General information about company
Scrip code	542760
NSE Symbol	SWSOLAR
MSEI Symbol	NOTLISTED
ISIN	INE00M201021
Name of the entity	Sterling and Wilson Renewable Energy Limited
Date of start of financial year	01-04-2022
Date of end of financial year	31-03-2023
Reporting Quarter	Yearly
Date of Report	31-03-2023
Risk management committee	Applicable
Market Capitalisation as per immediate previous Financial Year	Top 500 listed entities

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

Yes

Whether Chairperson is related to MD or CEO

Disqualification of Directors under section 164 of the Companies Act, 2013

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent statusWhether special resolution passed?
[Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of 
cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing  Regulations)Notes for not providing PANNotes for not providing DIN

Khurshed Yazdi Daruvala

AACPD7565R

00216905

Non-Executive - Non Independent Director

Chairperson related to Promoter

22-03-1969

Active

25-04-2018

Cherag Sarosh Balsara

ADJPB7156L

07030974

Non-Executive - Independent Director

Not Applicable

26-01-1969

Active

29-03-2022

Keki Manchersha Elavia

AAAPE0157G

00003940

Non-Executive - Independent Director

Not Applicable

09-04-1946

Active

Yes

30-09-2020

27-03-2019

Pallon Shapoorji Mistry

APAPM0084M

05229734

Non-Executive - Non Independent Director

Not Applicable

12-03-1992

Active

02-08-2018

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent statusWhether special resolution passed?
[Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of 
cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing  Regulations)Notes for not providing PANNotes for not providing DIN

Rukhshana Jina Mistry

AAEPM3846J

08398795

Non-Executive - Independent Director

Not Applicable

24-09-1956

Active

27-03-2019

Naina Krishna Murthy

AFAPM1115K

01216114

Non-Executive - Independent Director

Not Applicable

15-09-1971

Active

07-04-2022

Balanadu Narayan

AAEPN2509D

00007129

Non-Executive - Non Independent Director

Not Applicable

18-07-1949

Active

07-04-2022

Saurabh Agarwal

ABWPA6364L

09206293

Non-Executive - Non Independent Director

Not Applicable

25-12-1973

Active

07-04-2022

Audit Committee Details
Whether the Audit Committee has a Regular Chairperson					Yes
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	08398795	Rukhshana Jina Mistry	Non-Executive - Independent Director	Chairperson	27-03-2019
2	00216905	Khurshed Yazdi Daruvala	Non-Executive - Non Independent Director	Member	27-03-2019
3	00003940	Keki Manchersha Elavia	Non-Executive - Independent Director	Member	27-03-2019

Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson					Yes
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	00003940	Keki Manchersha Elavia	Non-Executive - Independent Director	Chairperson	27-03-2019
2	00216905	Khurshed Yazdi Daruvala	Non-Executive - Non Independent Director	Member	27-03-2019
3	08398795	Rukhshana Jina Mistry	Non-Executive - Independent Director	Member	27-03-2019

Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson					Yes
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	00216905	Khurshed Yazdi Daruvala	Non-Executive - Non Independent Director	Chairperson	27-03-2019
2	05229734	Pallon Shapoorji Mistry	Non-Executive - Non Independent Director	Member	27-03-2019
3	08398795	Rukhshana Jina Mistry	Non-Executive - Independent Director	Member	27-03-2019

Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson					Yes
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	00216905	Khurshed Yazdi Daruvala	Non-Executive - Non Independent Director	Chairperson	23-06-2020
2	07030974	Cherag Sarosh Balsara	Non-Executive - Independent Director	Member	29-03-2022
3	00003940	Keki Manchersha Elavia	Non-Executive - Independent Director	Member	23-06-2020
4	05229734	Pallon Shapoorji Mistry	Non-Executive - Non Independent Director	Member	23-06-2020
5	08398795	Rukhshana Jina Mistry	Non-Executive - Independent Director	Member	23-06-2020

Corporate Social Responsibility Committee
Whether the Corporate Social Responsibility Committee has a Regular Chairperson
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks

Other Committee
Sr	DIN Number	Name of Committee members	Name of other committee	Category 1 of directors	Category 2 of directors	Remarks

Annexure 1
Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr	Date(s) of meeting (if any) in the previous quarter	Date(s) of meeting (if any) in the current quarter	Maximum gap between any two consecutive (in number of days)	Notes for not providing Date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors as on date of the meeting	Number of Directors present* (All directors including Independent Director)	No. of Independent Directors attending the meeting*
1	12-10-2022				Yes	8	7	4
2		19-01-2023	98		Yes	8	7	3

Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr	Name of Committee	Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)	Maximum gap between any two consecutive (in number of days)	Name of other committee	Reson for not providing date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors in the Committee as on date of the meeting	Number of Directors Present (All Directors including Independent Director)	No. of Independent Directors attending the meeting*	No. of members attending the meeting (other than Board of Directors)
1	Audit Committee	12-10-2022				Yes	3	3	2	0
2	Audit Committee	19-01-2023	98			Yes	3	3	2	0
3	Audit Committee	27-03-2023	66			Yes	3	3	2	0
4	Stakeholders Relationship Committee	19-01-2023				Yes	3	3	1	0
5	Risk Management Committee	14-12-2022				Yes	5	5	3	0

Annexure 1
V. Related Party Transactions
Sr	Subject	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
1	Whether prior approval of audit committee obtained	Yes
2	Whether shareholder approval obtained for material RPT	Yes
3	Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee	Yes

Annexure 1
VI. Affirmations
Sr	Subject	Compliance status (Yes/No)
1	The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015	Yes
2	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee	Yes
3	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee	Yes
4	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee	Yes
5	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities)	Yes
6	The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	Yes
7	The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	Yes
8	This report and/or the report submitted in the previous quarter has been placed before Board of Directors.	Yes

Annexure 1
Sr	Subject	Compliance status
1	Name of signatory	Jagannadha Rao Ch. V.
2	Designation	Company Secretary and Compliance Officer

Annexure II
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Sr	Item	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.	Web address
1	Details of business	Yes		https://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?fliter=&sec=business
2	Terms and conditions of appointment of independent directors	Yes		https://www.sterlingandwilsonre.com/pdf/terms-and-conditions-of-appointment-independent-directors.pdf
3	Composition of various committees of board of directors	Yes		https://www.sterlingandwilsonre.com/pdf/reg/composition-of-committees.pdf
4	Code of conduct of board of directors and senior management personnel	Yes		https://www.sterlingandwilsonre.com/pdf/reg/code-of-conduct.pdf
5	Details of establishment of vigil mechanism/ Whistle Blower policy	Yes		https://www.sterlingandwilsonre.com/pdf/whistle-blower-policy.pdf
6	Criteria of making payments to non-executive directors	No	The same has been disclosed in the Annual Report
7	Policy on dealing with related party transactions	Yes		https://www.sterlingandwilsonre.com/pdf/policy-on-related-party-transactions.pdf
8	Policy for determining �material� subsidiaries	Yes		https://www.sterlingandwilsonre.com/pdf/reg/policy-on-material-subsidiaries.pdf
9	Details of familiarization programmes imparted to independent directors	Yes		https://www.sterlingandwilsonre.com/pdf/familiarization-programme-for-independent-directors.pdf

Annexure II
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Sr	Item	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.	Web address
10	Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances	Yes		https://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?filter=&sec=mobile
11	email address for grievance redressal and other relevant details	Yes		https://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?filter=&sec=email
12	Financial results	Yes		https://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?fliter=&sec=Financials-Annual-Report
13	Shareholding pattern	Yes		https://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?fliter=&sec=shareholding_pattern
14	Details of agreements entered into with the media companies and/or their associates	NA
15	Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange	Yes		https://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?fliter=&sec=investor_presentation
16	New name and the old name of the listed entity	Yes		https://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?filter=&sec=swre
17	Advertisements as per regulation 47 (1)	Yes		https://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?filter=&sec=newspaper_publication
18	Credit rating or revision in credit rating obtained	Yes		https://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?filter=&sec=credit_rating_disclosures
19	Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year	Yes		https://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?fliter=&sec=subsidiary_financial_statements
20	Whether company has provided information under separate section on its website as per Regulation 46(2)	Yes		https://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr
21	Materiality Policy as per Regulation 30	Yes		https://www.sterlingandwilsonre.com/pdf/reg/policy-on-determination-of-materiality-of-events-&-information.pdf
22	Dividend Distribution policy as per Regulation 43A (as applicable)	Yes		https://www.sterlingandwilsonre.com/pdf/reg/dividend-distribution-policy.pdf
23	It is certified that these contents on the website of the listed entity are correct	Yes		Yes

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
1	Independent director(s) have been appointed in terms of specified criteria of �independence� and/or �eligibility�	16(1)(b) & 25(6)	Yes
2	Board composition	17(1), 17(1A) & 17(1B)	Yes
3	Meeting of Board of directors	17(2)	Yes
4	Quorum of Board meeting	17(2A)	Yes
5	Review of Compliance Reports	17(3)	Yes
6	Plans for orderly succession for appointments	17(4)	Yes
7	Code of Conduct	17(5)	Yes
8	Fees/compensation	17(6)	Yes
9	Minimum Information	17(7)	Yes
10	Compliance Certificate	17(8)	Yes

