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 Company's operations are supported by a strong and experienced
design and engineering team responsible for developing innovative and cost effective
solutions aimed at enhancing the performance ratio of solar and hybrid power projects. The
Company believes that its advanced design and engineering capabilities, together with
rigorous quality compliance checks on photovoltaic (PV) modules, enable it to consistently
achieve performance ratios exceeding contractual requirements for the projects it
executes.
While the Company's core operations are currently focused on the
domestic Indian market, it conducts international operations through its global
subsidiaries and branch offices. These offices are leveraged to strategically capitalize
on solar opportunities in overseas markets. The Company focuses on geographies with
favorable solar power policies and high solar resource potential, and invests in regions
offering long term growth opportunities. Its expansion strategy is disciplined and market
specific, designed to strengthen bidding capabilities and enhance competitiveness in each
target geography.
SHARE CAPITAL
During the financial year under review, there was no change in the
authorised share capital of your Company.
The issued and paid-up equity share capital of the Company marginally
increased from INR 23,34,94,316 divided into 23,34,94,316 equity shares of INR 1 each to
INR 23,35,31,720 divided into 23,35,31,720 equity shares of INR 1 each pursuant to the
allotment of 37,404 equity shares to option grantee(s) under the Sterling and Wilson
Renewable Energy Limited Employee Stock Option Plan introduced by the Company in 2021
("ESOP Plan I").
The paid-up equity share capital of the Company as on March 31, 2026,
was INR 23.35 crore.
EMPLOYEES STOCK OPTIONS
During the financial year under review, 37,404 options were exercised
and allotted to option grantee(s) in terms of the ESOP Plan I and have been admitted for
listing and trading on the BSE Limited and National Stock Exchange of India Limited (Stock
exchanges).
The Nomination and Remuneration Committee ("NRC"), the Board
of Directors of the Company ("Board"), and the shareholders, vide resolutions
passed at their respective meetings held on April 23, 2025, April 24, 2025, and August 21,
2025, approved the "Sterling and Wilson Renewable Energy Limited – Employee
Stock Option Plan II 2025" ("ESOP Plan II 2025").
The ESOP Plan II 2025 has been formulated in accordance with the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("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 Company's subsidiaries, in Form AOC 1, is annexed to the Financial
Statements of the Company. The said Form provides the details of the financial performance
of each subsidiary included in the Consolidated Financial Statements, pursuant to Rule
8(1) of the Companies (Accounts) Rules, 2014.
Further, pursuant to the provisions of Section 136 of the Act, the
Standalone and Consolidated Financial Statements of the Company ("Financial
Statements") along with relevant documents and separate audited Financial Statements
in respect of subsidiaries, are available on the website of the Company and can be
accessed 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 Director's Databank maintained by the
Indian Institute of Corporate Affairs in accordance with Section 150 of the Act read with
Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as
amended.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience, proficiency, expertise and hold the
highest standards of integrity.
During the financial year under review, the Non-Executive Directors of
the Company had no pecuniary relationship or transactions with the Company, other than
sitting fees, for attending the Board/ Committee meetings of the Company.
None of the Directors of the Company are disqualified to act as a
Director under Section 164(2) of the Act read with Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
Familiarization Programme for Independent Directors
In accordance with Regulation 25 of the SEBI Listing Regulations, the
Company ensures that its Independent Directors are kept well informed on key aspects of
its operating environment, including industry developments, business model, risk profile,
and evolving regulatory requirements. To support this, senior management delivers periodic
presentations at Board meetings, covering business performance, strategic direction,
associated risks, and other relevant matters.
The details of familiarization programmes imparted to Independent
Directors during the Financial Year 2025-26 are available on the website of the Company
and can be accessed 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 Board's Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(3)(c) and 134(5) of the
Act, with respect to Directors' Responsibility Statement, the Directors confirm that:
1. 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 Company's framework for the remuneration of Directors, Key
Managerial Personnel (KMP), and Senior Management Personnel (SMP).
There has been no change in the said Policy during the financial year
under review. The said Policy is annexed to this Report as Annexure A and is also
available on the website of the Company and can be accessed 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 Auditor's Report are self-explanatory. The
Auditor's Report, along with the Financial Statements, forms part of this Annual
Report.
