Directors Report of Sterling and Wilson Renewable Energy Ltd.

Mar 31, 2025

Your Directors are pleased to present the 8^th (Eighth] Annual Report along with the Audited Financial Statements (Consolidated and Standalone] of the Company for the Financial Year ended March 31, 2025 ("financial year under review").

FINANCIAL HIGHLIGHTS

Particulars	Consolidated		('' in Crore] Standalone
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations EBITDA Less: Depreciation Finance Cost Add: Interest Income Profit/ (Loss] before tax Provision for tax (including deferred tax] Profit/ (Loss] after tax	6,301.86	3,035.37	5,387.04	2,706.16
	276.19	53.68	318.43	137.86

	14.34	16.65	9.72	9.46
	109.45	218.52	106.23	192.39


	10.14	9.17	163.25	187.45
	162.54	(172.32]	365.73	123.46
	76.99	38.47	47.47	36.21
	85.55	(210.79]	318.26	87.25

Business overview

The Company is a global renewable engineering, procurement and construction ("EPC"] solutions provider catering to the Solar, Battery Energy Storage Solutions (BESS], and Wind segments. The Company provides EPC services primarily for utility-scale solar/hybrid power projects with a focus on project design and engineering and manages all aspects of project execution from conceptualizing to commissioning. The Company also provides operations and maintenance ("O&M"] services, including for projects constructed by third parties.

The Company''s operations are supported by a competent and sizable design and engineering team which is responsible for designing solutions that it believes are innovative and cost effective, with an aim to increase the performance ratio of solar/hybrid power projects. The Company believes that its design and engineering solutions, coupled with robust quality compliance checks on PV modules helps it achieve more than the contractually agreed performance ratio for the solar/hybrid power projects it constructs.

While the Company''s core business is currently concentrated on the domestic Indian market, the Company uses its subsidiaries

and branch offices globally for its international operations. The Company leverages these offices to strategically tap solar opportunities in those markets. The Company strategically focuses on markets that have conducive solar power policies and high solar resources and invests in geographies having long term solar opportunities. The Company also adopts a disciplined expansion strategy that it customizes for each market with a view to enhancing its bidding abilities in these geographies.

SHARE CAPITAL

During the financial year under review, there was no change in the authorised share capital of your Company.

The issued and paid-up Equity Share Capital of the Company as on March 31, 2025, was Rs. 23.35 Crore.

Employees Stock Options

During the financial year under review, 2,91,999 options were exercised and allotted to eligible employees of the Company and its subsidiaries in terms of Sterling and Wilson Renewable Energy Limited - Employees Stock Options Plan ("ESOP Plan"] and have been admitted for listing and trading on the BSE Limited and National Stock Exchange of India Limited (Stock exchanges].

During the financial year under review, there have been no changes in the ESOP Plan of the Company. Further, it is confirmed that the ESOP Plan of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations"). A certificate from M/s. Manish Ghia & Associates, Secretarial Auditors of the Company certifying that the Plan has been implemented in accordance with SBEB Regulations pursuant to the resolution(s) passed by the Members will be available for inspection electronically at the 8^th Annual General Meeting ("8^th AGM").

The applicable disclosures as stipulated under Regulation 14 of SBEB Regulations is available on the website of the Company and can be accessed at https://www.sterlingandwilsonre.com/ investor-relations/corporate-governance

DEPOSITS

During the financial year under review, the Company has not accepted any deposits from public in terms of the Companies Act, 2013 ("the Act"). Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the financial year under review.

DIVIDEND

The Directors do not recommend any dividend for the financial year under review.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations"), the Board of Directors of the Company (the ''Board'') formulated and adopted the Dividend Distribution Policy.

The Policy is available on the website of the Company and can be accessed at https://www.sterlingandwilsonre.com/pdf/reg/ dividend-distribution-policy.pdf

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

As on March 31, 2025, the Company has 24 (Twenty Four) subsidiaries comprising of 5 (Five) direct subsidiaries and 19 (Nineteen) step down subsidiaries. The Company also has a share in a partnership firm in India. The Company does not have any associate company. A list of subsidiaries and joint venture of your Company is provided as part of the notes to the Consolidated Financial Statements.

The Audit Committee/ Board reviews the Financial Statements, significant transactions and investments of all the subsidiary companies. The minutes of the subsidiary companies were also placed before the Board at its meetings.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, and in accordance with applicable accounting standards, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company. The said Form also highlights the financial performance of each of the subsidiaries of the Company included in the Consolidated Financial Statements pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statements of the Company ("Financial Statements") along with relevant documents and separate audited Financial Statements in respect of subsidiaries, are available on the website of the Company and can be accessed at https://www.sterlingandwilsonre.com/ investor-relations/financials.

Material subsidiaries

As on March 31, 2025, Sterling and Wilson International Solar FZCO, wholly owned subsidiary of the Company qualifies to be considered as a material subsidiary.

Your Company has adopted a Policy on material subsidiary in line with the requirements of the SEBI Listing Regulations. The objective of this Policy is to lay down criteria for identification and dealing with material subsidiaries and to formulate a governance framework for material subsidiaries of the Company. The said Policy is available on the website of the Company and can be accessed at https://www.sterlingandwil-sonre.com/pdf/reg/policy-on-material-subsidiaries.pdf.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Act and the Regulation 34(2) of the SEBI Listing Regulations read with Ind AS 110 - Consolidated Financial Statements, the Audited Consolidated Financial Statements of the Company forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITIES

The loans given, investments made and guarantees given and securities provided, if any, during the financial year under review, were in compliance with the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 made thereunder and details thereof are given in the notes to the Standalone Financial Statements.

DIRECTORS

As on March 31, 2025, the Board comprises of 4 (Four) Non-Executive Directors and 4 (Four) Non-Executive Independent Directors, including 2 (Two) women Directors.

Director retiring by rotation

In accordance with the provisions of Section 152(6] of the Act and the Articles of Association of the Company, Mr. Balanadu Narayan (DIN:00007129], Non-Executive Non-Independent Director of the Company will retire by rotation at the ensuing 8^th AGM, and being eligible, offers himself for re-appointment in accordance with provisions of the Act. The Board, based on the recommendation of the Nomination and Remuneration Committee ("NRC"], recommends to the Members, the re-appointment of Mr. Balanadu Narayan as a Non-Executive Director of the Company at the 8^th AGM.

In compliance with Regulation 36(3] of the SEBI Listing Regulations and Secretarial Standards - 2, the brief resume, expertise and other details of Mr. Balanadu Narayan are given in the Notice convening the ensuing 8^th AGM.

Declaration by Independent Directors

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

â¢ they meet the criteria of independence as stipulated in Section 149(6] of the Act and Regulations 16(1](b] of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

â¢ they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

â¢ they have registered their names in the Independent Director''s Databank maintained by the Indian Institute of Corporate Affairs in accordance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors] Rules, 2014, as amended.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, proficiency, expertise and hold the highest standards of integrity.

During the financial year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, for attending the Board/ Committee meetings of the Company.

None of the Directors of the Company are disqualified to act as a Director under Section 164(2] of the Act read with Rule 14(1] of the Companies (Appointment and Qualification of Directors] Rules, 2014.

Familiarization Programme for Independent Directors

In line with the provisions of Regulation 25 of the SEBI Listing Regulations, the Company endeavors to keep its Independent

Directors informed about matters related to the industry in which it operates, its business model, risk metrics, changes in the regulatory landscape and other matters. To facilitate this, periodic presentations are made by the senior management of the Company at the Board/ Committee meetings on the business and performance updates of the Company, business strategy. The details of familiarization programmes imparted to Independent Directors during the Financial Year 2024-25 are available on the website of the Company and can be accessed at https://www.sterlingandwilsonre.com/pdf/ familiarization-programme-for-independent-directors.pdf

Performance Evaluation of the Board, its Committees and Individual Directors

The Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. The Board has carried out annual evaluation of its own performance, Board Committees, Chairperson and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The NRC has devised criteria for evaluation of the performance of the Board as a whole, various Committees, Chairperson and individual Directors. The criteria is based on the guidance note on Board Evaluation issued by the SEBI on January 05, 2017. The Board''s performance was evaluated by the Board after soliciting input from all the Directors based on the criteria such as the board composition and structure, effectiveness of board processes, sustainability, information flow and overall functioning, etc. The performance of the Committees was evaluated by the Board after soliciting input from the Committee members based on composition of Committees, effectiveness of Committee meetings, inclusivity and other relevant factors.

To have a fair and unbiased view of all the Directors, the Company engaged the services of an external agency to facilitate the evaluation process. The Board evaluation was conducted through a questionnaire designed with qualitative parameters and feedback based on ratings. The Directors were provided with an electronic platform to record their feedback and a consolidated report was generated by the agency based on the feedback given by each of the Directors.

The recommendations arising from the evaluation process were discussed at the Independent Directors'' meeting held on March 06, 2025 and also at the Board meeting held on March 06, 2025 and April 24, 2025. The suggestions were considered by the Board to optimise the effectiveness and functioning of the Board and its Committees.

The Board concluded that they were satisfied with the overall performance of the Board as a whole and that the Directors generally met their expectations of performance.

Meetings of the Board

During the financial year under review, 6 (Six] Board meetings were held. The details are given in the Corporate Governance Report which forms a part of this Annual Report.

All the information that is required to be placed before the Directors at the Board meetings in terms of the provisions of the Act and Regulation 17 read with Schedule II of SEBI Listing Regulations, so far as applicable to the Company, has been made available to the Board.

Disclosure on Audit Committee

The details pertaining to the composition of the Audit Committee as at March 31, 2025, including its terms of reference and attendance of Directors at the Committee meetings are given in the Corporate Governance Report which forms part of this Annual Report. All recommendations of the Audit Committee were accepted by the Board of Directors.

Other Committees constituted by the Board

In accordance with the requirements of the Act and SEBI Listing Regulations, the following Committees have been constituted by the Board:

1. Corporate Social Responsibility Committee;

2. Nomination and Remuneration Committee;

3. Risk Management Committee; and

4. Stakeholders'' Relationship Committee.

Additionally, the Board has also constituted a Management Committee of the Company. The details pertaining to these Committees are given in the Corporate Governance Report which forms part of this Annual Report.

The minutes of meetings of all the Committees are circulated to the Board for noting. All the recommendations made by the various Committee(s] of the Board of Directors, during the year, were accepted by the Board.

Remuneration to Directors The details of sitting fees paid for attending the Board/ Committee meeting(s] during the financial year under review are as under: (Amount in '']
Name of Director	Designation	Sitting Fees paid during the F.Y. 2024-25¹
Mr. Khurshed Yazdi Daruvala	Non-Executive Director	12,85,000
Mr. Balanadu Narayan	Non-Executive Director	6,00,000
Mr. Cherag Sarosh Balsara	Independent Director	12,25,000
Ms. Naina Krishna Murthy	Independent Director	3,00,000
Mr. Rahul Dutt	Independent Director	6,00,000
Ms. Rukhshana Mistry	Independent Director	12,35,000
Mr. Saurabh Agarwal	Non-Executive Director	6,00,000
Mr. Umesh Khanna	Non-Executive Director	5,10,000
Total		63,55,000
Note(s]: (1] Gross amount (before deducting TDS)

KEY MANAGERIAL PERSONNEL

Mr. Bahadur Dastoor ceased to be the Chief Financial Officer of the Company from the close of business hours on October 21, 2024. The Board placed on record its sincere appreciation for the valuable contribution and services rendered by Mr. Dastoor during his tenure as the Chief Financial Officer of the Company. Mr. Sandeep Mathew was appointed as the Interim Chief Financial Officer of the Company effective January 16, 2025.

Further, based on the recommendation of the NRC and the Audit Committee, the Board approved the appointment of Mr. Ajit Pratap Singh as the Chief Financial Officer of the Company effective March 24, 2025. Consequent to the appointment of Mr. Ajit Pratap Singh, Mr. Sandeep Mathew ceased to hold the position of Interim Chief Financial Officer of the Company.

The following are the Key Managerial Personnel ("KMP"] of the Company as on March 31, 2025:

1. Mr. Chandra Kishore Thakur, Manager;

2. Mr. Ajit Pratap Singh, Chief Financial Officer; and

3. Mr. Jagannadha Rao Ch. V., Company Secretary.

The Members of the Company at their 6^th Annual General Meeting held on July 13, 2023, had by way of a Special Resolution approved the re-appointment and remuneration of Mr. Chandra Kishore Thakur, Manager of the Company for a term of 2 (Two) years with effect from September 01, 2023. Accordingly, the term of Mr. Chandra Kishore Thakur as the Manager of the Company would cease on August 31, 2025.

Further, on the recommendation of the NRC, the Board at its meeting held on April 24, 2025 approved the re-appointment of Mr. Chandra Kishore Thakur as the Manager of the Company for a term of 2 (Two) years with effect from September 01, 2025, subject to the approval of the Members at the 8^th AGM.

In compliance with Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards - 2 on General Meetings, the brief resume, expertise and other details of Mr. Thakur are given in the Notice convening the 8^th AGM.

The Board recommends the Special Resolution to the Members for re-appointment of Mr. Chandra Kishore Thakur as the Manager of the Company for a term of 2 (Two) years w.e.f. September 01, 2025 as set out at Item No. 5 of the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(3)(c) and 134(5) of the Act, with respect to Directors'' Responsibility Statement, the Directors confirm that: ^{1 2 3 4}

5. we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Board has adopted a Nomination and Remuneration Policy ("NRC Policy") in terms of the provisions of Section 178(3) of the Act and the SEBI Listing Regulations, which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and Senior Management Personnel ("SMP") of the Company.

There has been no change in the said Policy during the financial year under review. The said Policy is annexed to this Report as Annexure A and is also available on the website of the Company and can be accessed at https://www.sterlingandwilsonre.com/ investor-relations/corporate-governance.

