Your Directors are pleased to present the 9^th (Ninth) Annual Report along with the Audited Financial Statements (Consolidated and
Standalone) of the Company for the Financial Year ended March 31, 2026 (“financial year under review”).

FINANCIAL HIGHLIGHTS

BUSINESS OVERVIEW

The Company is a global provider of renewable energy
engineering, procurement, and construction (EPC) solutions,
serving the solar, battery energy storage systems (BESS), and
wind segments. It primarily delivers EPC services for utility-scale
solar and hybrid power projects, with strong capabilities in project
design and engineering, and end-to-end management from
concept development through commissioning. In addition, the
Company offers operations and maintenance (O&M) services,
including support for projects developed by third parties.

The Company's operations are supported by a strong and
experienced design and engineering team responsible for
developing innovative and cost effective solutions aimed at
enhancing the performance ratio of solar and hybrid power
projects. The Company believes that its advanced design
and engineering capabilities, together with rigorous quality
compliance checks on photovoltaic (PV) modules, enable it to
consistently achieve performance ratios exceeding contractual
requirements for the projects it executes.

While the Company's core operations are currently focused on
the domestic Indian market, it conducts international operations
through its global subsidiaries and branch offices. These offices
are leveraged to strategically capitalize on solar opportunities in
overseas markets. The Company focuses on geographies with
favorable solar power policies and high solar resource potential,
and invests in regions offering long term growth opportunities. Its
expansion strategy is disciplined and market specific, designed
to strengthen bidding capabilities and enhance competitiveness
in each target geography.

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
marginally increased from INR 23,34,94,316 divided into
23,34,94,316 equity shares of INR 1 each to INR 23,35,31,720
divided into 23,35,31,720 equity shares of INR 1 each pursuant to

the allotment of 37,404 equity shares to option grantee(s) under
the Sterling and Wilson Renewable Energy Limited Employee
Stock Option Plan introduced by the Company in 2021 (“ESOP
Plan I”).

The paid-up equity share capital of the Company as on March
31, 2026, was INR 23.35 crore.

EMPLOYEES STOCK OPTIONS

During the financial year under review, 37,404 options were
exercised and allotted to option grantee(s) in terms of the ESOP
Plan I and have been admitted for listing and trading on the BSE
Limited and National Stock Exchange of India Limited (Stock
exchanges).

The Nomination and Remuneration Committee (“NRC”), the Board
of Directors of the Company (“Board”), and the shareholders, vide
resolutions passed at their respective meetings held on April 23,
2025, April 24, 2025, and August 21, 2025, approved the “Sterling
and Wilson Renewable Energy Limited - Employee Stock Option
Plan II 2025” (“ESOP Plan II 2025”).

The ESOP Plan II 2025 has been formulated in accordance
with the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 (“SI BI

SBEB Regulations”).

As per the ESOP Plan II 2025, only Employees (as defined under
the Plan) shall be granted options, in one or more tranches and
from time to time, which, in aggregate, shall be exercisable into
not more than 18,98,815 (Eighteen Lakhs Ninety-Eight Thousand
Eight Hundred Fifteen only) equity shares of face value of INR
1/- (Rupee One only) each, fully paid-up.

Further, pursuant to Regulation 30 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing

Regulations”) and the provisions of the SEBI SBEB Regulations
and in accordance with ESOP Plan I and ESOP Plan II 2025, the
NRC at its meeting held on February 17, 2026 approved the grant
of the options to the eligible employees as under:

It is confirmed that the ESOP Plan I and ESOP Plan II 2025 of
the Company are in compliance with SEBI SBEB Regulations
and there have been no material changes in the aforesaid
Plans during the financial year under review. A certificate from
M/s. Manish Ghia & Associates, Secretarial Auditors of the
Company certifying that the ESOP Plan I and ESOP Plan II
2025 has been implemented in accordance with SEBI SBEB
Regulations pursuant to the resolution(s) passed by the Members
will be available for inspection electronically at the 9^th Annual
General Meeting of the Company (“9^th AGM”).

