Sterling & Wilson Renewable Energy Ltd

Dear Members,

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

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

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

While the Company's core business is currently concentrated on the domestic Indian market, the Company uses its subsidiaries and branch offices globally for its international operations. The Company leverages these offices to strategically tap solar opportunities in those markets. The Company strategically focuses on markets that have conducive solar power policies and high solar resources and invests in geographies having long term solar opportunities. The Company also adopts a disciplined expansion strategy that it customizes for each market with a view to enhancing its bidding abilities in these geographies.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

1. Corporate Social Responsibility Committee;

2. Nomination and Remuneration Committee;

3. Risk Management Committee; and

4. Stakeholders' Relationship Committee.

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

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

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)

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

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

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

1. Mr. Chandra Kishore Thakur, Manager;

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

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

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

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

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

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

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

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

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, 2025 and of the profit of the Company for the year ended on March 31, 2025;

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, 2025 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.

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

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

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 the 9th AGM.

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

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

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

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

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

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

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

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

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

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

The delay in submission of the financial results for the quarter and year ended March 31, 2024 was due to unforeseen technical issues in affixing the Chairman's Digital Signature and logistical challenges in receiving signed results from one of the Joint Auditors. These circumstances were beyond the Company's control, and necessary measures have been implemented to prevent recurrence.

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 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 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable. There was no instance of one-time settlement with any Bank or Financial Institution.

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.