AUDITORS & REPORTS Statutory Auditors

The Shareholders at their 4^th AGM held on September 30, 2021, approved the appointment of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants as Statutory Auditors of the Company for a term of 5 (Five) consecutive years from the conclusion of 4^th AGM till the conclusion of the 9^th AGM.

Further, the Shareholders at their 5^th AGM held on September 30, 2022, approved the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of the Company for a term of 5 (Five) consecutive years from the conclusion of 5^th AGM till the conclusion of 10^th AGM, in addition to the existing Statutory Auditors of the Company, i.e. M/s. Kalyaniwalla & Mistry LLP (together referred to as "Statutory Auditors").

The Statutory Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company and have also confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (''ICAI'') and hold a valid certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements. The Notes to the Financial Statements referred in the Auditors'' Report are self-explanatory. The Auditors'' Report along with the Financial Statements is forming part of this Annual Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations as amended, the Board at its meeting held on April 24, 2025, based on the recommendation of the Audit Committee, has recommended to the Members the appointmentof M/s. Manish Ghia & Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for a term of 5 (Five) consecutive years from the conclusion of 8^th AGM till the conclusion of 13^th AGM and to conduct secretarial audit from the financial year 2025-26 to the financial year 2029-30.

The Secretarial Auditors have confirmed that they are not disqualified from being appointed as the Secretarial Auditors of the Company and have also confirmed that the partner is a Peer Reviewed Company Secretary holding a valid certificate of peer review issued by the Institute of Company Secretaries of India (''ICSI'').

The Board recommends the Ordinary Resolution to the Members for appointment of M/s. Manish Ghia & Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for a term of 5 (Five) consecutive years from the conclusion of 8^thAGM till the conclusion of 13^th AGM and to conduct secretarial audit from the financial year 2025-26 to the financial year 2029-30 as set out at Item No. 4 of the Notice convening the ensuing 8^th AGM.

Statutory Auditor''s report and Secretarial Auditor''s report

The report of the Statutory Auditors for the Financial Year 2024-25 does not contain any qualifications, reservations, or adverse remarks or disclaimer.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith as Annexure B to this Annual Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer, except as under:

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Standard etc. as mentioned above, except that the submission of outcome of the Board Meeting for approval of the Financial Statements for the year ended March 31, 2024 (as required under Regulation 30 of the Listing Regulations) to the Stock Exchanges was made beyond the stipulated timeline of 30 minutes of the closure of the Meeting of the Board of Directors.

Management Response

The delay in submission of the financial results for the quarter and year ended March 31, 2024 was due to unforeseen technical issues in affixing the Chairman''s Digital Signature and logistical

challenges in receiving signed results from one of the Joint Auditors. These circumstances were beyond the Company''s control, and necessary measures have been implemented to prevent recurrence.

Reporting of Frauds by Auditors

During the financial year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Act, including Rules made thereunder.

Branch Auditors

In terms of provisions of Section 143(8) of the Act read with Rule 12 of the Companies (Audit and Auditors) Rules, 2014, the audit of the accounts of the branch offices of the Company located outside India is required to be conducted by the person(s) or firm(s) qualified to act as Branch Auditors in accordance with laws of that country. The Board seeks the approval of the Members at the ensuing 8^th AGM to authorize the Audit Committee or the Board of Directors to appoint Auditors for the branch offices of the Company and also to fix their remuneration.

The Board recommends the Ordinary Resolution to the Members to approve the appointment of Branch Auditors as stated in Item No. 3 of the Notice convening the ensuing 8^th AGM.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations. The Board has implemented internal policies and procedures to ensure orderly and efficient operations of its business, which include safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

Information regarding the internal financial control systems and their effectiveness is provided in the Management Discussion and Analysis, which is a part of this Annual Report.

ANNUAL RETURN

The Annual Return for the Financial Year 2024-25 as per provisions of the Act and Rules thereto, is available on the website of the Company and can be accessed at https://www.sterlinqandwilsonre.com/investor-relations/ financials?acc=annual returns.

SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In terms of Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report is available on the website of the Company and can be accessed at https://www.sterlingandwilsonre.com/investor-relations/ shareholder-information.

CORPORATE GOVERNANCE AND COMPLIANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. In compliance with Regulation 34 of the SEBI Listing Regulations, a separate report on Corporate Governance is provided together with a certificate from M/s. Manish Ghia & Associates, Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI Listing Regulations.

CREDIT RATING

The Company has obtained credit rating for the facilities availed/ being availed by the Company. For the details on the same, please refer to the Corporate Governance Report, which is a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34 of the SEBI Listing Regulations separate section on Management Discussion and Analysis capturing your Company''s performance, industry trends and other material developments with respect to your Company and its subsidiaries, wherever applicable forms a part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is annexed to this Annual Report as Annexure C.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

Pursuant to Section 134(3)(h) of the Act, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year under review, were approved by the Audit Committee and were at arm''s length and in the ordinary course of business. No contract or arrangement with a related party required approval of Board of Directors or the shareholders. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. Further, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered ''material'' according to the policy of the Company on materiality of Related Party

Transactions and on dealing with Related Party Transactions ("RPT Policy").

Further, there were no transactions undertaken during the financial year under review which were not at an arm''s length basis, hence the disclosure under Form AOC-2 is not applicable to the Company. Details of Related Party Transactions entered into by the Company have been disclosed in the notes to the Financial Statements.

The RPT Policy as approved by the Board is available on the website of the Company and can be accessed at https://www.sterlingandwilsonre.com/investor-relations/ corporate-governance. The RPT Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company''s future operations. However, Members attention is drawn to the statement on contingent liabilities in the notes forming part of the Financial Statements.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for its directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases. No person has been denied access to the Chairperson of the Audit Committee.

The Policy is available on the website of the Company and can be accessed at https://www.sterlingandwilsonre.com/pdf/ whistle-blower-policy.pdf. During the financial year under review, no complaint under the Whistle Blower Policy was reported.

CYBER SECURITY

In view of increased cyber-attack scenarios, the cyber security systems are reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company''s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, servers, application and the data.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct ("Code on Insider Trading") to regulate, monitor and report trading in Company''s shares by Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading] Regulations, 2015 ("PIT Regulations"]. The Code on Insider Trading, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI"]. The Code on Insider Trading also mandates that any person in possession of UPSI must refrain from using that information for personal gain, ensuring fairness and transparency in the market. The Code on Insider Trading covers Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI. The Code on Insider Trading has been communicated to all concerned.

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code of Fair Disclosure"] in compliance with the PIT Regulations. The Code of Fair Disclosure is available on the website of the Company and can be accessed at https://www.sterlingandwilsonre.com/investor-relations/ corporate-governance

The Company utilizes a PAN based online tracking mechanism for monitoring of the trade in its securities by the designated person(s] and their immediate relatives to ensure detection of trade on weekly basis and take appropriate action, in case of any violation/non-compliance of the Code on Insider Trading.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR"] policy formulated by the CSR Committee and approved by the Board remains unchanged. The CSR policy is available on the website of the Company and can be accessed at https://www.sterlingandwil-sonre.com/investor-relations/corporate-governance

During the financial year under review, the disclosures on Corporate Social Responsibility activities, as required under Rule 8 of the Companies (Corporate Social Responsibility Policy] Rules, 2014, are reported in Annexure D forming part of this Report.

POLICY ON CODE OF BUSINESS ETHICS AND SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a Code on Business Ethics Policy ("Code"] setting out the guiding fundamentals for the organization to conduct its business. The Code provides for matters related to governance, compliance, ethics etc. The Code

makes sure that all businesses conducted by the Company in any capacity are done in an ethical and sustainable manner while being beneficial to all our stakeholders. To raise awareness of the Code amongst employees, the Company conducts regular awareness workshops right from the induction stage to periodic courses on a mandatory basis for all employees.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal] Act, 2013 and Rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH] Policy and has constituted Internal Complaints Committee (IC] to consider and resolve the complaints related to sexual harassment. The IC ensures to operate with confidentiality and integrity. Your Company has zero tolerance on sexual harassment at the workplace. The Company, from time to time, conducts awareness sessions on prevention of sexual harassment at workplace for its employees.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013.

PARTICULARS OF EMPLOYEES

Disclosure with respect to remuneration of Directors and employees as required under Section 197 of the Act read with Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 ("said Rules"] forms part of this Annual Report as Annexure E.

Details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5(2] and 5(3] of the above said Rules shall be made available to the Members by writing to the Company at [email protected]

RISK MANAGEMENT

The Company has established a comprehensive Risk Management Framework to effectively identify, assess, and mitigate risks. The Risk Management Committee of the Board is responsible for preparation of risk management plan, reviewing and monitoring the same, identifying and reviewing critical risks, updating the Risk Register and reporting of key changes in critical risks to the Board on an ongoing basis. Further details regarding risk management activities, including implementation of the risk management policy, key risks identified, and corresponding mitigation strategies, are provided in the Management Discussion and Analysis Report, which forms part of this Annual Report. In the opinion of the Board, there has been no identification of elements of risk that may affect the existence of the Company.

GENERAL

The Directors state that no disclosures or reporting is required

in respect of the following items, as the same is either not

applicable to the Company or relevant transactions/events have

not taken place during the financial year under review:

â¢ There is no plan to revise the Financial Statements or Directors'' Report in respect of any previous financial years.

â¢ The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

â¢ The Company has not issued shares (including sweat equity shares) to employees under any scheme save and except Employees Stock Options scheme referred to in this Report.

â¢ No material changes and commitments have occurred between the end of the financial year to which the Financial Statements relate and the date of the Report affecting the financial position of the Company.

â¢ In the absence of any amounts required to be transferred to the Investor Education and Protection Fund (IEPF) under Section 125(1) and Section 125(2) of the Act, the Company was not required to transfer any such sum to the IEPF.

â¢ Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act, is not required to be done by the Company. Accordingly, such accounts and records are not prepared nor maintained by the Company.

â¢ No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable. There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all-around operational performance.

in the preparation of the annual accounts for the financial year ended on March 31, 2025, the applicable Accounting Standards have been followed and no material departures have been made from the same;

we have selected such accounting policies and applied consistently and made judgments 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 profit of the Company for the year ended on March 31, 2025;

we 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;

we have prepared the annual accounts for the financial year ended on March 31, 2025 on a going concern basis;

Mar 31, 2024

Your Directors'' are pleased to present the 7^th [Seventh] Annual Report along with the Audited Financial Statements [Consolidated and Standalone] of the Company for the Financial Year ended March 31, 2024 ["financial year under review"].

FINANCIAL HIGHLIGHTS [''in Crore]
Particulars	Consolidated		Standalone
Particulars	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	3,035.37	2,015.01	2,706.16	1,457.91
EBITDA	53.68	(1,023.51)	137.86	(285.37)
Less:
Depreciation	16.65	14.70	9.46	6.69
Finance Cost	218.52	144.91	192.39	141.10
Add:
Interest Income	9.17	4.38	187.45	86.19
(Loss)/ Profit before tax	(172.32)	(1,178.74)	123.46	(346.97)
Provision for tax including (deferred tax)	38.47	(3.78)	36.21	8.05
(Loss)/ Profit after tax	(210.79)	(1,174.96)	87.25	(355.02)

On a consolidated basis, the revenue from operations for the Financial Year 2023-24, stood at '' 3,035.37 Crore as compared to '' 2,015.01 Crore in the Financial Year 2022-23. The consolidated loss after tax amounted to '' [210.79] Crore in the Financial Year 2023-24 as against a loss of '' [1,174.96] Crore in the Financial Year 2022-23.

On a standalone basis, the revenue from operations for the Financial Year 2023-24, stood at '' 2,706.16 Crore as compared to '' 1,457.91 Crore in the Financial Year 2022-23. The standalone profit after tax amounted to '' 87.25 Crore in the Financial Year 2023-24 as against a loss of '' [355.02] Crore in the Financial Year 2022-23.

Business Overview

The Company is a global pure-play, end-to-end solar engineering, procurement and construction ["EPC"] solutions provider. The Company provides EPC services primarily for utility-scale solar power projects with a focus on project design and engineering and manages all aspects of project execution from conceptualizing to commissioning. The Company also provides operations and maintenance ["O&M"] services, including for projects constructed by third parties.

ratio of solar power projects. The Company believes that its design and engineering solutions, coupled with robust quality compliance checks on PV modules helps it achieve more than the contractually agreed performance ratio for the solar power projects it constructs.

The Company uses its subsidiaries and branch offices globally for its operations. The Company leverages these offices to strategically tap solar opportunities in those markets. The Company strategically focuses on markets that have conducive solar power policies and high solar resources and invests in geographies having long term solar opportunities. The Company also adopts a disciplined expansion strategy that it customizes for each market with a view to enhancing its bidding abilities in these geographies.

SHARE CAPITAL Employees Stock Options

The Shareholders of the Company by way of Special Resolutions] via Postal Ballot on May 30, 2021 had approved the Sterling and Wilson Solar Limited - Employees Stock Options Plan ["SWSL ESOP Plan"]. As authorized by the Shareholders, the Nomination and Remuneration Committee ["NRC"] at its meeting held on August 14, 2021 had approved the grant of 13,01,213 Options out of the total 16,03,600 Options to the eligible employees exercisable into not more than 13,01,213 Equity Shares of face value of '' 1/- each fully paid-up of the

Company. The said Options would vest in 4 [Four] equal annual instalments after 1 [One] year from the date of grant, i.e. July 16, 2021 at a grant price of '' 238/- per share.

During the financial year under review, out of 13,01,213 Options granted, 3,20,983 Options have been vested and 2,81,319 Equity Shares have been allotted as on March 31, 2024. The said allotted Equity Shares are listed and admitted for trading on BSE Limited and National Stock Exchange of India Limited as on the date of this report.