The applicable disclosures as stipulated under Rule 12(9)
of Companies (Share Capital and Debentures) Rules, 2014
and Regulation 14 of SI BI 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 did not
accept any deposits from the public within the meaning of the
Companies Act, 2013 (“the Act”). Further, as at the balance
sheet date, no amount of principal or interest in respect of public
deposits was outstanding.

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 SEBI Listing Regulations, the
Board formulated and adopted the Dividend Distribution Policy.

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

SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE

During the year under review, 6 (Six) step-down subsidiaries
of the Company, 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 Siete, S.L. and Esterlina Solar - Proyecto Nueve,
S.L., were dissolved with effect from April 24, 2025. Further, 3
(Three) step-down subsidiaries, namely Esterlina Solar - Proyecto
Cinco, S.L., Esterlina Solar - Proyecto Seis, S.L. and Esterlina
Solar - Proyecto Ocho, S.L., were dissolved with effect from
April 25, 2025.

Further, 2 (Two) step down subsidiaries of the Company, namely,
Sterling and Wilson Renewable Energy, Unipessoal LDA and
Sterling and Wilson Renewable Energy S.R.L were incorporated
on December 2, 2025 and December 8, 2025 respectively.

As at March 31, 2026, the Company has a total of 17 (Seventeen)
subsidiaries, comprising 5 (Five) direct subsidiaries and 12
(Twelve) step-down subsidiaries. In addition, the Company holds
an interest in a partnership firm in India. The Company does
not have any associate company. The details of subsidiaries,
branches, and joint venture form part of the Notes to the
Consolidated Financial Statements.

The Audit Committee and the Board of Directors periodically
review the financial statements, significant transactions, and
investments of all the subsidiary companies. Further, the minutes
of the meetings of the subsidiary companies are placed before
the Board at its meetings for noting and review.

In accordance with the provisions of Section 129(3) of the Act
read with Rule 5 of the Companies (Accounts) Rules, 2014,

and in compliance with the applicable accounting standards,
a statement containing the salient features of the financial
statements of the Company's subsidiaries, in Form AOC 1, is
annexed to the Financial Statements of the Company. The said
Form provides the details of the financial performance of each
subsidiary 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 athttps://www.sterlingandwilsonre.com/
investor-relations/financials

Material subsidiaries

As at March 31, 2026, Sterling and Wilson Solar Australia Pty

Ltd, Sterling and Wilson Engineering (Pty) Ltd. and Sterling and
Wilson Renewable Energy Spain S.L. qualify to be considered as
Material Subsidiaries of the Company.

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 athttps://www.sterlingandwilsonre.com/pdf/reg/
policy-on-material-subsidiaries.pdf

CONSOLIDATED FINANCIAL
STATEMENTS

In accordance with Section 129(3) of the Act and 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 granted, 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. The particulars thereof are disclosed in the Notes
to the Standalone Financial Statements.

DIRECTORS

As at March 31, 2026, the Board of Directors comprises 4 (Four)
Non Executive Directors and 4 (Four) 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. Khurshed
Yazdi Daruvala (DIN: 00216905), Chairman and Non-Executive
Non-Independent Director of the Company will retire by rotation
at the ensuing 9^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 NRC, recommends to the

Members, the re-appointment of Mr. Khurshed Yazdi Daruvala
(DIN: 00216905) as a Non-Executive Director of the Company
at the 9^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. Khurshed Yazdi Daruvala are
given in the Notice convening the ensuing 9^th AGM.

Declaration by Independent Directors

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

• 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;

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

• 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 accordance with Regulation 25 of the SEBI Listing Regulations,
the Company ensures that its Independent Directors are kept well
informed on key aspects of its operating environment, including
industry developments, business model, risk profile, and evolving
regulatory requirements. To support this, senior management
delivers periodic presentations at Board meetings, covering
business performance, strategic direction, associated risks, and
other relevant matters.