M/s. Deloitte Haskins & Sells LLP have confirmed that they are not
disqualified from continuing as the Auditors of the Company. They have further confirmed
that they have undergone the peer review process of the Institute of Chartered Accountants
of India ("ICAI") and hold a valid certificate issued by the Peer Review Board
of the ICAI.
Secretarial Auditor
Pursuant to the provisions of Section 204 of Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI
Listing Regulations, as amended, the Members of the Company at the 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 Auditor's report
The Statutory Auditors' Report for the financial year 2025–26
does not contain any qualifications, reservations, adverse remarks, or disclaimers.
The Secretarial Audit Report for the financial year ended March 31,
2026, is annexed to this Annual Report as Annexure B. The Secretarial Audit Report
does not contain any qualification, reservation, adverse remark or disclaimer, except as
under: (a) the outcome of the Board Meetings held on April 24, 2025 and July 17, 2025, as
required under Regulation 30 of the Listing Regulations, was submitted to the Stock
Exchanges beyond the stipulated timeline of 30 minutes from the conclusion of the
meetings;
(b) the disclosure regarding the order received from the Commissioner
of Legal and Board Services Department, Tax Dispute Resolution Department, Kenya Revenue
Authorities on December 12, 2025 was made beyond the prescribed timeline of 24 hours; and
(c) the submission of ‘Integrated Filing–Financial' in
XBRL in respect of financial results for the year ended March 31, 2025 (approved in the
meeting of Board of Directors held on April 24, 2025) was not done on same date of
submission of financial results in PDF Mode.
The company has however, as required under the provisions of the
listing regulations, submitted explanation/reasons to the Stock Exchanges for the
aforesaid delays and as informed to us, no further correspondence has been received from
the Stock Exchanges in this regard.
Management Response
The Management Response for each of the points mentioned above is as
under: (a) The delay in filing the outcomes of the Board Meetings held on April 24, 2025
and July 17, 2025 was due to logistical delays in receipt of signed reports from the
Statutory Auditors and technical issues encountered while uploading the outcomes on the
Stock Exchanges.
(b) The order dated December 12, 2025 from the Kenya Revenue
Authorities was received by email after working hours on December 12, 2025. As the
following days were non-working days, the email was accessed on December 15, 2025 and the
disclosure was made immediately thereafter.
(c) Since the Integrated Filing (Financial) in XBRL format was newly
introduced for the quarter ended March 31, 2025, technical issues were encountered while
uploading the validated XBRL file on the Stock Exchanges' portals. The filing was
completed upon resolution of the issues at the Stock Exchanges' end.
Reporting of Frauds by Auditors
During the financial year under review, the Statutory Auditors and
Secretarial Auditors have not reported any instances of fraud to the Audit Committee or
the Board of Directors under Section 143(12) of the Companies Act, 2013, read with the
rules made thereunder.
Branch Auditors
Pursuant to the provisions of Section 143(8) of the Act read with Rule
12 of the Companies (Audit and Auditors) Rules, 2014, the audit of accounts of the
Company's branch offices located outside India is required to be conducted by persons
or firms qualified to act as branch auditors in accordance with the laws of the respective
country.
Accordingly, the Board proposes to seek the approval of the Members at
the ensuing 9th AGM to authorise the Audit Committee or the Board to appoint branch
auditors for the Company's overseas branches and to determine their remuneration.
The Board recommends the passing of an Ordinary Resolution by the
Members for the appointment of branch auditors, as set out in Item No. 3 of the Notice
convening the ensuing 9th AGM.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal control systems are commensurate with the
nature, scale, and complexity of its operations. The Board has put in place appropriate
internal policies and procedures to ensure the orderly and efficient conduct of business,
including safeguarding of assets, prevention and detection of frauds and errors, and
ensuring the accuracy and completeness of accounting records, as well as the timely
preparation of reliable financial disclosures.
Information relating to the internal financial control systems and
their effectiveness is provided in the Management Discussion and Analysis, which forms
part of this Annual Report.