Qualified Institutional Placement

During the financial year under review, the Company had allotted 4,32,27,665 Equity Shares to eligible qualified institutional buyers at the issue price of '' 347/- per Equity Share, i.e. at a premium of '' 346/- per Equity Share, [which included a discount of '' 18.02/- [4.94% of the floor price] to the floor price of '' 365.02/- per Equity Share] aggregating to '' 1,500 Crore [Rupees One Thousand Five Hundred Crore], pursuant to the Issue.

As on March 31, 2024, the Company has utilized the entire proceeds of the Issue for the purpose which was stipulated in the Offer Document, i.e. repayment / pre-payment, in part or in full, of certain outstanding borrowings [including interest thereon] availed by our Company and Sterling and Wilson International Solar FZCO, wholly owned subsidiary of the Company and for general corporate purposes.

Consequent to the above issuances, as on March 31, 2024, the issued, subscribed and paid-up equity share capital of the Company stood at '' 23,32,02,317 comprising of 23,32,02,317 Equity Shares of '' 1/- each fully paid.

TRANSFER TO RESERVES

No amount has been transferred to general reserves for the Financial Year ended March 31, 2024.

DIVIDEND

The Directors do not recommend any dividend for the financial year under review.

In terms of the provisions of Regulation 43A of the Securities and Exchange Board of India ["SEBI"] [Listing Obligations and Disclosure Requirements] Regulations, 2015 ["SEBI Listing Regulations], the Company has formulated and adopted a Dividend Distribution Policy. The Policy is available on the Company''s website and can be accessed at https://www.sterlingandwilsonre.com/pdf/reg/

dividend-distribution-policy.pdf.

EMPLOYEE STOCK OPTIONS PLAN

There has been no material change in the SWREL ESOP Plan during the Financial Year 2023-24 and the scheme is in

compliance with the SEBI [Share Based Employee Benefits and Sweat Equity] Regulations, 2021 ["SBEB Regulations"].

The disclosures as required under Regulation 14 of SBEB Regulations have been placed on the website of the Company and can be accessed at https://www.sterlingandwilsonre.com/ pdf/ESOP-Disclosure-FY-2023-24.pdf

A certificate from Manish Ghia & Associates, Secretarial Auditors of the Company, certifying that the SWREL ESOP Plan has been implemented in accordance with SBEB Regulations pursuant to the resolutions] passed by the Members will be available for inspection electronically at the 7^th Annual General Meeting.

SUBSIDIARIES

The Company has 24 [Twenty Four] subsidiaries as on March 31, 2024 comprising of 5 [Five] direct subsidiaries and 19 [Nineteen] step down subsidiaries. The Company also has a share in a partnership firm in India.

In accordance with the SEBI Listing Regulations, the Company has formulated a policy on determining material subsidiaries. The said Policy is available on the Company''s website and can be accessed at https://www.sterlingandwilsonre.com/pdf/reg/ policy-on-material-subsidiaries.pdf.

As on March 31, 2023, the Company had 2 [Two] material subsidiaries, namely Sterling and Wilson International Solar FZCO and Sterling and Wilson Solar Solutions Inc. As on March 31, 2024, none of the subsidiaries of the Company qualify to be considered as a material subsidiary as per the SEBI Listing Regulations and Company''s policy on determining material subsidiary.

In accordance with the provisions of Section 129[3] of the Companies Act, 2013 ["the Act"] read with Rule 5 of the Companies [Accounts] Rules, 2014, a statement containing the salient features of Financial Statements of the Company''s subsidiaries in Form AOC-1 is attached to the Financial Statements of the Company. The said Form also highlights the financial performance of each of the subsidiaries of the Company included in the Consolidated Financial Statements pursuant to Rule 8[1] of the Companies [Accounts] Rules, 2014.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statements of the Company along with relevant documents and separate audited Financial Statements in respect of subsidiaries, are available on the website of the Company and can be accessed at https:// www.sterlingandwilsonre.com/investor-relations/financials

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, the SEBI Listing Regulations read with Ind AS 110 - Consolidated Financial Statements, the Audited Consolidated Financial Statements of the Company forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITIES

The loans given, investments made and guarantees given and securities provided, if any, during the financial year under review, are in compliance with the provisions of Section 186 of the Act and Rules made thereunder and details thereof are given in the notes to the Standalone Financial Statements.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board comprises of 4 [Four] NonExecutive Directors and 4 [Four] Non-Executive Independent Directors, including 2 [Two] women Directors. Names and profiles, including the qualifications of each Director are stated in detail at the ''Directors'' Profile'' section on page nos. 12 and 13 of this Annual Report.

Induction to the Board

Based on the recommendation of the NRC, the Board, appointed Mr. Rahul Dutt [DIN: 08872616], as an Additional Director, designated as Non-Executive Independent Director of the Company, not liable to retire by rotation, for a period of 5 [Five] consecutive years commencing with effect from March 26, 2024 to March 25, 2029, subject to the approval of the shareholders of the Company.

Also, the shareholders of the Company approved the appointment of Mr. Rahul Dutt [DIN: 08872616], as a Non-Executive Independent Director of the Company, for a period of 5 [Five] consecutive years commencing with effect from March 26, 2024 to March 25, 2024 [both days inclusive] via Postal ballot on June 23, 2024.

Re-appointment

The shareholders of the Company approved the re-appointment of Ms. Rukhshana Mistry [DIN: 08398795] as an Independent Director of the Company for a second term of 5 [Five] consecutive years commencing from March 27, 2024 to March 26, 2029 via Postal Ballot on March 24, 2024.

Director retiring by rotation

Pursuant to the provisions of Section 152[6] of the Act and the Articles of Association of the Company, Mr. Saurabh Agarwal [DIN: 09206293], Non-Executive Non-Independent Director of the Company is liable to retire by rotation in the ensuing 7^th Annual General Meeting ["7^th AGM"].

The Board recommends the re-appointment of Mr. Saurabh Agarwal [DIN: 09206293] as a Non-Executive Director of the Company for your approval.

In compliance with Regulation 36[3] of the SEBI Listing Regulations and Secretarial Standard - 2, the brief resume, expertise and other details of Mr. Saurabh Agarwal are given in the Notice convening the ensuing 7^th AGM.

Cessation

Mr. Keki Elavia ceased to be an Independent Director of the Company, from the close of business hours on March 26, 2024, on the expiration of his term of 5 years. The Board placed on record its sincere appreciation for the valuable contribution and services rendered by Mr. Keki Elavia during his tenure as an Independent Director of the Company.

Declaration by Independent Directors

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

â¢ they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

â¢ they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

â¢ they have registered their names in the Independent Director''s Databank maintained by the Indian Institute of Corporate Affairs.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold the highest standards of integrity.

None of the Directors of the Company are disqualified to act as a Director under Section 164[2] of the Act read with Rule 14[1] of the Companies [Appointment and Qualification of Directors] Rules, 2014.

Remuneration to Directors

The details of sitting fees paid for attending the Board/ Committee meeting[s] during the financial year under review are as follows:

Name of Director	Designation	Sitting Fees paid during the F.Y. 2023-24⁽¹⁾ (In '')
Mr. Khurshed Yazdi Daruvala	Non-Executive Director	14,20,000
Mr. Balanadu Narayan	Non-Executive Director	6,00,000
Mr. Cherag Sarosh Balsara	Independent Director	6,00,000
Mr. Keki Elavia	Independent Director	14,00,000
Ms. Naina Krishna Murthy	Independent Director	2,00,000
Mr. Pallon Mistry^[2]	Non-Executive Director	1,00,000
Mr. Rahul Dutt	Independent Director	N.A.pi
Ms. Rukhshana Mistry	Independent Director	13,45,000
Mr. Saurabh Agarwal	Non-Executive Director	6,00,000
Mr. Umesh Khanna	Non-Executive Director	4,95,000
Total		67,60,000

Note(s):

[1] Cross amount (before deducting TDS).

[2] Mr Pallon Mistry ceased to be a Director of the Company effective July 13, 2023.

[3] Mr Rahul Dutt has been appointed as an Independent Director of the Company for a term of 5 [Five] consecutive years with effect from March 26, 2024.

Key Managerial Personnel

During the financial year under review, there were no changes in the Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 2(51) and Section 203 of the Act read with the Rules framed thereunder, the following persons are Key Managerial Personnel of the Company as on March 31, 2024:

1. Mr. Chandra Kishore Thakur, Manager;

2. Mr. Bahadur Dastoor, Chief Financial Officer; and

3. Mr. Jagannadha Rao Ch. V., Company Secretary.

During the financial year under review, the Members of the Company at their 6^th Annual General Meeting held on July 13, 2023, have approved the appointment and remuneration of Mr. Chandra Kishore Thakur, Manager of the Company for a term of 2 (Two) years with effect from September 01, 2023.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

As a practice, periodic presentations are made by the senior management at the Board and Committee meetings on business and performance updates of the Company, business strategy and risks involved. The details of familiarization programmes imparted to Independent Directors during the Financial Year 2023-24 are available at the Company''s website and can

be accessed at https://www.sterlingandwilsonre.com/pdf/ familiarization-programme-for-independent-directors.pdf

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The NRC has laid down the manner in which the formal annual evaluation of the performance of the Board, its Committee(s) and individual Directors including the Chairman has to be made. The criteria are based on the Guidance Note on Board Evaluation issued by the SEBI on January 05, 2017. In order to have a fair and unbiased view of all the Directors, the Company engaged the services of an external agency to facilitate the evaluation process. The Directors were provided with an electronic platform to record their views and a consolidated report was generated by the agency based on the views expressed by each of the Directors. The Board evaluation was conducted through Questionnaire designed with Qualitative parameters and feedback based on ratings.

In a separate meeting of Independent Directors of the Company held on March 20, 2024, the performance of NonIndependent Directors, the Board as a whole and the Chairman of the Company was evaluated, considering the views of the Non-Executive Directors.

In the Board meeting held on April 20, 2024, the performance of the Board and its Committees was discussed. The Chairman of the Company interacted with each Director individually, for evaluation of performance of the individual Directors.

The Chairman and other members of the Board discussed upon the performance evaluation and concluded that they were satisfied with the overall performance of the Directors and that the Directors generally met their expectations of performance.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5] of the Act and to the best of their knowledge and belief and according to the information and explanations obtained from the operating management, Directors of the Company state that:-

1. in the preparation of the Annual Financial Statements for the Financial Year ended on March 31, 2024, the applicable Accounting Standards have been followed and no material departures have been made from the same;

2. they have selected such accounting policies and applied them consistently and made judgments 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 profit of the Company for the Financial Year ended on March 31, 2024;

3. they have taken proper and sufficient care for the maintenance of adeguate 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;

4. the annual accounts for the Financial Year ended on March 31, 2024 are prepared on a going concern basis;

5. they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adeguate and were operating effectively; and

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adeguate and operating effectively.

MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on the Company''s performance and strategies. During the financial year under review, 6 (Six] Board meetings were held. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Annual Report.

All the information that is reguired to be made available to the Directors in terms of the provisions of the Act and the SEBI Listing Regulations, so far as applicable to the Company, is made available to the Board.

COMMITTEES OF THE COMPANY

The Company has constituted the following Committees:

1. Audit Committee;

2. Corporate Social Responsibility Committee;

3. Management Committee;

4. Nomination and Remuneration Committee;

5. Risk Management Committee; and

6. Stakeholders'' Relationship Committee.

The details with respect to the composition, meetings held during the year, roles and responsibilities, etc. are provided in the Corporate Governance Report, which is a part of this Annual Report.

The minutes of the Meetings of all Committees are circulated to the Board for discussion and noting. All the recommendations made by the Committee(s] during the year, were accepted by the Board of your Company.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Board has adopted a Nomination and Remuneration Policy in terms of the provisions of Section 178(3] of the Act and the SEBI Listing Regulations, dealing with appointment and remuneration of Directors, Key Managerial Personnel ("KMP"] and Senior Management Personnel ("SMP"]. The Policy provides for the criteria and gualification in evaluating the suitability for appointment as Director, KMP and SMP that are relevant for the Company''s operations. There has been no change in the said Policy during the financial year under review. The said Policy is annexed to this Report as Annexure A and is also available on the website of the Company and can be accessed at https://www.sterlingandwilsonre.com/investor-relations/ corporate-governance.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls are an integrated part of the risk management process, addressing financial risks and financial reporting risks. The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Audit Committee of the Board of Directors approves the annual internal audit plan and periodically reviews the progress of audits as per approved audit plans along with critical internal audit findings presented by internal auditors, status of implementation of audit recommendations, if any, and adeguacy of internal controls.

The details in respect of internal financial control and their adeguacy are included in the Management Discussion and Analysis, which is a part of this Annual Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Company''s website and can be accessed at https://www.sterlinaandwilsonre.com/investor-relations/financials

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with the SEBI Listina Reaulations, the Business Responsibility and Sustainability Report describina the initiatives taken by the Company from an environmental, social and Governance perspective, forms part of this Annual Report.

REPORTING AND COMPLIANCE OF CORPORATE GOVERNANCE

The Report on Corporate Governance, as stipulated under the SEBI Listina Reaulations forms part of this Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Act.

Durina the financial year under review, the Company complied with the provisions relatina to corporate aovernance as provided under the SEBI Listina Reaulations. A certificate from Manish Ghia & Associates, Secretarial Auditors of the Company confirmina compliance with the requirements of corporate aovernance as stipulated under the SEBI Listina Reaulations, is annexed to this Report.

CREDIT RATING

The Company has obtained credit ratina for the facilities availed/ beina availed by the Company. For the details on the same, please refer to the Corporate Governance Report, which is a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Manaaement Discussion and Analysis as required in terms of Reaulation 34 of the SEBI Listina Reaulations forms part of this Annual Report. It, inter alia, provides details about the Indian and Global economy, business performance review of the Company''s various businesses and other material developments durina the Financial Year 2023-24.

AUDITORS & REPORTS Statutory Auditors

The Shareholders at their 4^th AGM held on September 30, 2021, approved the appointment of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants as Statutory Auditors of the Company for a term of 5 [Five] consecutive years from the conclusion of 4^th AGM till the conclusion of 9^th AGM.