The details of familiarization programmes imparted to Independent
Directors during the Financial Year 2025-26 are available on the
website of the Company and can be accessed athttps://www.
sterlingandwilsonre.com/pdf/familiarization-programme-for-
independent-directors-2026.pdf

Performance Evaluation of the Board, its
Committees and Individual Directors

The Company considers the evaluation of performance at the
Board level to be essential for ensuring active engagement
and overall effectiveness. In line with the requirements of the
Act and SEBI Listing Regulations, the Board has conducted a
yearly assessment of its own performance, as well as that of its
Committees and individual Directors.

The NRC has established criteria to assess the performance of
the Board as a whole, its various Committees, the Chairman, and
individual Directors. These criteria are aligned with the guidance
note on Board Evaluation issued by the Securities and Exchange
Board of India (“SEBI”) on January 5, 2017. The Board evaluated
its own performance after gathering feedback from all Directors,
considering factors such as Board composition and structure,
efficiency of processes, sustainability, flow of information, and
overall functioning. Similarly, the performance of the Committees
was reviewed by the Board based on inputs from Committee
members, taking into account aspects like Committee
composition, effectiveness of meetings, inclusiveness, and other
relevant considerations.

To ensure an impartial and objective assessment of all Directors,
the Company appointed an external agency to support the
evaluation process. The Board evaluation was carried out using
a questionnaire incorporating qualitative criteria along with rating-
based feedback. Directors were given access to an electronic
platform to submit their responses, and the agency compiled
a consolidated report based on the feedback received from
each Director.

The suggestions resulting from the evaluation process were
reviewed during the Independent Directors' meeting held on
March 24, 2026, as well as at the Board meeting on April 23,
2026. The Board took these inputs into account to enhance the
efficiency and overall 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, four Board Meetings were
convened and held. Details of these meetings are provided in the
Corporate Governance Report, which forms an integral part of
this Annual Report.

All information required to be placed before the Board of Directors,
in accordance with the provisions of the Act and Regulation 17
read with Schedule II of the SEBI Listing Regulations, to the
extent applicable to the Company, has been duly placed before
the Board.

Disclosure on Audit Committee

The details relating to the composition of the Audit Committee
as at March 31, 2026, including its terms of reference and
the attendance of Directors at its meetings, are set out in the
Corporate Governance Report forming part of this Annual Report.
All recommendations made by the Audit Committee during the
year were duly 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.

In addition, the Board has constituted a Management Committee
of the Company. Details relating to this Committee are provided in
the Corporate Governance Report, which forms an integral part
of this Annual Report.

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

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:

Note(s):

(1) Gross amount (before deducting TDS)

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company
as on March 31, 2026:

1. Mr. Chandra Kishore Thakur, Manager

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

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

Based on the recommendation of the NRC and subject to the
approval of the Members, the Board, at its meeting held on
April 24, 2025, approved the re-appointment of Mr. Chandra
Kishore Thakur as Manager of the Company for a further term
of two years, effective from September 1, 2025. The Members
subsequently approved his re-appointment and remuneration by
way of a Special Resolution at the 8^th Annual General Meeting
held on August 21, 2025.

Further, the disclosures required under Part II, Section II(b)(iv)
of Schedule V of the Companies Act, 2013, in relation to Item
No. 5 of the Notice concerning the remuneration of Mr. Chandra
Kishore Thakur, Manager, are provided in Annexure 2 to the
Explanatory Statement annexed to the Notice. These disclosures
shall be deemed to form part of this Board's Report.