ANNUAL RETURN
The Annual Return for Financial Year 2025-26 as per provisions of the
Act and Rules thereto, is available on the website of the Company and can be accessed 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 Company's
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 Company's
performance, industry trends and other material developments with respect to your Company
and its subsidiaries, wherever applicable forms a part of this Annual Report.
CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to provisions of Section 134 of the Act read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 the details on Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo is annexed to this Report as
Annexure C.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
Pursuant to Section 134(3)(h) of the Act, details of the contracts and
arrangements with related parties referred to in Section 188(1) of the Act entered into by
the Company during the financial year under review are disclosed in the notes to the
financial statements.
An omnibus approval was obtained from the Audit Committee for related
party transactions that are repetitive in nature and these transactions were conducted at
arm's length and in the ordinary course of business. Further, during the year, the
Company did not enter into any related party transactions that were considered
‘material' in accordance with its Policy on Materiality of Related Party
Transactions and on Dealing with Related Party Transactions ("RPT Policy").
Further, there were no transactions undertaken during the financial
year under review that were not on an arm's length basis; accordingly, the disclosure
under Form AOC-2 is not applicable to the Company.
The RPT Policy as approved by the Board is available on the website of
the Company and can be accessed 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 Company's going concern status or its future
operations. However, attention of the Members is drawn to the statement of contingent
liabilities contained in the notes forming part of the financial statements.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy and established a vigil
mechanism for its Directors and employees, in accordance with Section 177 of the Act and
Regulation 22 of the SEBI Listing Regulations, to enable reporting of genuine concerns
regarding unethical or improper conduct without fear of retaliation.
The vigil mechanism provides adequate safeguards against victimisation
of whistle blowers who use the mechanism and also allows direct access to the Chairperson
of the Audit Committee in exceptional cases. No person has been denied such access to the
Chairperson of the Audit Committee.
The Policy is available on the website of the Company and can be
accessed 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
Company's cyber security systems are periodically reviewed, and its processes and
technology controls are continuously strengthened in line with evolving threat scenarios.
The Company's technology environment is supported by real-time security monitoring,
with appropriate controls implemented across multiple layers, including end-user devices,
network infrastructure, servers, applications, and data.
CODE FOR PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct on Insider Trading
("Code on Insider Trading") to regulate, monitor, and report trading in the
Company's shares by designated persons and their immediate relatives, in accordance
with the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 ("PIT Regulations").
The Code, inter alia, prescribes the procedures to be followed by
designated persons while trading in or dealing with the Company's shares and while
handling Unpublished Price Sensitive Information ("UPSI"). It also mandates that
any person in possession of UPSI shall refrain from using such information for personal
gain, thereby ensuring fairness and transparency in the securities market.
Further, the Code provides for maintenance of a digital database,
mechanisms for prevention of insider trading, and protocols for handling UPSI. The Code
has been communicated to all concerned persons.
The Company has also adopted the Code of Practice and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information ("the Code of Fair
Disclosure") in compliance with the PIT Regulations. The Code of Fair Disclosure is
available on the website of the Company and can be accessed at https://
www.sterlingandwilsonre.com/investor-relations/corporate-governance
The Company has implemented a PAN-based online tracking mechanism to
monitor trading in its securities by designated persons and their immediate relatives.
This system enables weekly monitoring for detection of trades and facilitates timely
action in the event of any violation or non-compliance with the Code on Insider Trading.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility ("CSR") policy formulated
by the CSR Committee and approved by the Board remains unchanged. The CSR policy is
available on the website of the Company and can be accessed 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 Company's Bankers for the assistance, co-operation
and encouragement they extended to the Company. Your Directors also wish to place on
record their sincere thanks and appreciation for the continuing support and unstinting
efforts of investors, vendors, dealers, business associates and employees in ensuring an
excellent all-around operational performance.
|
For & on behalf of the Board of |
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Sterling and Wilson Renewable Energy
Limited |
|
Khurshed Daruvala |
Place: Mumbai |
Chairman & Non-Executive Director |
Date: April 23, 2026 |
DIN: 00216905 |
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