Further, the Shareholders at their 5^th AGM held on September 30, 2022, approved the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of

the Company for a term of 5 [Five] consecutive years from the conclusion of 5^th AGM till the conclusion of 10^th AGM, in addition to the existina Statutory Auditors of the Company, i.e. M/s. Kalyaniwalla & Mistry LLP.

The Statutory Auditors have confirmed that they are not disqualified from continuina as the Auditors of the Company. The Statutory Auditors of the Company have issued Audit Reports on the Standalone and Consolidated Annual Financial Statements of the Company with unmodified opinion.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies [Appointment and Remuneration of Manaaerial Personnel] Rules, 2014, the Board had appointed Manish Ghia & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2023-24.

Statutory Auditor''s report and Secretarial Audit Report

The report of the Statutory Auditors and the Secretarial Auditor for the Financial Year 2023-24 do not contain any qualifications, reservations, or adverse remarks or disclaimer. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith as Annexure B to this Report.

Reporting of Frauds by Auditors

Durina the financial year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee under Section 143(12] of the Act, any instances of fraud committed aaainst your Company by its officers and employees, details of which would need to be mentioned in this Report.

Branch Auditors

In terms of provisions of Section 143(8] of the Act read with Rule 12 of the Companies [Audit and Auditors] Rules, 2014, the audit of the accounts of the branch offices of the Company located outside India is required to be conducted by the person(s] or firm(s] qualified to act as Branch Auditors in accordance with laws of that country. The Board of Directors seek approval of the Members at the ensuing 7^th AGM to authorise the Board of Directors/ Audit Committee to appoint Auditors for the branch offices of the Company and also to fix their remuneration. The Board recommends to the Members the resolution, as stated in Item No. 3 of the Notice convening the ensuing 7^th AGM.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts/ arranaements/ transactions entered into by the Company durina the financial year with its related parties were reviewed and approved by the Audit Committee from time to time and the details of same are disclosed as part of the Financial Statements of the Company for the financial year under review, as per the applicable provisions of the Act.

All contracts/ arrangements/ transactions entered by the Company during the financial year under review with related parties were in the ordinary course of business and on arms'' length basis and do not have potential conflict with interest of the Company at large. Further, during the financial year under review, there were no transactions which require a disclosure of related party transactions in Form AOC-2 as per Section 134[3][h] of the Act.

The Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website and can be accessed at https://www.sterlingandwilsonre.com/investor-relations/ corporate-governance

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company promotes ethical behavior in all its business activities and your Company has adopted a Policy on Vigil Mechanism and Whistle Blower in terms of Section 177(9] of the Act and Regulation 22 of the SEBI Listing Regulations for receiving and redressing complaints from Employees, Directors and other Stakeholders to report concerns about unethical behaviour, actual or suspected fraud, violation of applicable laws and regulations.

Your Company''s Whistle Blower Policy encourages its Directors and Employees and also its Stakeholders to bring to your Company''s attention, instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affect the financial integrity of your Company, or actual or suspected instances of leak of unpublished price sensitive information that could adversely impact your Company''s operations, business performance and/or reputation. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is your Company''s Policy to ensure that no complainant is victimised or harassed for bringing such incidents to the attention of your Company.

The whistleblowers have access to the Chairperson of the Audit Committee, whenever required. The Policy is available on the Company''s website at https://www.sterlingandwilsonre.com/ pdf/whistle-blowerpolicy.pdf. During the financial year under review, no instance under the Whistle Blower Policy was reported.

CODE FOR PREVENTION OF INSIDER TRADING

In compliance with the provisions of the SEBI (Prohibition of Insider Trading] Regulations, 2015, ("PIT Regulations"] as amended, the Company has formulated and adopted the Internal Code of Conduct to regulate, monitor and report trading by Insiders ("the Insider Trading Code"]. The Insider Trading Code prohibits dealing in securities of the Company by the designated persons and their immediate relatives, while in possession of unpublished price sensitive information in

relation to the Company and during the period(s] when the trading window is closed.

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI"] ("the Code of Fair Disclosure"] in line with the PIT Regulations and formulated a Policy for determination of ''legitimate purposes'' as a part of the Code of Fair Disclosure. The Code of Fair Disclosure also includes policy for procedures of inquiry in case of leak of UPSI and aims at preventing misuse of UPSI. The Code of Fair Disclosure is available on the Company''s website at https://www.sterlingandwilsonre.com/ investor-relations/corporate-governance

Pursuant to the above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of the PIT Regulations.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR"] policy formulated by the CSR Committee and approved by the Board remains unchanged. The CSR policy is available on the Company''s website and can be accessed at https://www.sterlingandwilsonre.com/ investor-relations/corporate-governance

The Annual Report on CSR activities for the Financial Year 2023-24 is set out in Annexure C of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy] Rules, 2014.

POLICY ON CODE OF BUSINESS ETHICS AND SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a Code on Business Ethics Policy ("Code"] setting out the guiding fundamentals for the organization to conduct its business. The Code provides for the matters related to governance, compliance, ethics and other matters. The Code makes sure that all businesses conducted by the Company in any capacity are done in an ethical and sustainable manner while being beneficial to all our stakeholders. To raise awareness of the Code amongst employees, the Company conducts regular awareness workshops right from the induction stage to periodic courses on a mandatory basis for all employees.

The Company has always believed in providing a safe and harassment free workplace for every individual working in any office through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. In accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013, the Company has adopted a Policy on Prevention of Sexual Harassment at Workplace ("the Policy"] to ensure prevention, prohibition and redressal of

sexual harassment at workplace. The Policy has been formed to prohibit, prevent and deter the commission of the acts of sexual harassment at workplace and to provide the procedure for redressal of complaints pertaining to sexual harassment. An Internal Complaints Committee [ICC] has been set up to redress complaints received regarding sexual harassment. During the year, the Company also conducted an awareness workshop for all the employees. No complaint of any nature was received during the year.

HUMAN RESOURCES

The Company understands that people are its most valuable asset and recognizes talent as the primary source of competitive edge. Realizing the criticality of talent, the Company continues to focus on capability building through dedicated talent pipelines and competency upgradation through behavioural, technical, functional, and digital learning and development initiatives.

The Board places on record its sincere appreciation for the valuable contribution made by the employees across all levels whose enthusiasm, team efforts, devotion and sense of belonging has always made the Company proud.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company consciously makes all efforts to conserve energy across its operations. In terms of the provisions of Section 134(3](m] of the Act read with the Companies [Accounts] Rules 2014, the report on conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed herewith as Annexure D to this Report.

PARTICULARS OF EMPLOYEES

Disclosure with respect to remuneration of Directors and employees as required under Section 197 of the Act read with Rule 5(1] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 ("said Rules"] is annexed herewith as Annexure Eto this Report.

RISK MANAGEMENT

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Committee periodically validates, evaluates, and monitors key risks and reviews the measures taken for risk management and mitigation.

the financial year is not applicable. There was no instance of onetime settlement with any Bank or Financial Institution.

â¢ There was no deviation or variation in the use of proceeds of qualified institutional placement from the objects stated in the offer document/ explanatory statement to the notice for the general meeting and the actual utilization of fund.

â¢ There has been no change in the nature of business of the Company.

â¢ There are no agreements defined under clause 5A of paragraph A of Part A of Schedule III of the SEBI Listing Regulations that are binding on the Company.

The Company''s Risk Management Policy outlines guidelines in identification, assessment, measurement, monitoring, mitigating, and reporting of key business risks associated with the activities conducted. The risk management mechanism forms an integral part of the business planning and review cycle of the Company.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

GENERAL

The Directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the Company or relevant transactions/events have not taken place during the financial year under review:

â¢ Details relating to deposits covered under Chapter V of the Act.

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and the Company''s operations in future.

â¢ There is no plan to revise the Financial Statements or Directors'' Report in respect of any previous financial years.

â¢ The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

â¢ The Company has not issued shares (including sweat equity shares] to employees under any scheme save and except Employees Stock Options schemes referred to in this report.

â¢ No material changes and commitments have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the report affecting the financial position of the Company.

â¢ In the absence of any amounts required to be transferred to the Investor Education and Protection Fund (IEPF] under Section 125(1] and Section 125(2] of the Act, the Company was not required to transfer any such sum to the IEPF.

â¢ Maintenance of cost records as specified by the Central Government under Section 148(1] of the Act, is not required to be done by the Company. Accordingly, such accounts and records are not prepared nor maintained by the Company.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation for the support and co-operation extended by our Customers, Partners, Bankers, Vendors, Suppliers, Sub-Contractors and Members and all other stakeholders.

The Directors gratefully acknowledge the ongoing co-operation and support provided by all Statutory and Regulatory Authorities.

The Board also places on record its appreciation for the committed services by the Company''s employees at all levels. Your Directors also appreciate and acknowledge the confidence reposed in them by the Members of the Company.

Mar 31, 2023

Your Directors are pleased to present the 6^th (Sixth] Annual Report along with the Audited Financial Statements (Consolidated and Standalone] of the Company for the Financial Year ended March 31, 202 3 ("Financial Year under review").

Financial Performance

The key highlights of the Company''s financial performance for the Financial Year ended March 31, 2023 as compared to the previous Financial Year ended March 31, 2022 are summarised below:

Particulars	Consolidated FY 2022-23 FY 2021-22		(Rs. in Crore] Standalone FY 2022-23 FY 2021-22
Revenue from Operations	2,015.01	5,198.94	1,457.91	3,459.58
EBITDA	(1,023.51]	(859.35]	(285.37]	(194.17]
Less:
Depreciation	14.70	14.67	6.69	7.90
Finance Cost	144.91	76.71	141.10	75.34
Add:
Interest Income	4.38	40.57	86.19	71.99
(Loss]/ Profit before tax	(1,178.74]	(910.16]	(346.97]	(205.42]
Provision for tax (including deferred tax]	(3.78]	5.60	8.05	(37.90]
Loss/ Profit after tax	(1,174.96]	(915.76]	(355.02]	(167.52]

On a consolidated basis, the revenue from operations for the Financial Year 2022-23, stood at '' 2,015.01 Crore as compared to '' 5,198.94 Crore in the Financial Year 2021-22. The consolidated loss after tax amounted to '' (1,174.96] Crore in the Financial Year 2022-23 as against a loss of '' (915.76] Crore in the Financial Year 2021-22.

On a standalone basis, the revenue from operations for the Financial Year 2022-23, stood at '' 1457.91 Crore as compared to '' 3,459.58 Crore in the Financial Year 2021-22. The standalone loss after tax amounted to '' (355.02] Crore in the Financial Year 2022-23 as against a loss of '' (167.52] Crore in the Financial Year 2021-22.

Business Overview

The Company is a global pure-play, end-to-end solar engineering, procurement and construction ("EPC"] solutions provider. The Company provides EPC services primarily for utility-scale solar power projects with a focus on project design and engineering and manages all aspects of project execution from conceptualizing to commissioning. The Company also provides operations and maintenance ("O&M"] services, including for projects constructed by third parties.

The Company''s operations are supported by a competent and sizable design and engineering team which is responsible for

designing solutions that it believes are innovative and cost effective, with an aim to increase the performance ratio of solar power projects. The Company believes that its design and engineering solutions, coupled with robust quality compliance checks on PV modules helps it in achieving the contractually agreed performance ratio for the solar power projects it constructs.

The Company uses its subsidiaries and branch offices globally for its operations. The Company leverages these offices to strategically tap solar opportunities in markets in which it does not have a permanent presence. The Company strategically focuses on markets that have conducive solar power policies and high solar resources and invests in geographies having long term solar opportunities. The Company also adopts a disciplined expansion strategy that it customizes for each market with a view to enhancing its bidding abilities in these geographies.

Share Capital

There was no change in the Share Capital of the Company during the Financial Year under review.

As on March 31, 2023, the issued, subscribed and paid-up Equity Share Capital of the Company stood at '' 18,96,93,333 comprising of 18,96,93,333 Equity Shares of '' 1/- (Rupee One only] each fully paid.

Details of Utilization of Funds Raised Through Preferential Issue

During the Financial Year 2021-22, the Company had on preferential basis allotted 2,93,33,333 (Two Crore Ninety Three Lakh Thirty Three Thousand Three Hundred and Thirty Three) Equity Shares of face value of '' 1/- (Rupee One only) each fully paid up, at a price of '' 375/- (Rupees Three Hundred and Seventy Five only) (including premium of '' 374/-) per Equity Share for a consideration of '' 1,099,99,99,875/-(Rupees One Thousand Ninety Nine Crore Ninety Nine Lakh Ninety Nine Thousand Eight Hundred And Seventy Five only) to Reliance New Energy Limited (formerly known as Reliance New Energy Solar Limited).

As on March 31, 2023, the Company has utilized the entire proceeds of preferential allotment for the purpose which was specified in the Offer Document/ Notice of Extra Ordinary General meeting i.e. to strengthen the balance sheet of the Company.

During the Financial Year under review, the Company has not raised any funds through Preferential Issue.

Material Events During the Financial Year Under Review

For achieving Minimum Public Shareholding ("MPS") compliance, Shapoorji Pallonji and Company Private Limited and Khurshed Yazdi Daruvala ("the Promoters") were required to sell 1.87% shareholding (pursuant to the Initial Public Offer) and 3.56% shareholding (pursuant to Reliance New Energy Limited''s acquisition). The Promoters sold 35,56,181 Equity Shares (1.87% of the paid-up equity share capital) of the Company by way of Offer for Sale through Stock Exchange Mechanism (one of the methods permitted by SEBI for complying with MPS requirements) on August 12, 2022 and August 16, 2022, respectively. Further, the Promoters sold 75,18,296 Equity Shares (3.96% of the paid-up equity share capital) of the Company by way of Offer for Sale through Stock Exchange Mechanism (one of the methods permitted by SEBI for complying with MPS requirements) on December 20, 2022 and December 21, 2022, respectively.

