To the Members of Surana Telecom and Power Limited

The Directors have pleasure in presenting the 30^th Annual Report of yourCompany and the audited financial statements for the financial year ended 31^stMarch 2019 together with Auditor's Report thereon.

FINANCIAL RESULTS

The performance of the Company during the year has been as under:

PERFORMANCE

During the year under review the Income from Operations is Rs. 240510037 as againstRs. 235345624 for the corresponding previous year. The Profit Before Tax stood at Rs.57962011 as against Rs. 29482602 for the previous year. The Profit After Tax stoodat Rs.47478011 as against Rs. 23059602 for the corresponding period. The BasicEarnings Per Share for the year ended 31.03.2019 is Rs.0.35 as against Rs.0.17 for thecorresponding previous year ended 31.03.2018.

OPERATIONS

The Company's 5 MW Solar Power Project is situated at Gujarat Solar Park CharankaVillage Santalpur Taluq Patan District is generating steady income.

M/s Surana Solar Systems Pvt. Ltd. a subsidiary company is successfully operating its5 MW Solar Power Plant situated at Shankapur Village Shankarampet Mandal Medak DistrictTelangana.

M/s Aryavaan Renewable Energy Pvt. Ltd. a Subsidiary of the Company commissioned itsgrid connected 5 MW Solar Power Plant at Barhara Village Sarila Tehsil HamirpurDistrict Uttar Pradesh on 08.02.2017 and is successfully injecting power to the grid. Forsale of power the Company has entered into long term Power Purchase Agreement with UttarPradesh Power Corporation Ltd.

Pursuant to the Scheme of Arrangement in the year 2017 the 5 MW Solar Power Projectlocated at Munipally Village Sadashivpet Medak District of M/s Bhagyanagar India Limitedwas transferred to the Company. The project is running successfully. The power is beingsold to M/s.Tata Communications Ltd. through open access route. The Company has renewedPPA with Tata Communications Ltd for a period of 10 years.

M/s Tejas India Solar Energy Pvt. Ltd. a Subsidiary Company has completed erection of3 MW grid connected Solar Power Plant at Gajwel Mandal Medak District Telangana. Thepower will be sold under open access to third party. The Company is making requiredefforts to obtain approvals for synchronisation of the project to the grid and sale ofpower under open access route.

SUBSIDIARIES / ASSOCIATES:

Your company has three subsidiary companies and one associate company as on 31.03.2019as mentioned below. Further there has been no material change in the nature of business ofthe subsidiaries.

During the year under review your company has divested 100% equity stake held inGlobecom Infotech Private Limited since it does not have any commercial operation and thenet worth is Rs.88903 which contributes 0.008% of net worth of Surana Telecom and PowerLimited.

In terms of proviso to sub-section (3) of Section 129 of the Act the salient featuresof the financial statement of the subsidiaries and associates is set out in the prescribedForm AOC-1 which forms part of the financial statements.

Pursuant to the provisions of section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements prepared and annexed in accordance with theAccounting Standards 21 and 23 as prescribed under Section 133 of the Companies Act 2013read with Rule 7 of Companies (Accounts) Rules 2014 and Guidelines issued by Securitiesand Exchange Board of India ("SEBI") also forms part of this Annual Report.

As per the provisions of Section 136 of the Companies Act 2013 the Company has placedseparate audited accounts of its subsidiaries on its website www.suranatele.com and copyof separate audited financial statements of its subsidiaries will be provided to theshareholders at their request.

SECRETARIAL STANDARDS:

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

SHARECAPITAL

The paid-up Share Capital of the Company as on 31^st March 2019 isRs.135759963 divided into 135759963 equity shares of Re.1/- each. During the yearunder review there is no change in share capital of the company.

TRANSFER TO RESERVES:

The Board of Directors of the Company have not recommended for transfer of any amountto the General Reserve for the financial year ended 31 ^st March 2019.

DIVIDEND:

The Board of Directors have not recommended the dividend for the financial year2018-19 due to low profitability and capex plans the company has for the year 2019-20.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Schedule-V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms an integral partof this Report and gives details of the overall industry structure developmentsperformance and state of affairs of the Company's business internal controls and theiradequacy risk management systems and other material developments during the financialyear.

Management Discussion and Analysis Report is presented in a separate section forms partof the Annual Report as Annexure-II.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Directors' Responsibility Statement the Board of Directors of the Company herebyconfirms:

(a) That the preparation of the annual accounts for the financial year ended 31 ^stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures;

(b) That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year 31st March 2019 and of the profit and loss of the company for that period;

(c) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the directors have prepared the annual accounts for the financial year 31stMarch 2019 on a going concern basis; and

(e) That the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the declaration of independence as requiredpursuant to sub-section (7) of section 149 of the Companies Act 2013 and Regulation 25(8)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 stating thatthey meet the criteria of independence as provided in sub-section(6) of Section 149.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy which lays down a framework in relation to selection appointment andremuneration to Directors Key Managerial Personnel and Senior Management of the Company.The details of Nomination and Remuneration Committee and Policy are stated in theCorporate Governance Report.