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. i n the preparation of the annual accounts for the financial
year ended on March 31, 2026, the applicable Accounting
Standards have been followed and no material departures
have been made from the same;

2. 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, 2026
and of the loss of the Company for the year ended on March
31, 2026;

3. 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;

4. we have prepared the annual accounts for the financial year
ended on March 31, 2026 on a going concern basis;

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 accordance with Section 178(3) of the Act and
the SEBI Listing Regulations. The Policy sets out the criteria for

determining the qualifications, competencies, positive attributes,
and independence required for the appointment of Directors,
and defines the Company's framework for the remuneration
of Directors, Key Managerial Personnel (KMP), and Senior
Management Personnel (SMP).

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 athttps://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 9^th AGM. Accordingly, the term
of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, as
Statutory Auditors of the Company, shall conclude at the ensuing
9^th AGM, and they are not proposed to be re-appointed.

Further, at the 5^th AGM held on September 30, 2022, the
Shareholders 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 the 5^th AGM until the conclusion of the 10^th AGM.

The Statutory Auditors i.e. M/s. Kalyaniwalla & Mistry LLP and
M/s. Deloitte Haskins & Sells LLP have expressed an unmodified

opinion on the Standalone and Consolidated Financial Statements
(“Financial Statements”). The notes to the Financial Statements
referred to in the Auditor's Report are self-explanatory. The
Auditor's Report, along with the Financial Statements, forms part
of this Annual Report.

M/s. Deloitte Haskins & Sells LLP have confirmed that they are
not disqualified from continuing as the Auditors of the Company.
They have further confirmed that they have undergone 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.

Secretarial Auditor

Pursuant to the provisions of Section 204 of Act read with the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and the SEBI Listing Regulations, as
amended, the Members of the Company at the 8^th AGM held on
August 21, 2025 approved the 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 the 8^th AGM until the conclusion of the
13^th AGM , to conduct the secretarial audit for the financial years
from 2025-26 to 2029-30, based on the recommendation of the
Audit Committee and approval of the Board at its meeting held
on April 24, 2025.

Statutory Auditors’ report and Secretarial
Auditor’s report

The Statutory Auditors' Report for the financial year 2025-26
does not contain any qualifications, reservations, adverse
remarks, or disclaimers.

The Secretarial Audit Report for the financial year ended March
31, 2026, is annexed to this Annual Report as Annexure B.
The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer, except as under:

(a) the outcome of the Board Meetings held on April 24, 2025
and July 17, 2025, as required under Regulation 30 of the
Listing Regulations, was submitted to the Stock Exchanges
beyond the stipulated timeline of 30 minutes from the
conclusion of the meetings;

(b) the disclosure regarding the order received from the
Commissioner of Legal and Board Services Department,
Tax Dispute Resolution Department, Kenya Revenue

Authorities on December 12, 2025 was made beyond the
prescribed timeline of 24 hours; and

(c) the submission of ‘Integrated Filing-Financial' in XBRL in
respect of financial results for the year ended March 31,
2025 (approved in the meeting of Board of Directors held on
April 24, 2025) was not done on same date of submission
of financial results in PDF Mode.

The company has however, as required under the provisions
of the listing regulations, submitted explanation/reasons to the
Stock Exchanges for the aforesaid delays and as informed to us,
no further correspondence has been received from the Stock
Exchanges in this regard.

Management Response

The Management Response for each of the points mentioned
above is as under:

(a) The delay in filing the outcomes of the Board Meetings held
on April 24, 2025 and July 17, 2025 was due to logistical

delays in receipt of signed reports from the Statutory
Auditors and technical issues encountered while uploading
the outcomes on the Stock Exchanges.

(b) The order dated December 12, 2025 from the Kenya
Revenue Authorities was received by email after working
hours on December 12, 2025. As the following days were
non-working days, the email was accessed on December 15,
2025 and the disclosure was made immediately thereafter.

(c) Since the Integrated Filing (Financial) in XBRL format was
newly introduced for the quarter ended March 31, 2025,
technical issues were encountered while uploading the
validated XBRL file on the Stock Exchanges' portals. The
filing was completed upon resolution of the issues at the
Stock Exchanges' end.