Consequent to the Offers for Sale by the Promoters during the Financial Year under review, as on March 31, 2023, the Shareholding of the Promoters and Promoter Group stood at 72.73% and the Shareholding of the Public is 27.27% of the paid-up equity share capital of the Company.

Transfer to Reserves

No amount has been transferred to general reserves for the Financial Year ended March 31, 2023.

Dividend

The Directors do not recommend any dividend for the Financial Year under review.

In terms of the provisions of Regulation 43A of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations), the Company has formulated and adopted a Dividend Distribution Policy. The Policy is enclosed as Annexure A, and is also available on the Company''s website and can be accessed at https://www.sterlingandwilsonre.com/ pdf/reg/dividend-distribution-policy.pdf.

Subsidiaries

During the Financial Year under review, Sterling and Wilson Solar Malaysia SDN. BHD. Malaysia, a step down subsidiary of the Company has been struck-off from the Companies Commission of Malaysia on January 20, 2023 consequent to the striking-off application filed by the subsidiary.

Further, Sterling and Wilson Solar Solutions Inc. ("SWSS"), a step-down subsidiary of the Company, incorporated a wholly owned subsidiary in the name of Sterling and Wilson Renewable Energy Nigeria Limited in Nigeria on February 09, 2023.

The Company has 24 (Twenty Four) subsidiaries as on March 31, 2023 comprising of 5 (Five) direct subsidiaries and 19 (Nineteen) step down subsidiaries. The Company also has share in a partnership firm in India.

In accordance with the SEBI Listing Regulations, the Company has formulated a policy for determining its material subsidiaries. The said Policy is available on the Company''s website and can be accessed at https:// www.sterlingandwilsonre.com/pdf/reg/policy-on-material-subsidiaries.pdf.

As on March 31, 2023, the Company has 2 (Two) material subsidiaries, namely Sterling and Wilson International Solar FZCO and Sterling and Wilson Solar Solutions Inc.

Performance Highlights

The Audit Committee/ Board of Directors ("the Board") reviews the Financial Statements, significant transactions and investments of all the subsidiary companies. The minutes of the subsidiary companies are also placed before the Board at its meetings.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of Financial Statements of the Company''s subsidiaries in Form AOC-1 is attached to the Financial Statements of the Company.

The said Form also highlights the financial performance of each of the subsidiaries of the Company included in the

Consolidated Financial Statements pursuant to Rule 8(1] of the Companies (Accounts] Rules, 2014.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statements of the Company along with relevant documents and separate audited Financial Statements in respect of subsidiaries, are available on the website of the Company at https:// www.sterlingandwilsonre.com/investor-relations/financials.

Consolidated Financial Statements

In accordance with the provisions of Section 129(3] of the Act and Regulation 34 of the SEBI Listing Regulations, the Audited Consolidated Financial Statements of the Company forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

Particulars of Loans, Guarantees, Investments & Securities

Loans, guarantees and investments covered under Section 186 of the Act form part of the Notes to the Financial Statements provided in this Annual Report.

Directors & Key Managerial Personnel

Directors

As on March 31, 2023, the Board comprises of 4 (Four] NonExecutive Directors and 4 (Four] Non-Executive Independent Directors.

Appointments made during the Financial Year under review

The Shareholders via Postal Ballot approved the appointment of Mr. Cherag Balsara and Ms. Naina Krishna Murthy as Non-Executive Independent Directors for a period of 5 (Five] consecutive years commencing with effect from March 29, 2022 and April 07, 2022 respectively and the appointment of Mr. Balanadu Narayan and Mr. Saurabh Agarwal as Non-Executive Non-Independent Directors of the Company with effect from April 07, 2022. The resolutions approving the said appointments were passed by the Shareholders on June 26, 2022.

Retiring by rotation at the ensuing 6^th Annual General Meeting

Pursuant to the provisions of Section 152(6] of the Act and the Articles of Association of the Company, Mr. Pallon Mistry (DIN: 05229734], Non-Executive Non-Independent Director of the Company is liable to retire by rotation in the ensuing 6^th Annual General Meeting ("6^th AGM"].

Mr. Pallon Mistry will not be seeking re-election at the 6^th AGM.

The Board wishes to place on record its deep appreciation for the contribution of Mr. Pallon Mistry during his tenure as a Director with the Company.

The Board at its meeting held on April 20, 2023 recommended the appointment of Mr. Umesh Khanna (DIN: 03634361] as a Non-Executive Non-Independent Director on the Board of the Company at the ensuing 6^th AGM as proposed by Shapoorji Pallonji and Company Private Limited, Promoter Shareholder, to fill the vacancy to be caused due to the retirement of Mr. Pallon Mistry as a Director at the ensuing 6^th AGM of the Company.

The approval of the Shareholders will be sought at the 6^th AGM for appointment of Mr. Umesh Khanna (DIN: 03634361] as a Non-Executive Non-Independent Director on the Board of the Company.

Declaration by Independent Directors

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

â¢ they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

â¢ they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

â¢ they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and holds the highest standards of integrity.

Also, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, for attending the Board/ Committee meetings of the Company.

None of the Directors of the Company are disqualified to act as a Director under Section 164(2] of the Act read with Rule

14(1] of the Companies (Appointment and Qualification of Directors] Rules, 2014.

Remuneration to Directors

The details of sitting fees paid to the Directors for attending the Board/ Committee meeting(s] during the Financial Year 2022-23 are as under:

Name of Director	Designation	Sitting fees paid during F.Y. 2022-23⁽¹⁾(In '')
Mr. Khurshed Daruvala	Non-Executive Director	13,95,000
Mr. Balanadu Narayan	Non-Executive Director	5,00,000
Mr. Cherag Sarosh Balsara	Independent Director	5,50,000
Mr. Keki Elavia	Independent Director	13,75,000
Ms. Naina Krishna Murthy	Independent Director	3,00,000
Mr. Pallon Mistry	Non-Executive Director	4,70,000
Ms. Rukhshana Mistry	Independent Director	13,45,000
Mr. Saurabh Agarwal	Non-Executive Director	5,00,000
Note: (1] Cross amount [without deducting TDS]

Key Managerial Personnel

During the Financial Year under review, there were no changes in the Key Managerial Personnel ("KMPs"] of the Company.

Pursuant to the provisions of Section 2(51] and Section 203 of the Act read with the Rules framed thereunder, the following persons are KMPs of the Company as on March 31, 2023:

1. Mr. Chandra Kishore Thakur, Manager;

2. Mr. Bahadur Dastoor, Chief Financial Officer; and

3. Mr. Jagannadha Rao Ch. V., Company Secretary.

The Members of the Company at their 3^rd Annual General Meeting held on September 30, 2020, had by way of an Ordinary Resolution approved the appointment and remuneration of Mr. Chandra Kishore Thakur, Manager of the Company for a term of 3 (Three] years with effect from September 01, 2020.

Mr. Thakur was paid a remuneration of '' 2,26,38,420 for the Financial Year 2022-23. At the time of his appointment, the Company had adequate profits and the remuneration proposed

to be paid to Mr. Chandra Kishore Thakur was well within the limits prescribed under the Act. However, the Company has registered a loss of '' (355.02] Crore over the previous year.

As a result of the above, the aggregate remuneration paid to Mr. Chandra Kishore Thakur, Manager of the Company during the Financial Year 2022-2 3 exceeded the limits specified under Section 197 of the Act read with Schedule V thereto. An excess payment of '' 1,00,32,890 has been made to Mr. Thakur for the Financial Year 2022-23.

Pursuant to Section 197(10] of the Act, the Members of the Company could waive the recovery of excess remuneration by passing a Special Resolution. Considering the valuable contribution made by Mr. Chandra Kishore Thakur to the Company, it is appropriate and justifiable to waive off the requirement of recovery of excess remuneration paid to him due to inadequate profits.

The Board recommends the Special Resolution set out at Item No. 4 of the Notice for approval by the Members. The information as required to be disclosed as per the provisions of Part II Section II(b](iv] of Schedule V of the Act is given in the Annexure 2 to the Notice.

Further, on the recommendation of the Nomination and Remuneration Committee ("NRC"], the Board at its meeting held on April 20, 2023 approved the re-appointment of Mr. Chandra Kishore Thakur as the Manager of the Company for a term of 2 (Two] years with effect from September 01, 202 3, subject to the approval of the Members at the 6^th AGM.

In compliance with Regulation 36(3] of the Listing Regulations and Secretarial Standards - 2 on General Meetings, the brief resume, expertise and other details of Mr. Thakur are given in the Notice convening the 6^th AGM.

The Board recommends the Special Resolution to the Members for re-appointment of Mr. Chandra Kishore Thakur as the Manager of the Company for a term of 2 (Two] years as set out at Item No. 5 of the Notice.

Familiarization Programme for Independent Directors

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors. The programme aims to provide insights into the Company to enable the Independent Directors to understand the working of the Company, nature of the industry in which the Company operates, business model, major litigations, internal control and so on and to familiarize them with their roles, rights and responsibilities as Independent Directors. The details

of familiarization programmes imparted to the Directors, including Independent Directors during the Financial Year 2022-23 are available at the Company''s website and can be accessed at https://www.sterlingandwilsonre.com/pdf/ familiarization-programme-for-independent-directors.pdf

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, its Committee(s), Independent Directors, Non-Executive Directors and the Chairman of the Board.

In order to have a fair and unbiased view of all the Directors, the Company engaged the services of an external agency to facilitate the evaluation process. The Directors were provided with an electronic platform to record their views and a consolidated report was generated by the agency based on the views expressed by each of the Directors. The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Directors, succession planning, strategic planning, etc. Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/ recommendation to the Board, etc.

In a separate meeting of Independent Directors of the Company held on March 27, 2023, the performance of NonIndependent Directors, the Board as a whole and the Chairman of the Company was evaluated by the Independent Directors.

In the Board meeting held on April 20, 2023, the performance of the Board and its Committees was discussed. The Chairman of the Company interacted with each Director individually, for evaluation of performance of the individual Directors.

The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of the Company hereby confirms that:

1. i n the preparation of the Annual Financial Statements for the Financial Year ended on March 31, 2023, the applicable Accounting Standards have been followed and no material departures have been made from the same;

2. they have selected such accounting policies and applied them consistently and made judgments 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, 2023 and of the loss of the Company for the year ended on March 31, 2023;

3. they 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;

4. the annual accounts for the Financial Year ended on March 31, 2023 are prepared on a going concern basis;

5. they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Meetings of the Board of Directors

The Board meets at regular intervals to discuss and decide on the Company''s performance and strategies. During the Financial year under review, 6 (Six) Board meetings were held. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Annual Report.

All the information that is required to be made available to the Directors in terms of the provisions of the Act and the SEBI Listing Regulations, so far as applicable to the Company, is made available to the Board.

Committees of the Board

The Company has constituted the following Committees:

1. Audit Committee;

2. Corporate Social Responsibility Committee;

3. Management Committee;

4. Nomination and Remuneration Committee;

5. Risk Management Committee; and

6. Stakeholders'' Relationship Committee.

The composition of each of the above Committees, their respective roles and responsibilities are provided in detail in the Corporate Governance Report, which is a part of this Annual Report.

All the recommendations made by the various Committee(s), during the year, were accepted by the Board of your Company.

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

The Board has adopted a Nomination and Remuneration Policy in terms of the provisions of Section 178(3) of the Act and the SEBI Listing Regulations, dealing with appointment and remuneration of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel ("SMP"). The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, KMP and SMP. The said Policy is annexed to this Report as Annexure B and is also available on the website of the Company at https://www.sterlingandwilsonre.com/investor-relations/ corporate-governance.

Internal Financial Control Systems and its Adequacy

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has appointed Internal Auditors who periodically audit the adequacy and effectiveness of the internal controls laid down by the Management and suggest improvements.

The Audit Committee of the Board approves the annual internal audit plan and periodically reviews the progress of audits as per the approved approved audit plan along with critical internal audit findings presented by internal auditors, status of implementation of audit recommendations, if any, and adequacy of internal controls.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this Annual Report.

Annual Return

In terms of the provisions of Section 92(3) and Section 134 (3) (a) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year 2021-22 in the prescribed Form No. MGT-7 is available on the Company''s website at

https://www.sterlingandwilsonre.com/investor-relations/

financials

Business Responsibility and Sustainability Report

SEBI vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f. May 05, 2021, has introduced new reporting requirements for the top 1000 listed companies with effect from the Financial Year 2022-23 on ESG (Environment, Social and Governance) parameters called the Business Responsibility and Sustainability Report ("BRSR").

The Company has submitted the BRSR in place of the Business Responsibility Report for the Financial Year 2022-23. The BRSR setting out various initiatives taken by the Company on the Environmental, Social and Governance front, is presented in a separate section and forms a part of this Annual Report.

Corporate Governance

The Company believes that an effective framework of Corporate Governance is the foundation for sustainable growth and long term shareholders'' value creation. It is critical to ensure sound Corporate Governance for enhancing and retaining stakeholders'' trust and your Company seeks to ensure that its performance goals are met accordingly. The efforts of the Company are focused on long term value creation to all its stakeholders including members, customers, partners, employees, lenders and the society at large. The Board reaffirms its continued commitment to good corporate governance practices.

The Report on Corporate Governance, as stipulated under the SEBI Listing Regulations forms part of this Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Act.

During the year under review, the Company complied with the provisions relating to corporate governance as provided under the SEBI Listing Regulations.

A certificate from Manish Ghia & Associates, Secretarial Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the SEBI Listing Regulations, is annexed to this Report.

Credit Rating

The Company has obtained credit rating for the debt instruments issued/ to be issued and the short term borrowings availed/ being availed by the Company. For the details on the same, please refer to the Corporate Governance Report, which is a part of this Annual Report.

