We have audited the accompanying standalone financial
statements of STERLING AND WILSON RENEWABLE
ENERGY LIMITED (“the Company”), which comprise the
Balance Sheet as at March 31,2026, and the Statement of Profit
and Loss (including Other Comprehensive Income), the Statement
of Cash Flows and the Statement of Changes in Equity for the
year ended on that date, and notes to the financial statements,
including a summary of material accounting policies and other
explanatory information in which are incorporated the Returns for
the year ended on that date audited by the branch auditors of
the Company's branches located at Australia, Argentina, Chile,
Dubai, Egypt (2 branches), Greece, Italy, Jordan (2 branches),
Kenya, Mali, Mexico, Namibia, Saudi Arabia, United Kingdom,
Vietnam (3 branches), Tanzania, and Zambia. Greece and Mexico
branches of the Company do not have any transaction till date.

In our opinion and to the best of our information and according
to the explanations given to us and based on the consideration
of reports of the branch auditors on separate financial statement
of such branches, referred to in the Other Matters section below,
the aforesaid standalone financial statements give the information
required by the Companies Act, 2013, (“the Act”) in the manner so
required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act,
(“Ind AS”) and other accounting principles generally accepted
in India, of the state of affairs of the Company as at March 31,
2026, its loss, and total comprehensive loss, its cash flows and
the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (“SA”s) specified
under section 143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditor's Responsibility for
the Audit of the Standalone Financial Statements section of our
report. We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants
of India (“ICAI”) together with the ethical requirements that are
relevant to our audit of the standalone financial statements under
the provisions of the Act and the Rules made thereunder, and we
have fulfilled our other ethical responsibilities in accordance with

these requirements and the ICAI's Code of Ethics. We believe
that the audit evidence obtained by us and the audit evidence
obtained by the branch auditors in terms of their reports referred
to the “Other Matters” section below, is sufficient and appropriate
to provide a basis for our audit opinion on the standalone
financial statements.

Emphasis of Matters

We draw attention to:

i) Note 56 to the Standalone Financial Statements which
describes the write off and impairment of the Company's
investment in a wholly owned subsidiary, loans given along
with accrued interest thereon and other receivables during
the year ended March 31, 2026. The impairment has been
recognised during the year due to unfavorable outcome
arising from the arbitration, uncertainty surrounding the
projected cash flows of a contract of the wholly owned
subsidiary and evaluation of projected cash flows. The said
impairment has been presented as an exceptional item in
the Standalone Statement of Profit and Loss.

ii) Note 54 to the Standalone Financial Statement which
describes the Indemnity Agreement dated December 29,
2021, entered into by the Company with Shapoorji Pallonji
and Company Private Limited, Khurshed Yazdi Daruvala
(jointly the “Promoter Selling Shareholders”) and Reliance
New Energy Limited pursuant to which, the Promoter
Selling Shareholders would indemnify and reimburse the
Company and its subsidiaries / branches for a net amount,
on settlement of liquidated damages pertaining to certain
identified past and existing projects (as on the date of
signing the aforementioned agreement), old receivables,
direct and indirect tax litigations as well as certain legal
and regulatory matters, if such claims (net of receivables)
exceeds INR 300.00 crores. Consequently, trade
receivables from the customer undergoing a resolution
process under the supervision of the National Company Law
Tribunal(‘NCLT') and bank guarantees related to liquidated
damages encashed by certain customers would also be
recoverable from the Promoter Selling Shareholders once
crystallized, if not recovered from the customers. Since all
future crystallized claims beyond INR 300.00 crores will be
fully charged back and recovered from the Promoter Selling
Shareholders, there will be no further impact on the financial
statements of the Company.

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial
statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

Information Other than the Financial
Statements and Auditor’s Report Thereon

The Company's Board of Directors is responsible for the
other information. The other information comprises of the
Management Discussion and Analysis Report, Board's Report
including Annexures to Board's Report and Report on Corporate
Governance but does not include the standalone financial
statements, consolidated financial statements and our auditor's
report thereon. The Management Discussion and Analysis,
Board's Report including Annexures to Board's Report and
Report on Corporate Governance are expected to be made
available to us after the date of this auditor's report.

Our opinion on the standalone financial statements does not
cover the other information and we will not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, compare with
the financial statements of the branches audited by the branch
auditors, to the extent it relates to these branches, and in doing
so, place reliance on the work of the branch auditors and
consider whether the other information is materially inconsistent
with the standalone financial statements or our knowledge
obtained during the course of our audit or otherwise appears to
be materially misstated.