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 the Board of Directors under
Section 143(12) of the Companies Act, 2013, read with the rules
made thereunder.

Branch Auditors

Pursuant to the provisions of Section 143(8) of the Act read with
Rule 12 of the Companies (Audit and Auditors) Rules, 2014,

the audit of accounts of the Company's branch offices located
outside India is required to be conducted by persons or firms
qualified to act as branch auditors in accordance with the laws
of the respective country.

Accordingly, the Board proposes to seek the approval of the
Members at the ensuing 9^th AGM to authorise the Audit Committee
or the Board to appoint branch auditors for the Company's
overseas branches and to determine their remuneration.

The Board recommends the passing of an Ordinary Resolution
by the Members for the appointment of branch auditors, as set
out in Item No. 3 of the Notice convening the ensuing 9^th AGM.

INTERNAL FINANCIAL CONTROL
SYSTEMS AND THEIR ADEQUACY

The Company's internal control systems are commensurate with
the nature, scale, and complexity of its operations. The Board
has put in place appropriate internal policies and procedures to
ensure the orderly and efficient conduct of business, including
safeguarding of assets, prevention and detection of frauds
and errors, and ensuring the accuracy and completeness of
accounting records, as well as the timely preparation of reliable
financial disclosures.

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

ANNUAL RETURN

The Annual Return for Financial Year 2025-26 as per provisions of
the Act and Rules thereto, is available on the website of the Company
and can be accessed athttps://www.sterlingandwilsonre.com/
investor-relations/financials?acc=annual returns.

SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial
Standards, namely SS-1 on ‘Meetings of the Board of Directors'
and SS-2 on ‘General Meetings'.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations,
the Business Responsibility and Sustainability Report is available

on the Company's website and can be accessed athttps://
www.sterlingandwilsonre.com/investor-relations/shareholder-
information.

CORPORATE GOVERNANCE
AND COMPLIANCE

Maintaining high standards of corporate governance has been
fundamental to the Company since its inception. In compliance
with Regulation 34 of the SEBI Listing Regulations, a separate
Corporate Governance Report is provided along with a certificate
issued by M/s. Manish Ghia & Associates, Secretarial Auditors
of the Company, confirming compliance with the conditions
of corporate governance as prescribed under the SEBI
Listing Regulations.

CREDIT RATING

The Company has obtained credit ratings for the facilities
availed/being availed by it. Details in this regard are provided
in the Corporate Governance Report, which forms 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 Report as
Annexure C.

PARTICULARS OF CONTRACTS OR
ARRANGEMENT WITH RELATED PARTIES

Pursuant to Section 134(3)(h) of the Act, details of the contracts
and arrangements with related parties referred to in Section
188(1) of the Act entered into by the Company during the
financial year under review are disclosed in the notes to the
financial statements.

An omnibus approval was obtained from the Audit Committee for
related party transactions that are repetitive in nature and these
transactions were conducted at arm's length and in the ordinary
course of business. Further, during the year, the Company
did not enter into any related party transactions that were
considered ‘material' in accordance with its Policy 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 that were not on an arm's length basis;
accordingly, the disclosure under Form AOC-2 is not applicable
to the Company.

The RPT Policy as approved by the Board is available on the
website of the Company and can be accessed athttps://
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

No significant or material order has been passed by regulators,
courts, or tribunals that would impact the Company's going
concern status or its future operations. However, attention of
the Members is drawn to the statement of contingent liabilities
contained in the notes forming part of the financial statements.

VIGIL MECHANISM/ WHISTLE
BLOWER POLICY

The Company has adopted a Whistle Blower Policy and
established a vigil mechanism for its Directors and employees,
in accordance with Section 177 of the Act and Regulation 22
of the SEBI Listing Regulations, to enable reporting of genuine
concerns regarding unethical or improper conduct without fear
of retaliation.