Employee Stock Options Plan

The Shareholders of the Company by way of Special Resolution(s) via Postal Ballot on May 30, 2021 had approved Sterling and Wilson Solar Limited - Employees Stock Options Plan ("SWSL ESOP Plan") and authorized the Board/ NRC to create, grant, offer, issue and allot at any time, to or for the benefit of certain present and future employees of the Company, including its branches and subsidiary companies, within and outside India, such number of Stock Options exercisable within the overall limit of 16,03,600 Equity Shares of '' 1/- each.

Further, consequent to change in name of the Company the name of the ESOP plan was changed from Sterling and Wilson Solar Limited - Employees Stock Options Plan to Sterling and Wilson Renewable Energy Limited - Employees Stock Options Plan ("SWREL ESOP Plan")

The NRC, inter alia, administers and monitors the SWREL ESOP Plan. The NRC has approved the grant of 13,01,213 out of total 16,03,600 Options to the eligible employees exercisable into not more than 13,01,213 Equity Shares of face value of '' 1/-each fully paid-up of the Company. The said Options shall vest in 4 (Four) equal annual instalments after 1 (One) year from the date of grant. The first annual instalment''s Options have been vested, however, no Option grantee has exercised any Options during the Financial Year under review.

There has been no material change in the SWREL ESOP Plan during the Financial Year 2022-23 and the scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations").

The disclosures as required under Regulation 14 of SBEB Regulations have been placed on the website of the Company and can be accessed at https://www.sterlingandwilsonre.com/ pdf/ESOP-Disclosure.pdf

A certificate from Manish Ghia & Associates, Secretarial Auditors of the Company certifying that the Plan has been implemented in accordance with SBEB Regulations pursuant to the resolution(s) passed by the Members will be available for inspection electronically at the 6^th AGM.

Management Discussion and Analysis

As per Regulation 34 of the SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report outlining the business of the Company forms a part of this Annual Report. It, inter alia, provides details about the Indian and Global economy, business performance review of the Company''s various businesses and other material developments during the Financial Year 2022-23.

Auditors & Reports Statutory Auditor

Further, the Shareholders at their 5^th AGM held on September 30, 2022, in addition to the existing Statutory Auditors of the Company, approved the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of the Company for a term of 5 (Five) consecutive years from the conclusion of 5^th AGM till the conclusion of 10^th AGM.

The Statutory Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company. There is no qualification or adverse remark in Auditors'' Report.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Manish Ghia & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31, 2023 is annexed herewith as Annexure C to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer, except as under:

"The Company was not in compliance with the requirement under Regulation 38 of Listing Regulations read with Rule 19(2] and Rule 19A of Securities Contract Regulation Rules, 1957, during the period August 20, 2022 to December 19, 2022 relating to minimum public shareholding."

Management Response

The Company is of the view that it has complied with the provisions of Rule 19(2) (b) and also Rule 19A (2) of Securities Contracts (Regulations) Rules, 1957 read with Regulation 38 of the SEBI Listing Regulations, as amended. However, the penalty in the form of fine as imposed by the Stock Exchanges was paid under protest by the Company.

Branch Auditors

In terms of the provisions of Section 143(8) of the Act read with Rule 12 of the Companies (Audit and Auditors) Rules, 2014, the audit of the accounts of the branch offices of the Company located outside India is required to be conducted by the person(s) or firm(s) qualified to act as Branch Auditors in accordance with laws of that country. The Board of Directors seek approval of the Members at the 6^th AGM to authorise the Board/ Audit Committee to appoint Auditors for the branch offices of the Company and also to fix their remuneration. The Board recommends to the Members the Ordinary Resolution as set out at Item No. 3 of the Notice.

Reporting of Frauds by Auditors

During the Financial Year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee under Section 143(12) of the Act any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in this Report.

Particulars of Contracts or Arrangement with Related Parties

All contracts/ arrangements/ transactions entered into by the Company during the Financial Year with its related parties were approved and reviewed by the Audit Committee from time to time and the details of same are disclosed as part of the Financial Statements of the Company for the Financial Year under review, as per the applicable provisions of the Act.

All contracts/ arrangements/ transactions with related parties entered into during the Financial Year were at arm''s length and in the ordinary course of business and in accordance with the provisions of the Act and the Rules made thereunder, the SEBI Listing Regulations and the Company''s Policy on Related Party Transactions. During the Financial Year under review, there were no transactions for which consent of the Board was required to be taken and accordingly, no disclosure is required in respect of the Related Party Transactions in the Form AOC-2 in terms of Section 134 of the Act and Rules framed thereunder.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and can be accessed at https://www.sterlingandwilsonre.com/pdf/ policy-on-related-party-transactions.pdf

Vigil Mechanism/ Whistle Blower Policy

Your Company promotes ethical behavior in all its business activities and your Company has adopted a Policy on Vigil Mechanism and Whistle Blower in terms of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations for receiving and redressing complaints from Employees, Directors and other Stakeholders.

("UPSI") that could adversely impact your Company''s operations, business performance and/ or reputation. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is your Company''s policy to ensure that no complainant is victimised or harassed for bringing such incidents to the attention of your Company.

The whistleblowers have access to the Chairperson of the Audit Committee, whenever required.

The Policy is available on the Company''s website and can be accessed at https://www.sterlingandwilsonre.com/pdf/ whistle-blowerpolicy.pdf. During the Financial Year under review, no Whistle Blower complaints were reported.

Code for Prevention of Insider Trading

In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, ("PIT Regulations") as amended, the Company has formulated and adopted the Internal Code of Conduct to regulate, monitor and report trading by Insiders ("the Insider Trading Code"). The Insider Trading Code prohibits dealing in securities of the Company by the designated persons and their immediate relatives, while in possession of unpublished price sensitive information in relation to the Company and during the period(s) when the trading window is closed.

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code of Fair Disclosure") in line with the PIT Regulations and has formulated a Policy for determination of ''legitimate purposes'' as a part of the Code of Fair Disclosure. The Code of Fair Disclosure also includes policy for procedures of inquiry in case of leak of (UPSI) and aims at preventing misuse of UPSI. The Code of Fair Disclosure is available on the Company''s website at https://www.sterlingandwilsonre.com/ investor-relations/corporate-governance

Pursuant to the above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of the PIT Regulations.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of your Company have constituted a Corporate Social Responsibility ("CSR") Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

In compliance with Section 135(1] of the Act, the Company has undertaken CSR activities, projects and programs as provided in the CSR Policy of the Company and as per the Annual Action Plan.

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the Financial Year under review are set out in Annexure D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this Report. The CSR policy is also available on the Company''s website at https://www.sterlingandwilsonre.com/investor-relations/ corporate-governance

Policy on Code of Business Ethics and Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company places importance in the way its business is conducted and the way each employee performs his/ her duties. The Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society. The Company has adopted the Sterling and Wilson Code on Business Ethics Policy ("Code") setting out the guiding fundamentals for the organization to conduct its business. The Code provides for the matters related to governance, compliance, ethics and other matters.

The Company has always believed in providing a safe and harassment free workplace for every individual working in any office through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC] which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

During the Financial Year under review, the ICC has not received any complaint.

Human Resources

The Company understands that people are its most valuable asset and recognizes talent as the primary source of competitive edge. Realizing the criticality of talent, the Company continues to

focus on capability building through dedicated talent pipelines and competency upgradation through behavioral, technical, functional, and digital learning and development initiatives.

The employee relations remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by the employees across all levels whose enthusiasm, team efforts, devotion and sense of belonging has always made the Company proud.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company consciously makes all efforts to conserve energy across its operations. In terms of the provisions of Section 134(3](m] of the Act read with the Companies (Accounts] Rules 2014, the report on conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this Report as Annexure E.

Particulars of Employees

Disclosure with respect to remuneration of Directors and Employees as required under Section 197 of the Act read with Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 ("said Rules"] forms part of this Report as Annexure F.

Details of Employee remuneration as per the provisions of Section 197 of the Act and Rules 5(2] and 5(3] of the above said Rules shall be made available to the Members by writing to the Company at [email protected]

Risk Management

Risk management is integral to the Company''s strategy and for the achievement of the long-term goals. Our success as an organisation depends on our ability to identify and leverage the opportunities while managing the risks.

The challenges faced by the Company have brought a mix of opportunities and uncertainties impacting the Company''s objectives. Risk management, which aims at managing the impact of these uncertainties, is an integral part of the Company''s strategy setting and decision making process. The Company regularly identifies uncertainties and after assessing them, devises short-term and long-term actions to mitigate any risk which could materially impact your Company''s longterm goals. This process of identifying and assessing the risks is a two-way process with inputs being taken from Employees across the organization. The Company engages regularly with various stakeholders to foresee changing/ emerging expectations and proactively tries to integrate the same with the overall plans and priorities of the Company.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits.

Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to the Company''s Senior Management, the Audit Committee, the Risk Management Committee and the Board.

Mitigation plans to significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership. The Company endeavours to continually sharpen its risk management systems and processes in line with a rapidly changing business environment.

Further details on the risk management activities including the implementation of Risk Management framework/ policy, key risks identified and their mitigations are covered in the Management Discussion and Analysis, which forms part of this Annual Report.

Secretarial Standards

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

General

The Directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the Company or relevant transactions/ events have not taken place during the year under review:

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and the Company''s operations in future.

â¢ The Company has not accepted any deposits within the meaning of Section 2(31] and Section 73 of the Act and the Rules framed thereunder. As on March 31, 2023, there were no deposits lying unpaid or unclaimed.

â¢ There is no plan to revise the Financial Statements or Directors'' Report in respect of any previous Financial Years.

â¢ The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

â¢ The Company has not issued shares (including sweat equity shares] to employees under any scheme save and

except Employees Stock Options schemes referred to in this report.

â¢ No material changes and commitments have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report affecting the financial position of the Company.

â¢ No application has been made against the Company under the Insolvency and Bankruptcy Code, 2016 ("IBC"] hence the requirement to disclose the details of application made or any proceeding pending under the IBC (31 of 2016] during the year along with their status as at the end of the Financial Year is not applicable. There was no instance of onetime settlement with any Bank or Financial Institution.

â¢ There was no deviation or variation in the use of proceeds of preferential allotment from the objects stated in the offer document/ explanatory statement to the notice for the general meeting and the actual utilization of fund.

Acknowledgement

The Directors take this opportunity to express their appreciation for the support and co-operation extended by our Customers, Bankers, Vendors, Suppliers, Sub-Contractors and all other stakeholders. The Directors gratefully acknowledge the ongoing co-operation and support provided by all Statutory and Regulatory Authorities.

The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s employees at all levels. Your Directors also appreciate and acknowledge the confidence reposed in them by the Members of the Company.

For & on behalf of the Board of Sterling and Wilson Renewable Energy Limited

Place: Mumbai Khurshed Daruvala

Date: April 20, 202 3 Chairman & Non-Executive Director

Mar 31, 2022

Your Directors are pleased to present the 5^th Annual Report along with the Audited Financial Statements of Sterling and Wilson Renewable Energy Limited (formerly known as Sterling and Wilson Solar Limited) ("the Company") for the Financial Year ended March 31, 2022.

Financial Performance

The key highlights of the financial performance of the Company for the Financial Year ended March 31, 2022 along with comparison with the previous Financial Year ended March 31, 2021 are provided below:

Particulars	Consolidated FY 2021-22 FY 2020-21		(''in Crore) Standalone FY 2021-22 FY 2020-21
Revenue from Operations	5,198.94	5,080.80	3,459.58	3,176.17
EBITDA	(859.35)	(362.37)	(194.17)	(189.60)
Less:
Depreciation	14.67	16.51	7.90	8.20
Finance Cost	76.71	93.09	75.34	67.59
Add:
Interest Income	40.57	131.93	71.99	122.72
(Loss)/ Profit before tax	(910.16)	(340.04)	(205.42)	(142.67)
Provision for tax (including deferred tax)	5.60	(50.00)	(37.90)	(31.23)
Loss/ Profit after tax	(915.76)	(290.04)	(167.52)	(111.44)

On a consolidated basis, the revenue from operations for the Financial Year 2021-22, stood at '' 5,198.94 Crore as compared to '' 5,080.80 Crore in the Financial Year 2020-21. The consolidated loss after tax amounted to '' (915.76) Crore in the Financial Year 2021-22 as against a loss of '' (290.04) Crore in the Financial Year 2020-21.

On a standalone basis, the revenue from operations for the Financial Year 2021-22, stood at '' 3,459.58 Crore as compared to '' 3,176.17 Crore in the Financial Year 2020-21. The standalone loss after tax amounted to '' (167.52) Crore as against a loss of '' (111.44) Crore in the Financial Year 2020-21.

Revenue from operations increased to '' 5,198.9 Crore in the Financial Year 2021-22 from '' 5,080.80 Crore in the Financial Year 2020-21.

Adjusted gross margins (adjusted for MTM impact) stood at (9.7%) in the Financial Year 2021-22 as compared to 1.2% in the Financial Year 2020-21. Gross margins for the Financial Year 2021-22 continue to remain impacted significantly primarily on account of increase in modules prices, liquidated damages and increase in overhead and subcontracting costs due to extension in project timelines because of Covid-19 and module delivery delays.

The O&M business revenue decreased by 11.6% to '' 222.9 Crore in the Financial Year 2021-22 from '' 252.10 Crore in the Financial Year 2020-21.

Other Income stood at '' 35 Crore in the Financial Year 2021-22 as compared to '' 27 Crore in the Financial Year 2020-21.

Business Overview

The Company is a global pure-play, end-to-end solar engineering, procurement, and construction ("EPC") solutions provider. The Company provides EPC services primarily for utility-scale solar power projects with a focus on project design and engineering and manages all aspects of project execution from conceptualizing to commissioning. The Company also provides operations and maintenance ("O&M") services, including for projects constructed by third parties.

