Dear Members,

Your Directors are pleased to present the 6^th (Sixth) Annual Report along with the Audited Financial Statements (Consolidated and Standalone) of the Company for the Financial Year ended March 31, 2023 ("Financial Year under review").

Financial Performance

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

(Rs. in Crore)

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

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

Business Overview

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

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

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

Share Capital

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

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

Details of Utilization of Funds Raised Through Preferential Issue

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

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

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

Material Events During the Financial Year Under Review

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

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

Transfer to Reserves

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

Dividend

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

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

Subsidiaries

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

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

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

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

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

Performance Highlights

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

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

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

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

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

Consolidated Financial Statements

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

Particulars of Loans, Guarantees, Investments & Securities

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

Directors

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

Appointments made during the Financial Year under review

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

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

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

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

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

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

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

Declaration by Independent Directors

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

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

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

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

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

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

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

Remuneration to Directors

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

(1) Gross amount (without deducting TDS)

Key Managerial Personnel

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

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

1. Mr . Chandra Kishore Thakur, Manager;

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

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

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

Mr. Thakur was paid a remuneration of 2,26,38,420 for the Financial Year 2022-23. At the time of his appointment, the Company had adequate profits and the remuneration proposed to be paid to Mr. Chandra Kishore Thakur was well within the limits prescribed under the Act. However, the Company has registered a loss of (355.02) Crore over the previous year.

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

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

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

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

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

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

Familiarization Programme for Independent Directors

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors. The programme aims to provide insights into the Company to enable the Independent Directors to understand the working of the Company, nature of the industry in which the Company operates, business model, major litigations, internal control and so on and to familiarize them with their roles, rights and responsibilities as Independent Directors. The details of familiarization programmes imparted to the Directors, including Independent Directors during the Financial Year 2022-23 are available at the Company's website and can be accessed at https://www.sterlingandwilsonre.com/pdf/ familiarization-programme-for-independent-directors.pdf

Performance Evaluation of the Board, its Committees and Individual Directors

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

The NRC has laid down the manner in which the formal annual evaluation of the performance of the Board, its Committee(s) and individual Directors including the Chairman has to be made. The above criteria are based on the Guidance Note on Board Evaluation issued by the SEBI on January 05, 2017.

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

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

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

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

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

Directors' Responsibility Statement

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

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

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the loss of the Company for the year ended on March 31, 2023;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Meetings of the Board of Directors

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

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

Committees of the Board

The Company has constituted the following Committees:

1. Audit Committee;

2. Corporate Social Responsibility Committee;

3. Management Committee;

4. Nomination and Remuneration Committee;

5. Risk Management Committee; and

6. Stakeholders' Relationship Committee.

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

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

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

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

Internal Financial Control Systems and its Adequacy

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

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

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

Annual Return

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

Business Responsibility and Sustainability Report

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

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

Corporate Governance

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

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

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

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

Credit Rating

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

Employee Stock Options Plan

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

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

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

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

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

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

Management Discussion and Analysis

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

Statutory Auditor

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

Further, the Shareholders at their 5^th AGM held on September 30, 2022, in addition to the existing Statutory Auditors of the Company, approved the appointment of M/s. Deloitte Haskins

& Sells LLP, Chartered Accountants as Statutory Auditors of the Company for a term of 5 (Five) consecutive years from the conclusion of 5^th AGM till the conclusion of 10^th AGM.

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

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Manish Ghia

& Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31, 2023 is annexed herewith as Annexure C to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer, except as under:

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

Management Response

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

Branch Auditors

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

Reporting of Frauds by Auditors

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

Particulars of Contracts or Arrangement with Related Parties

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

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

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

Vigil Mechanism/ Whistle Blower Policy

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

Your Company's Whistle blower Policy encourages its Directors and Employees and also its Stakeholders to bring to your Company's attention, instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affect the financial integrity of your Company, or actual or suspected instances of leak of Unpublished Price Sensitive Information

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

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

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

Code for Prevention of Insider Trading

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

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

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

Corporate Social Responsibility

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

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

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

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

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

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

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

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

Human Resources

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

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

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

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

Particulars of Employees

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

Details of Employee remuneration as per the provisions of Section 197 of the Act and Rules 5(2) and 5(3) of the above said Rules shall be made available to the Members by writing to the Company at ir@sterlingwilson.com

Risk Management

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

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

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

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

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

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

Secretarial Standards

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

General

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

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

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

• 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 schemes referred to in this report.

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

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

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

Acknowledgement

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

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

For & on behalf of the Board of

Sterling and Wilson Renewable Energy Limited