The vigil mechanism provides adequate safeguards against
victimisation of whistle blowers who use the mechanism and also
allows direct access to the Chairperson of the Audit Committee

in exceptional cases. No person has been denied such access
to the Chairperson of the Audit Committee.

The Policy is available on the website of the Company and can be
accessed athttps://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 the increasing incidence of cyber-attacks, the
Company's cyber security systems are periodically reviewed,
and its processes and technology controls are continuously
strengthened in line with evolving threat scenarios. The
Company's technology environment is supported by real-time
security monitoring, with appropriate controls implemented
across multiple layers, including end-user devices, network
infrastructure, servers, applications, and data.

CODE FOR PREVENTION OF
INSIDER TRADING

The Company has adopted a Code of Conduct on Insider
Trading (“Code on Insider Trading”) to regulate, monitor, and
report trading in the Company's shares by designated persons
and their immediate relatives, in accordance with the Securities
and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 (“PIT Regulations”).

The Code, inter alia, prescribes the procedures to be followed
by designated persons while trading in or dealing with the
Company's shares and while handling Unpublished Price
Sensitive Information (“UPSI”). It also mandates that any person
in possession of UPSI shall refrain from using such information
for personal gain, thereby ensuring fairness and transparency in
the securities market.

Further, the Code provides for maintenance of a digital database,
mechanisms for prevention of insider trading, and protocols
for handling UPSI. The Code has been communicated to all
concerned persons.

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 has implemented a PAN-based online tracking
mechanism to monitor trading in its securities by designated
persons and their immediate relatives. This system enables
weekly monitoring for detection of trades and facilitates timely
action in the event of any violation or non-compliance with 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 athttps://www.
sterlingandwilsonre.com/investor-relations/corporate-
governance

During the financial year under review, there was no mandatory
amount required to be spent on CSR activities. However, the
CSR Committee and the Board approved to voluntarily spend an
amount of INR 1 crore on certain identified projects during the
Financial Year 2025-26. Accordingly, non-mandatory disclosure
on Corporate Social Responsibility activities, as prescribed
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 (“Code”),
which sets out the guiding principles for conducting its business.
The Code covers matters relating to governance, compliance,
ethics, and related areas. It ensures that all business activities
undertaken by the Company, in any capacity, are conducted in an
ethical and sustainable manner, while safeguarding the interests
of all stakeholders.

To promote awareness of the Code among employees, the
Company conducts regular training and awareness programmes,
starting from the induction stage and extending to periodic
mandatory refresher courses for all employees.

As required under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the rules made thereunder, the Company has formulated a
Prevention of Sexual Harassment (POSH) Policy and constituted
an Internal Complaints Committee (ICC) to address and redress
complaints relating to sexual harassment. The ICC functions with
utmost confidentiality and integrity while ensuring fair and timely
resolution of complaints.

The Company maintains a zero-tolerance approach towards
sexual harassment at the workplace. From time to time, it conducts
awareness sessions for employees on the prevention of sexual
harassment to promote a safe and respectful work environment.

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

DISCLOSURE UNDER THE MATERNITY
BENEFIT ACT, 1961

The Company complies with the provisions of the Maternity
Benefit Act, 1961, and provides maternity benefits to eligible
women employees as per the Act. Adequate facilities and support
are provided in line with statutory requirements.

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 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 atir@sterlingwilson.com

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 formulating the risk management plan, reviewing
and monitoring its implementation, identifying and evaluating
critical risks, updating the risk register, and reporting key changes
in such risks to the Board on an ongoing basis.

Further details on risk management activities, including the
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, no risks
have been identified that may threaten the continued 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:

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

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

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

• 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.

• 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.

• 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.

• 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 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.

• There is no change in the nature of business of the Company
during the financial year under review.

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.

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

Khurshed Daruvala
Place: Mumbai Chairman & Non-Executive Director

Date: April 23, 2026 DIN: 00216905