The Company''s operations are supported by a competent and sizable design and engineering team which is responsible for designing solutions that it believes are innovative and cost effective, with an aim to increase the performance ratio of solar power projects. The Company believes that its design and engineering solutions, coupled with robust quality compliance checks on PV modules helps it in achieving more than the contractually agreed performance ratio for the solar power projects it constructs.

Material events during the year under review

Pursuant to the Share Subscription Agreement ("SSA") entered into between the Company, Shapoorji Pallonji and Company Private Limited ("SPCPL"), Mr. Khurshed Daruvala and Reliance New Energy Limited (formerly known as Reliance New Energy Solar Limited) ("RNEL"), the Board at its meeting held on October 10, 2021, approved the issuance of 2,93,33,333 (Two Crore Ninety Three Lakhs Thirty Three Thousand Three Hundred and Thirty Three only) Equity Shares of face value of '' 1/- each at a price of '' 375/- per equity share aggregating to '' 1,099,99,99,875/- (Rupees One Thousand Ninety Nine Crore Ninety Nine Lakhs Ninety Nine Thousand Eight Hundred and Seventy Five only) on a preferential basis to RNEL, a wholly-owned subsidiary of Reliance Industries Limited ("Preferential Issue").

The Shareholders approved the Preferential Issue at its Extraordinary General Meeting held on November 02, 2021. Further, the Board at its meeting held on December 30, 2021 approved the allotment of 2,93,33,333 Equity Shares to RNEL on preferential basis.

Further, RNEL has become one of the Promoters of the Company post the above said preferential allotment.

Pursuant to the Share Purchase Agreement ("SPA") entered into between SPCPL, Mr. Khurshed Daruvala and RNEL, SPCPL sold 1,84,00,000 Equity Shares of the Company ("Tranche I Sale Shares") to RNEL on January 06, 2022. Further, SPCPL and Mr. Khurshed Daruvala have sold 1,53,80,904 and 42,86,846 Equity Shares ("Remaining Sale Shares") respectively to RNEL on February 09, 2022.

Also, pursuant to the open offer made by RNEL along with its PACs, 84,76,251 Equity Shares (4.47% of total paid-up equity share capital) were tendered by the public shareholders of the Company and accepted by RNEL.

Together with the Preferential Issue of 2,93,33,333 Equity Shares by the Company to RNEL on December 30, 2021, the sale of Tranche 1 Sale Shares and Remaining Sale Shares and the Equity Shares acquired by RNEL from the public

shareholders in the open offer, RNEL holds 7,58,77,334 Equity Shares representing 40.00% of the total share capital of the Company as on March 31, 2022.

Share Capital

Consequent to the Preferential Issue to RNEL, during the year under review, the issued, subscribed and paid-up equity share capital of the Company has increased from '' 16,03,60,000 to '' 18,96,93,333.

The issued, subscribed and paid-up equity share capital of the Company as at March 31, 2022 stood at '' 18,96,93,333 comprising of 18,96,93,333 Equity Shares of '' 1/- each fully paid.

Transfer to Reserves

No amount has been transferred to general reserves for the Financial Year ended March 31, 2022.

Dividend

During the year under review, the Board has not recommended dividend on the equity shares of the Company.

In terms of the provisions of Regulation 43A of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations), the Company has formulated a Dividend Distributio n Po licy. The Policy is enclo sed as Annexure A, and is also available on the Company''s website and can be accessed at https://www.sterlingandwilsonre.com/pdf/reg/ dividend-distribution-policy.pdf

Subsidiaries

During the year under review, Sterling and Wilson International Solar FZCO ("SWFZCO"), a wholly owned subsidiary of the Company increased its shareholding in Sterling and Wilson Middle East Solar Energy L.L.C ("SWME Solar") from 147 fully paid equity shares of AED 1,000 representing 49% of the total share capital to 300 fully paid-up equity shares of AED 1,000 representing 100% of total share capital of SWME Solar. Consequent to the same, SWME Solar is now a wholly owned subsidiary of SWFZCO.

Further, 10 (Ten) subsidiaries have been incorporated by Sterling and Wilson Solar Spain, S.L. namely, Esterlina Solar -Proyecto Uno, S.L., Esterlina Solar - Proyecto Dos, S.L., Esterlina Solar - Proyecto Tres, S.L., Esterlina Solar - Proyecto Cuatro, S.L., Esterlina Solar - Proyecto Cinco, S.L., Esterlina Solar - Proyecto Seis, S.L., Esterlina Solar - Proyecto Siete, S.L., Esterlina Solar - Proyecto Ocho, S.L., Esterlina Solar - Proyecto Nueve, S.L. and Esterlina Solar - Proyecto Diez, S.L. However, no capital has been infused in these companies as on March 31, 2022.

The Company has 24 (Twenty Four] subsidiaries as on March 31, 2022 comprising of 5 (Five) direct subsidiaries and 19 (Nineteen) step down subsidiaries. The Company also has share in a partnership firm in India.

In accordance with the SEBI Listing Regulations, the Company has formulated a policy for determining its material subsidiaries. The said Policy is available on the Company''s website and can be accessed at https://www.sterlingandwilsonre.com/pdf/reg/ policy-on-material-subsidiaries.pdf

Performance Highlights

The said Form also highlights the financial performance of each of the subsidiaries of the Company included in the Consolidated Financial Statements pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statements of the Company along with relevant documents and separate audited Financial Statements in respect of subsidiaries, are available on the website of the Company at https://www.sterlingandwilsonre. com/investo r-relations/financials

Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Act and Regulation 34 of the SEBI Listing Regulations, the Audited Consolidated Financial Statements of the Company forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

Deposits

The Company has not accepted any deposits within the meaning of Section 2(31) and Section 73 of the Act and the Rules framed thereunder. As on March 31, 2022, there were no deposits lying unpaid or unclaimed.

Particulars of Loans, Guarantees, Investments & Securities

Pursuant to section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, disclosures

relating to loans, advances and investments as on March 31, 2022 are given in the Notes to the Standalone Financial Statements.

Directors & Key Managerial Personnel Directors

Your Company''s Board consists of global leaders and visionaries who provide strategic direction and guidance to the organization. As on the date of this report, the Board comprised of 4 (Four) Non- Executive Directors and 4 (Four) Non-Executive Independent Directors.

Cessation

During the year under review, Mr. Arif Saleh Doctor (DIN: 08390169), an Independent Director of the Company, demitted his office as a Director of the Company with effect from the close of business hours on February 18, 2022, on account of personal reasons. The Board placed on record its sincere appreciation for the valuable contribution and services rendered by Mr. Arif Saleh Doctor during his tenure as an Independent Director of the Company.

Mr. Bikesh Ogra (DIN: 08378235), a Non-Executive Director of the Company, demitted his office as a Director of the Company with effect from April 07, 2022, on account of his enhanced commitments in other avenues being presently pursued. The Board placed on record its sincere appreciation for the valuable contribution and services rendered by Mr. Bikesh Ogra during his tenure as a Non-Executive Director of the Company.

Appointment

Subject to the approval of the Shareholders and based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board at its meeting held on March 29, 2022, appointed Mr. Cherag Balsara (DIN:07030974), as an Additional Director, designated as Non-Executive Independent Director of the Company, not liable to retire by rotation, for a period of 5 (Five) consecutive years commencing with effect from March 29, 2022 to March 28, 2027.

Pursuant to the terms of the SSA and SPA it was inter alia agreed between the parties to the agreements that 4 (Four) new Independent Directors shall be appointed to the Board of the Company to further increase the Boards'' strength''s and to help bring in diverse thoughts and ideas at the Board level and thereby ensure that the Board achieves better decision making and governing abilities, with the diversity of experience, knowledge, perspective and gender in the Board of Directors. The existing Independent Directors of the Company shall continue to remain on the Board.

Accordingly, subject to the approval of the Shareholders and based on the recommendation of the NRC, the Board at its meeting held on April 07, 2022, appointed Ms. Naina Krishna

Murthy (DIN:01216114), as an Additional Director, designated as Non-Executive Independent Director of the Company, not liable to retire by rotation, for a period of 5 (Five) consecutive years commencing with effect from April 07, 2022 till April 06, 2027.

Further, pursuant to the terms of the SSA and SPA, it was also agreed between the parties to the agreements that RNEL would nominate 2 (Two) Non-Executive Directors on the Board of the Company.

Pursuant to the nomination made by RNEL and based on the recommendations of the NRC, the Board at its meeting held on April 07, 2022, appointed Mr. Balanadu Narayan (DIN:00007129) and Mr. Saurabh Agarwal (DIN: 09206293) as Additional Directors, designated as Non-Executive Non-Independent Directors with effect from April 07, 2022, subject to the approval of the Shareholders.

The Company has sought the approval of the Shareholders via Postal Ballot for appointment of Mr. Cherag Balsara as Non-Executive Independent Director for a period of 5 (Five) consecutive years commencing with effect from March 29, 2022 to March 28, 2027, Ms. Naina Krishna Murthy as Non-Executive Independent Director for a period of 5 (Five) consecutive years commencing with effect from April 07, 2022 till April 06, 2027, Mr. Balanadu Narayan as Non-Executive Non-Independent Director and Mr. Saurabh Agarwal as Non-Executive Non-Independent Director of the Company. The Notice of Postal Ballot was sent to the Shareholders on May 26, 2022 and the resolutions approving the said appointments was passed by the Shareholders on June 26, 2022.

Retiring by rotation and continuing as Director

Pursuant to the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Khurshed Daruvala (DIN:00216905), Chairman and Non-Executive Director, is liable to retire by rotation at the ensuing 5^th Annual General Meeting ("5^th AGM").

The Board recommends the re-appointment of Mr. Khurshed Daruvala as a Non-Executive Director of the Company for your approval.

In compliance with Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards - 2, the brief resume, expertise and other details of Mr. Khurshed Daruvala are given in the Notice convening the ensuing 5^th AGM.

Declaration by Directors

The Company has received necessary declarations from the Independent Directors required under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, confirming that they meet the criteria of independence.

There has been no change in the circumstances affecting their status as an Independent Director during the year.

The Independent Directors have also confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs.

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.

Also, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, for attending the Board/ Committee meetings of the Company.

The details of sitting fees paid for attending the Board/ Committee meeting(s) during the Financial Year 2021-22 are as under:

Name of Director	Designation	Sitting fees paid during F.Y. 2021-22⁽¹⁾(In '')
Mr. Khurshed Daruvala	Non-Executive Director	16,70,000
Mr. Arif Doctor	Independent Director	8,50,000
Mr. Bikesh Ogra⁽²⁾	Non-Executive Director	8,50,000
Mr. Keki Elavia	Independent Director	16,50,000
Mr. Pallon Mistry	Non-Executive Director	6,60,000
Ms. Rukhshana Mistry	Independent Director	15,95,000
Mr. Cherag Balsara⁽³⁾	Independent Director	Nil

Note(s]:

(1) Cross amount (before deducting TDS).

(2) Mr. Bikesh Ogra ceased to be a Director of the Company effective from April 07, 2022.

(3) Mr Cherag Balsara was appointed as an Independent Director in the Board meeting held on March 29, 2022. Sitting fees have been be paid to Mr. Balsara for the Board/ Committee meetings held after April 01, 2022.

Further, pursuant to Section 164(2) of the Act, all the Directors have provided declarations in Form DIR-8 that they have not been disqualified to act as a Director.

Key Managerial Personnel

Pursuant to the provisions of Section 2(51) and Section 203 of the Act read with the Rules framed thereunder, the following

persons are Key Managerial Personnel of the Company as on March 31, 2022:

1. Mr. Chandra Kishore Thakur, Manager;

2. Mr. Bahadur Dastoor, Chief Financial Officer; and

3. Mr. Jagannadha Rao Ch. V., Company Secretary.

During the year under review, there were no changes in the Key Managerial Personnel of your Company.

The Members of the Company at their 3^rd Annual General Meeting held on September 30, 2020, had by way of an Ordinary Resolution approved the appointment and remuneration of the Mr. Chandra Kishore Thakur, Manager of the Company for a term of 3 years (w.e.f. September 01, 2020) at a remuneration of '' 2.04 Crore payable for the FY. 2021-22.

At the time of his appointment, the Company had adequate profits and the remuneration proposed to be paid to Mr. Chandra Kishore Thakur was well within the limits approved by the members. However, during the financial year 2021-22, the Company faced certain unprecedented adverse circumstances and the Company had registered a loss of approx. '' 107 Crore calculated in terms of Section 198 of the Act.

As a result of the above, the aggregate remuneration paid to Mr. Chandra Kishore Thakur, Manager of the Company during the financial year 2021-22 exceeded the limits specified under Section 197 of the Act read with Schedule V thereto. An excess payment of '' 0.69 Crore has been made to Mr. Thakur for the financial Year 2021-22.

Pursuant to Section 197(10) of the Act, the Members of the Company could waive the recovery of excess remuneration by passing a special resolution.

Considering the valuable contribution made by Mr. Chandra Kishore Thakur to the Company, it is appropriate and justifiable to waive off the requirement of recovery of proportionate excess remuneration paid to him due to inadequate profits.

The Board recommends the Special Resolution set out at Item No. 5 of the Notice for approval by the Members.

The information as required to be disclosed as per the provisions of Part II Section II(b)(iv) of Schedule V of the Act is given in the Annexure 2 to the Notice.

Familiarization Programme

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors. The programme aims

to provide insights into the Company to enable the Independent Directors to understand the working of the Company, nature of the industry in which the Company operates, business model, major litigations, internal control and so on and to familiarize them with their roles, rights and responsibilities as Independent Directors. The details of familiarization programmes imparted to Independent Directors during the Financial Year 2021-22 are available at the Company''s website and can be accessed at https://www.sterlingandwilsonre.com/pdf/ familiarization-programme-for-independent-directors.pdf

Performance Evaluation of the Board, its Committees and Individual Directors

In a separate meeting of Independent Directors of the Company held on March 29, 2022, the performance of NonIndependent Directors, the Board as a whole and the Chairman of the Company was evaluated, considering the views of the Non-Executive Directors.

