Sterling & Wilson Renewable Energy Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 9th (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

(INR in crore)

	Consolidated		Standalone
Particulars	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	7,548.05	6,301.86	6,163.81	5,387.04
EBITDA	480.75	276.19	380.58	318.43
Less:
Depreciation	11.28	14.34	9.90	9.72
Finance Cost	153.78	109.45	151.71	106.23
Add:
Interest Income	25.01	10.14	55.92	163.25
Profit before exceptional items and tax	340.70	162.54	274.89	365.73
Exceptional Item	(610.94)	-	(2,802.18)	-
Provision for tax (including deferred tax)	25.55	76.99	(17.11)	47.47
Loss/ Profit after tax	(295.79)	85.55	(2,510.18)	318.26

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 Companys 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 Companys 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 ("SEBI 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:

Plan	No. of Options available for grant	No. of Options granted
ESOP Plan I	6,36,065	6,36,065
ESOP Plan II 2025	18,98,815	15,12,757
Total	25,34,880	21,48,822

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 9th Annual General Meeting of the Company ("9th AGM").

The applicable disclosures as stipulated under Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI 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 at https://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 Companys 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 at https://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 at https://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 9th AGM, and being eligible, offers himself for reappointment 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 9th 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 9th 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 Directors 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 at https://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:

(Amount in INR)

Name of Director	Designation	Sitting Fees paid during the F.Y. 2025-26(1)
Mr. Khurshed Yazdi Daruvala	Non-Executive Director	9,85,000
Mr. Balanadu_Narayan	Non-Executive Director	4,00,000
Mr. Cherag Sarosh Balsara	Independent Director	10,00,000
Ms. Naina Krishna Murthy	Independent Director	4,00,000
Mr. Rahul Dutt	Independent Director	3,50,000
Ms. Rukhshana Mistry	Independent Director	10,35,000
Mr. Saurabh Agarwal	Non-Executive Director	4,00,000
Mr. Umesh Khanna	Non-Executive Director	2,85,000
Total		48,55,000

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 8th 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 Boards 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. in 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 Companys 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 at https://www.sterlingandwilsonre.com/ investor-relations/corporate-governance

AUDITORS & REPORTS

Statutory Auditors

The Shareholders at their 4th 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 4th AGM till the conclusion of 9th AGM. Accordingly, the term of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, as Statutory Auditors of the Company, shall conclude at the ensuing 9th AGM, and they are not proposed to be re-appointed.

Further, at the 5th 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 5th AGM until the conclusion of the 10th 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 Auditors Report are self-explanatory. The Auditors 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 8th 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 8th AGM until the conclusion of the 13th 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 Auditors 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 Companys 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 9th AGM to authorise the Audit Committee or the Board to appoint branch auditors for the Companys 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 9th AGM.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companys 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 at https://www.sterlingandwilsonre.com/ investor-relations/financials?acc=annualfireturns.

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 Companys website 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 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 Companys 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 arms 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 arms 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 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

No significant or material order has been passed by regulators, courts, or tribunals that would impact the Companys 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 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 the increasing incidence of cyber-attacks, the Companys cyber security systems are periodically reviewed, and its processes and technology controls are continuously strengthened in line with evolving threat scenarios. The Companys 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 Companys 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 Companys 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 at https://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 at ir@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 Companys 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