When we read the Board's Report, including the Annexures
to Board's Report, if we conclude that there is a material
misstatement therein, we are required to communicate the matter
to those charged with governance as required under SA 720 ‘The
Auditor's responsibilities Relating to Other Information'.

Responsibilities of Management and
Board of Directors for the Standalone
Financial Statements

The Company's Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair
view of the financial position, financial performance including other
comprehensive income, cash flows and changes in equity of the
Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards
specified under section 133 of the Act. I his responsibility
also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the
assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and

presentation of the financial statements that give a true and fair
view and are free from material misstatement, whether due to
fraud or error.

In preparing the standalone financial statements, Management
and Board of Directors are responsible for assessing the
Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either
intend to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

The Company's Board of Directors is also responsible for
overseeing the Company's financial reporting process.

Auditor’s Responsibility for the Audit of
the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether
the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of the
standalone financial statements, whether due to fraud or
error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

• Obtain an understanding of internal financial controls relevant
to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of
the Act, we are also responsible for expressing our opinion on
whether the Company has adequate internal financial controls
with reference to standalone financial statements in place and
the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by the management.

• Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the Company's ability to continue as a going concern.

• If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor's report to the
related disclosures in the standalone financial statements or,
if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to
the date of our auditor's report. However, future events or
conditions may cause the Company to cease to continue as
a going concern.

• Evaluate the overall presentation, structure and content of the
standalone financial statements, including the disclosures, and
whether the standalone financial statements represent the
underlying transactions and events in a manner that achieves
fair presentation.

• Obtain sufficient appropriate audit evidence regarding the
financial information of the Company and its branches to
express an opinion on the standalone financial statements. We
are responsible for the direction, supervision and performance
of the audit of the financial information / statements of such
branches included in the standalone financial statements
of which we are the independent auditors. For the other
branches included in the standalone financial statements,
which have been audited by the branch auditors, such branch
auditors remain responsible for the direction, supervision and
performance of the audits carried out by them. We remain
solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the standalone
financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may
be influenced. We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work and in evaluating
the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies
in internal financial controls that we identify during our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on
our independence, and where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Other Matters

i) We did not audit the financial statements / financial
information of 18 branches included in the standalone
financial statements of the Company, whose financial
statements / financial information reflect total assets
(before consolidation adjustments) of INR 682.90 crore as
at March 31, 2026 and total revenue (before consolidation
adjustments) of INR 157.59 crore for the year ended on that
date as considered in the standalone financial statements.

The financial statements / financial information of these
branches have been audited by the branch auditors whose
reports have been furnished to us and our opinion in so
far as it relates to the amounts and disclosures included
in respect of these branches and our report in terms of
subsection (3) of Section 143 of the Act, in so far as it relates
to the aforesaid branches, is based solely on the report of
such branch auditors.

ii) The branches referred to above are located outside
India whose financial statements have been prepared
in accordance with the accounting principles generally
accepted in their respective countries and which have been
audited by the respective branch auditors under generally
accepted auditing standards applicable in their respective
countries. The Company's Management has converted the
financial statement of such branches located outside India
from the accounting principles generally accepted in their
respective countries to the accounting principles generally
accepted in India. We have audited these conversion
adjustments made by the Company's Management.

Our opinion in so far as it relates to the amounts and
disclosures included in respect of these branches located
outside India is based on the report of such branch
auditors and the conversion adjustments prepared by the
Management of the Company and audited by us.

Our opinion on the standalone financial statements and our
report on Other Legal and Regulatory Requirements below,
is not modified in respect of these matters.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor's Report) Order,
2020 (“the Order”), issued by the Central Government in
terms Section 143(11) of the Act, we give in “Annexure A”, a
statement on the matters specified in paragraphs 3 and 4
of the Order.