In the Board meeting held on March 29, 2022, that followed the meeting of the Independent Directors, the performance of the Board and its Committees was discussed. The Chairman

of the Company interacted with each Director individually, for evaluation of performance of the individual Directors.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 134 of the Act, the Board of Directors of the Company hereby confirm that:

1. in the preparation of the Annual Financial Statements for the Financial Year ended on March 31, 2022, the applicable Accounting Standards have been followed and no material departures have been made from the same;

2. they have selected such accounting policies and applied them consistently and made judgments 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, 2022 and of the loss of the Company for the year ended on March 31, 2022;

4. the annual accounts for the Financial Year ended on March 31, 2022 are prepared on a going concern basis;

5. they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Meetings of the Board of Directors

During the year under review, 9 (Nine) Board meetings were held. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Annual Report.

All the information that is required to be made available to the Directors in terms of provisions of the Act and the SEBI Listing Regulations, so far as applicable to the Company, is made available to the Board.

Committees of the Board

The Company has constituted the following Committees:

1. Audit Committee;

2. Corporate Social Responsibility Committee;

3. Management Committee;

4. Nomination and Remuneration Committee;

5. Risk Management Committee; and

6. Stakeholders'' Relationship Committee.

The composition of each of the above Committees, their respective roles and responsibilities are provided in detail in the Corporate Governance Report, which is a part of this Annual Report.

All the recommendations made by the various Committee(s) of the Board of Directors, during the year, were accepted by the Board of your Company.

In addition to the above Committees, a Committee of Independent Directors was constituted on October 19, 2021, to provide reasoned recommendations on the open offer of RNEL. The recommendation on the open offer was given by the Committee of Independent Directors on December 28, 2021 and the same was published in the format prescribed by SEBI on December 29, 2021. As the purpose of the Committee was met, the Board of Directors at its meeting held on February 14, 2022 dissolved the Committee.

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

Internal Financial Control Systems and their Adequacy

Internal Financial Controls are an integrated part of the risk management process, addressing financial risks and financial reporting risks. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection

of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

An extensive program of internal audits and management reviews, supplement the process of internal financial control framework. Documented policies, guidelines and procedures are in place for effective management of internal financial controls. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively considering the nature of our industry and are operating as intended.

The Audit Committee comprises of professionally qualified Directors, who interact with the Statutory Auditors, Internal Auditors and management in dealing with matters within its terms of reference. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this Annual Report.

Annual Return

In terms of the provisions of Section 92(3) and Section 134 (3) (a) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year 2020-21 in the prescribed Form No. MGT-7 is available on the Company''s website at https://www.sterlingandwilsonre.com/investor-relations/ financials

Business Responsibility Report

As stipulated under Regulation 34 of the SEBI Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report.

Corporate Governance

Your Company believes that an effective framework of Corporate Governance is the foundation for sustainable growth and long term shareholders'' value creation. It is critical to ensure sound Corporate Governance for enhancing and retaining stakeholders'' trust and your Company seeks to ensure that its performance goals are met accordingly. The efforts of your Company are focused on long term value creation to all its stakeholders including members, customers, partners, employees, lenders and the society at large. The Board reaffirms its continued commitment to good corporate governance practices.

During the year under review, the Company complied with the provisions relating to corporate governance as provided under the SEBI Listing Regulations.

Credit Rating

Employee Stock Options Plan

The Shareholders of the Company by way of Special Resolution(s) via Postal Ballot on May 30, 2021 had approved the Sterling and Wilson Solar Limited - Employee Stock Option Plan ("SWSL ESOP Plan") and authorized the Board of Directors/ NRC to create, grant, offer, issue and allot at any time, to or for the benefit of certain present and future employees of the Company, including its branches and subsidiary companies, within and outside India, such number of Stock Options exercisable within the overall limit of 16,03,600 Equity Shares of '' 1/- each.

The NRC, inter alia, administers and monitors the SWSL ESOP Plan. The NRC at its meeting held on August 14, 2021 approved the grant of 13,01,213 out of total 16,03,600 Options to the eligible employees exercisable into not more than 13,01,213 equity shares of face value of '' 1/- each fully paid-up of the Company. The said options shall vest in 4 (four) equal annual instalments after (one) year from the date of grant. Further, no grantee has exercised any options till date since vesting.

The name of the Company was changed from Sterling and Wilson Solar Limited to Sterling and Wilson Renewable Energy Limited w.e.f. November 16, 2021. In view of the change in the name of the Company, the NRC approved the change in name of the scheme from "Sterling and Wilson Solar Limited - Employee Stock Option Plan" to "Sterling and Wilson Renewable Energy Limited - Employee Stock Option Plan" ("SWREL ESOP Plan") on March 29, 2022.

There has been no material change in the SWREL ESOP Plan during the Financial Year 2021-22 and the scheme is in

compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations").

Management Discussion and Analysis

As per Regulation 34 of the SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report outlining the business of your Company forms a part of this Annual Report. It, inter alia, provides details about the Indian and Global economy, business performance review of the Company''s various businesses and other material developments during the Financial Year 2021-22.

Auditors & Reports Statutory Auditor

The Board at its Meeting held on August 14, 2021, on the recommendation of the Audit Committee and subject to the approval of the Shareholders in the 4^th AGM had appointed M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (ICAI Firm Registration No. 104607W/ W100166) as Statutory Auditors of the Company to fill casual vacancy caused by resignation of M/s. B S R & Co. LLP, Chartered Accountants, former Statutory Auditors of the Company from August 15, 2021 until the conclusion of the 4^th AGM and had further recommended their appointment for a period of 5 consecutive years from the conclusion of 4^th AGM till the conclusion of 9^th AGM.

Pursuant to the SSA, RNEL has nominated M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/ W-100018) to be appointed as a Statutory Auditor of the Company, in addition to the existing Statutory Auditor of the Company.

The Board at their Meeting held on September 07, 2022, on the recommendation of the Audit Committee and subject to the approval of the Members in the ensuing 5^th AGM have recommended the appointment of

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/ W-100018) to be appointed as a Statutory Auditor for a period of 5 (Five) consecutive years from the conclusion of 5^th AGM till the conclusion of 10^th AGM, in addition to the existing Statutory Auditors of the Company.

Necessary resolutions and explanation thereto have been provided in the 5^th AGM Notice seeking approval of the Members.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Manish Ghia & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2021-22. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith as Annexure Cto this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Branch Auditors

In terms of provisions of Section 143(8) of the Act read with Rule 12 of the Companies (Audit and Auditors) Rules, 2014, the audit of the accounts of the branch offices of the Company located outside India is required to be conducted by the person(s) or firm(s) qualified to act as Branch Auditors in accordance with laws of that country. The Board of Directors seek approval of the Members to authorise the Board of Directors/ Audit Committee to appoint Auditors for the branch offices of the Company and also to fix their remuneration. The Board of Directors recommends to the Members the resolution, as stated in Item No. 4 of the Notice convening the ensuing 5^th AGM.

Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee under Section 143(12) of the Act any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in this Report.

Particulars of Contracts or Arrangement with Related Parties

All contracts/ arrangements/ transactions entered into by the Company during the financial year with its related parties were reviewed and approved by the Audit Committee from time to time and the details of the same are disclosed as part of

the Financial Statements of the Company for the year under review, as per the applicable provisions of the Act.

All contracts/ arrangements/ transactions with related parties entered into during the financial year were at arm''s length and in the ordinary course of business and in accordance with the provisions of the Act and the Rules made thereunder, the SEBI Listing Regulations and the Company''s Policy on Related Party Transactions. During the year under review, there were no transactions for which consent of the Board of Directors was required to be taken and accordingly, no disclosure is required in respect of the Related Party Transactions in the Form AOC-2 in terms of Section 134 of the Act and Rules framed thereunder.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at

Vigil Mechanism/ Whistle Blower Policy

Your Company''s Whistle blower Policy encourages its Directors and Employees and also its Stakeholders to bring to your Company''s attention, instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affect the financial integrity of your Company, or actual or suspected instances of leak of unpublished price sensitive information that could adversely impact your Company''s operations, business performance and/or reputation. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is your Company''s Policy to ensure that no complainant is victimised or harassed for bringing such incidents to the attention of your Company.

The whistleblowers have access to the Chairperson of the Audit Committee, whenever required.

The Policy is available on the Company''s website at https://www.sterlingandwilsonre.com/pdf/whistle-blower-policy.pdf. During the year under review, no instance under Whistle Blower Policy was reported.

Code for Prevention of Insider Trading

In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, ("PIT Regulations")

as amended, the Company has formulated and adopted the Internal Code of Conduct to regulate, monitor and report trading by Insiders ("the Insider Trading Code"). The Insider Trading Code prohibits dealing in securities of the Company by the designated persons and their immediate relatives, while in possession of unpublished price sensitive information in relation to the Company and during the period(s) when the trading window is closed.

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code of Fair Disclosure") in line with the PIT Regulations and formulated a Policy for determination of ''legitimate purposes'' as a part of the Code of Fair Disclosure. The Code of Fair Disclosure also includes policy for procedures of inquiry in case of leak of Unpublished Price Sensitive Information (UPSI) and aims at preventing misuse of UPSI. The Code of Fair Disclosure is available on the Company''s website at https://www.sterlingandwilsonre.com/ investor-relations/corporate-governance

Pursuant to the above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of the PIT Regulations.

Corporate Social Responsibility

A brief outline of the Corporate Social Responsibility ("CSR") policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

During the year under review, out of the total budget of '' 4.01 Crore for the Financial Year 2021-22, an amount of '' 0.82 Crore was spent for the projects approved for the Financial Year 2021-22. Out of '' 0.82 Crore, '' 0.04 Crore has been spent towards completed projects. The balance amount of '' 3.19 Crore pertains to ongoing projects which has been transferred to the Unspent CSR account and shall be utilized as prescribed under the applicable laws.

Policy on Code of Business Ethics and Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company places importance in the way its business is conducted and the way each employee performs his/ her duties. The Company encourages transparency in all its

operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society. The Company has adopted the Sterling and Wilson Code on Business Ethics Policy ("Code") setting out the guiding fundamentals for the organization to conduct its business. The Code provides for the matters related to governance, compliance, ethics and other matters.

The Company has always believed in providing a safe and harassment free workplace for every individual working in any office through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

During the year under review, the ICC has not received any complaint.

Human Resources

The Company understands that people are its most valuable asset and recognizes talent as the primary source of competitive edge. Realizing the criticality of talent, the Company continues to focus on capability building through dedicated talent pipelines and competency upgradation through Behavioral, Technical, Functional, and Digital learning and development initiatives.

Despite unprecedented challenges posed by Covid-19 pandemic, the Company leveraged all channels of communication, reviewed and monitored crisis resolution, Health, Safety & Hygiene of employees, connected with employees and their family to align with the new normal.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company consciously makes all efforts to conserve energy across its operations. In terms of the provisions of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014, the report on conservation of energy, technology

absorption, foreign exchange earnings and outgo forms part of this Report as Annexure E.

Particulars of Employees

Disclosure with respect to remuneration of Directors and employees as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("said Rules") forms part of this Report as Annexure F.

Details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the above said Rules shall be made available to the Members by writing to the Company at [email protected]

Risk Management

Risk Management is an integral and important aspect of Corporate Governance. It ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business. The Board of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Your Company has developed a risk management system commensurate with the size of the Company and the nature of its business. Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Risk Management framework enables the management to understand the risk environment and assess the specific risks and potential exposure to the Company, determine how to deal best with these risks to manage overall potential exposure, monitor and seek assurance of the effectiveness of the management of these risks and intervene for improvement wherever necessary and report to the management on a periodic basis about how risks are being managed, monitored, assured and improvements are made.

Further details on the Risk Management activities including the implementation of risk management framework/ policy, key risks identified and their mitigations are covered in the Management Discussion and Analysis, which forms part of this Annual Report.

Details of utilization of funds raised through Preferential Issue

During the Financial Year 2021-22, the Company has on preferential basis allotted 2,93,33,333 (Two Crore Ninety

Three Lakh Thirty three Thousand Three Hundred and Thirty Three] equity shares of face value of '' 1/- (Rupee One only] each fully paid up, at a price of '' 375/- (Rupees Three Hundred and Seventy Five only] (including premium of '' 374/- each] per Equity Share for a consideration of '' 1,099,99,99,875/-(Rupees One Thousand Ninety Nine Crore Ninety Nine Lakh Ninety Nine Thousand Eight Hundred and Seventy Five only].

The Company has utilized the proceeds of preferential allotment for the purpose which was stipulated in the Offer Document/ Notice of Extra Ordinary General meeting i.e. to strengthen the balance sheet of the Company.

Secretarial Standards

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

General

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and the Company''s operations in future.

â¢ There is no plan to revise the Financial Statements or Directors'' Report in respect of any previous financial years.

â¢ The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

â¢ The Company has not issued shares (including sweat equity shares] to employees under any scheme save and except Employees Stock Options schemes referred to in this report.

â¢ In the absence of any amounts required to be transferred to the Investor Education and Protection Fund (IEPF]

under Section 125(1] and Section 125(2] of the Act, the Company was not required to transfer any such sum to the IEPF.

â¢ Maintenance of cost records as specified by the Central Government under Section 148 (1] of the Act, is not required to be done by the Company. Accordingly, such accounts and records are not prepared nor maintained by the Company.

â¢ There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016.

â¢ There was no instance of onetime settlement with any Bank or Financial Institution.

Acknowledgement

The Directors take this opportunity to thank all the Customers, Partners, Bankers, Vendors, Suppliers, Sub-Contractors and Members and all other stakeholders for their valuable and continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

For & on behalf of the Board of Sterling and Wilson Renewable Energy Limited

Khurshed Daruvala Chairman & Non-Executive Director

Place: Mumbai

Date: September 07, 2022

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