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
11	Risk Assessment & Management	17(9)	Yes
12	Performance Evaluation of Independent Directors	17(10)	Yes
13	Recommendation of Board	17(11)	Yes
14	Maximum number of Directorships	17A	Yes
15	Composition of Audit Committee	18(1)	Yes
16	Meeting of Audit Committee	18(2)	Yes
17	Composition of nomination & remuneration committee	19(1) & (2)	Yes
18	Quorum of Nomination and Remuneration Committee meeting	19(2A)	Yes
19	Meeting of Nomination and Remuneration Committee	19(3A)	Yes
20	Composition of Stakeholder Relationship Committee	20(1), 20(2) & 20(2A)	Yes

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
21	Meeting of Stakeholders Relationship Committee	20(3A)	Yes
22	Composition and role of risk management committee	21(1),(2),(3),(4)	Yes
23	Meeting of Risk Management Committee	21(3A)	Yes
24	Vigil Mechanism	22	Yes
25	Policy for related party Transaction	23(1),(1A),(5),(6),(7) & (8)	Yes
26	Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	Yes
27	Approval for material related party transactions	23(4)	Yes
28	Disclosure of related party transactions on consolidated basis	23(9)	Yes
29	Composition of Board of Directors of unlisted material Subsidiary	24(1)	Yes
30	Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)	Yes

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
31	Annual Secretarial Compliance Report	24(A)	Yes
32	Alternate Director to Independent Director	25(1)	Yes
33	Maximum Tenure	25(2)	Yes
34	Meeting of independent directors	25(3) & (4)	Yes
35	Familiarization of independent directors	25(7)	Yes
36	Declaration from Independent Director	25(8) & (9)	Yes
37	D & O Insurance for Independent Directors	25(10)	Yes
38	Memberships in Committees	26(1)	Yes
39	Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel	26(3)	Yes
40	Disclosure of Shareholding by Non-Executive Directors	26(4)	Yes
41	Policy with respect to Obligations of directors and senior management	26(2) & 26(5)	Yes
	Any other information to be provided - Add Notes

Annexure II
1	Name of signatory	Jagannadha Rao Ch. V.
2	Designation	Company Secretary and Compliance Officer

Annexure II
III. Affirmations
Sr	Particulars	Compliance status (Yes/No/NA)
1	The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied	Yes
	Any other information to be provided

Annexure II
1	Name of signatory	Jagannadha Rao Ch. V.
2	Designation	Company Secretary and Compliance Officer

Additional Half yearly Disclosure
Applicability of disclosure	Applicable
Reason for Non Applicability	Textual Information(1)
I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below
(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
Entity	Aggregate amount advanced during six months		Balance outstanding at the end of six months
Promoter or any other entity controlled by them	0		0
Promoter Group or any other entity controlled by them	0		0
Directors (including relatives) or any other entity controlled by them	0		0
KMPs or any other entity controlled by them	0		0
(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By
Entity	Type (guarantee, comfort letter etc.)		Aggregate amount of issuance during six months	Balance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them	N.A		0	0
Promoter Group or any other entity controlled by them	N.A.		0	0
Directors (including relatives) or any other entity controlled by them	N.A.		0	0
KMPs or any other entity controlled by them	N.A.		0	0
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by
Entity	Type of security (cash, shares etc.)		Aggregate value of security provided during six months	Balance outstanding at the end of six months
Promoter or any other entity controlled by them	N.A.		0	0
Promoter Group or any other entity controlled by them	N.A.		0	0
Directors (including relatives) or any other entity controlled by them	N.A.		0	0
KMPs or any other entity controlled by them	N.A		0	0
(D) Additional Information				Textual Information(2)
II. Affirmations
Affirmations		Compliance Status		Company Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company.		Yes		Textual Information(3)
Name	Bahadur Dastoor
Designation	CFO
Place	Mumbai
Date	21-04-2023

Signatory Details
Name of signatory	Jagannadha Rao Ch. V.
Designation of person	Company Secretary and Compliance Officer
Place	Mumbai
Date	21-04-2023

General information about company

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

Audit Committee Details

Nomination and remuneration committee

Stakeholders Relationship Committee

Risk Management Committee

Corporate Social Responsibility Committee

Other Committee

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Annexure 1

IV. Meeting of Committees

Annexure 1

V. Related Party Transactions

Annexure 1

VI. Affirmations

Annexure 1

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

Annexure II

II. Annual Affirmations

Annexure II

II. Annual Affirmations

Annexure II

II. Annual Affirmations

Annexure II

II. Annual Affirmations

Annexure II

Annexure II

III. Affirmations

Annexure II

Additional Half yearly Disclosure

I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below

(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By

(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by

II. Affirmations

Signatory Details