2. As required by Section 143(3) of the Act, based on our audit
and on the consideration of the reports of the branch auditors
on the separate financial statements / financial information
of the branches and referred to in the Other Matters section
above we report, to the extent applicable that:

a) We have sought and obtained all the information and
explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from our
examination of those books and proper returns adequate
for the purposes of our audit have been received from the
branches not visited by us, except for not keeping backup
on a daily basis of such books of account maintained by
certain branches in electronic mode, in a server physically
located in India and not complying with the requirement of
audit trail as stated in (k)(vi) below

c) The reports on the accounts of the branch offices of the
Company audited under Section 143(8) of the Act by branch
auditors have been sent to us and have been properly dealt
with by us in preparing this report.

d) The Balance Sheet, the Statement of Profit and Loss
(including Other Comprehensive Income), the Cash Flows
Statement and the Statement of Changes in Equity, dealt
with by this Report are in agreement with the relevant books
of account and with the returns received from the branches
not visited by us.

e) In our opinion, the aforesaid standalone financial statements
comply with the Indian Accounting Standards specified
under Section 133 of the Act.

f) I n our opinion, the Emphasis of Matter with respect to
the Company's exposure in respect of its investment in a
wholly owned subsidiary, loans given together with accrued
interest thereon and other receivables aggregating to
INR 3,654.75 crores as at March 31, 2026 may have an
adverse effect on the functioning of the Company.

g) On the basis of the written representations received from
the directors as on March 31, 2026, taken on record by the
Board of Directors, none of the directors is disqualified as
on March 31, 2026, from being appointed as a director in
terms of Section 164 (2) of the Act.

h) The modifications relating to the maintenance of accounts
and other matters connected therewith, are as stated in the
paragraph (b) above.

i) With respect to the adequacy of the internal financial
controls with reference to standalone financial statements
of the Company and the operating effectiveness of such
controls, refer to our separate Report in “Annexure B”.
Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company's
internal financial controls with reference to the standalone
financial statements.

j) With respect to the other matters to be included in the
Auditor's Report in accordance with the requirements of
section 197(16) of the Act, as amended, in our opinion and to
the best of our information and according to the explanations
given to us, the remuneration paid by the Company to its
Manager during the year exceeds the limit prescribed under
Section 197 read with Schedule V of the Act by INR 4.58
crore. The same needs to be ratified by the shareholders
in the forthcoming General meeting of the Company. Refer
Note 59 to the standalone financial statements.

k) With respect to the other matters to be included in the
Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended,
in our opinion and to the best of our information and
according to the explanations given to us:

i) The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer Note 43 to the standalone
financial statements.

ii) The Company has made provision, as required
under the applicable law or accounting standards,
for material foreseeable losses, if any, on long-term

contracts - Refer Note 29 to the standalone financial
statements. The Company does not have any long¬
term derivative contract.

iii) There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company.

iv) The Management has represented that:

a) to the best of its knowledge and belief, other than
as disclosed in the note 46(C) to the financial
statements, no funds (which are material either
individually or in aggregate) have been advanced
or loaned or invested (either from borrowed
funds or share premium or any other sources or
kind of funds) by the Company to or in any other
person(s) or entity(ies), including foreign entities
(“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that
the Intermediary shall, directly or indirectly lend
or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the
Company (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

b) to the best of its knowledge and belief, no funds
(which are material either individually or in the
aggregate) have been received by the Company
from any person(s) or entity(ies), including
foreign entities (“Funding Parties”), with the
understanding, whether recorded in writing
or otherwise, that the Company shall, directly
or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;

Based on the audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing has
come to our notice that has caused us to believe
that the representations under sub-clause (i)
and (ii) of Rule 11(e) as provided under (a) and (b)
above, contain any material misstatement.

v) The Company has not declared or paid any dividend
during the year and has not proposed final dividend
for the year.

vi) Based on our examination, which included test
checks, the Company has used accounting software
systems for maintaining its books of account for the
financial year ended March 31, 2026 which have the
feature of recording audit trail (edit log) facility and the
same has operated throughout the year for all relevant
transactions recorded in the software systems,
except that

a) the extended privileged user activity during
system migration and the extended hyper
care period, without adequate monitoring,
may have impacted compliance with audit trail
requirements under the Companies (Accounts)
Rules, 2014;

b) i n case of SAP Rise (used for the period August

2025 to March 2026), in absence of information
in SOC Report we are unable to comment that
audit trail to log any direct data changes is
enabled at the database level.

Further, during the course of our audit we did
not come across any instance of the audit trail
feature being tampered with and the audit trail
has been preserved by the Company as per the
statutory requirements for record retention.

For KALYANIWALLA & MISTRY LLP For DELOITTE HASKINS & SELLS LLP

CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANTS

Firm Regn. No.: 104607W / W100166 Firm Regn. No.: 117366W-W-100018

Jamshed K. Udwadia Kartikeya Raval

PARTNER PARTNER

M. No.: 124658 M. No.: 106189

UDIN: 26124658GHBYHB9330 UDIN: 26106189BKZJAY1431

Mumbai: April 23, 2026. Ahmedabad: April 23, 2026.