PARTICULARS OF LOANS GUARANTEES OR SECURITIES AND INVESTMENTS

The details of Loans Guarantees Securities and Investments made during the financialyear ended 31 ^st March 2019 are given in the notes to the Financial Statementsin compliance with the provisions of Section 186 of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. All Related Party Transactions are placed before theAudit Committee and also the Board for approval where ever required. Prior omnibusapproval of the Audit Committee is obtained for the transactions which are of aforeseeable and repetitive nature. A statement giving details of all related partytransactions entered into pursuant to the omnibus approval so granted are placed beforethe Audit Committee and the Board of Directors on a quarterly basis. The Company hasdeveloped a Policy on Related Party Transactions for the purpose of identification andmonitoring of such transactions. The policy on Related Party Transactions as approved bythe Board is uploaded on the Company's websitehttp://suranatele.com/policies-and-documents.html. The particulars of contracts orarrangements with related parties referred to in sub-section (1) of section 188 isprepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules 2014 andthe same is annexed herewith as "Annexure-III" to this Report.

AUDIT COMMITTEE:

The Audit Committee consists of Independent Directors with Shri Nirmal Kumar Jain asChairman Shri D Venkatasubbiah Dr R.N.Sreenath and the Managing Director Shri NarenderSurana as members. The Committee inter alia reviews the Internal Control System Reportsof Internal Auditors and Compliance of various regulations. The Committee also reviews thefinancial statements before they are placed before the Board.

EXTRACT OF ANNUAL RETURN

The Extracts of Annual Return as per the provisions of Section 92 of the Companies Act2013 and Rule 12 of Companies (Management and Administration) Rules 2014 in Form MGT-9 isenclosed as Annexure-IV to this Report and also has been uploaded on company's website athttp:// suranatele.com.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are provided in theAnnexure-I forming part of this Report.

RISK MANAGEMENT POLICY

In terms of the requirement Section 134(3)(n) of the Companies Act 2013 and Regulation21 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has developed and implemented the RiskManagement Policy. The Audit Committee has additional oversight in the area of financialrisks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The developmentand implementation of risk management policy has been covered in the management discussionand analysis which forms part of this report. At present the Company has not identifiedany element of risk which may threaten the existence of the company.

BOARD EVALUATION

During the year under review pursuant to the provisions of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the evaluation ofperformance of all Directors is undertaken annually. The Company has implemented a systemof evaluating performance of the Board of Directors and of its Committees and individualDirectors on the basis of a structured questionnaire which comprise evaluation criteriataking into consideration various performance related aspects. The Board of Directors hasexpressed their satisfaction with the valuation process.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Baunakar Shekarnath Director of the Company will retire by rotation at theensuing Annual General Meeting and being eligible offers herself for re-appointment.Further the term of appointment of Dr R.N.Sreenath as an Independent Director of theCompany will expire on 21.09.2019. The Board of Directors of the Company at their meetingheld on 7^th August 2019 on recommendation of the Nomination &remuneration Committee and on the basis of the report of performance Evaluation ofIndependent directors recommended for the approval of shareholders the re-appointment ofDr R.N. Sreenath as Independent Director of the Company for second term of five years from21^st September 2019 to 20^th September 2024.

The Board on recommendation of nomination and remuneration committee appointed MrsSanjana Jain as Additional Director (Independent Director women category) effective from07.08.2019 and will hold the office till the date of this Annual General Meeting. TheBoard recommends to shareholders for appointment of Mrs Sanjana Jain as IndependentDirector of the Company as detailed in item no. 5 of the notice of annual general meeting.

The Board on recommendation of nomination and remuneration committee proposed toshareholders for appointment of Shri Mayank Sanghani as an Independent Director of theCompany for a period of five years effective from the date of 30^th AnnualGeneral Meeting. The resolution for appointment of Shri Mayank Sanghani has been includedas item no. 6 in the notice of the Annual General Meeting. The brief particulars of theDirectors seeking appointment/ re-appointment at this Annual General Meeting are beingannexed to the Corporate Governance Report.

Shri D.Venkata Subbaiah and Shri Nirmal Kumar Jain Independent Directors of theCompany are willing to retire from the Board due to their pre-occupation and othercommitments and whose term of appointment is upto this Annual General Meeting. ShriD.Venkata Subbaiah and Shri Nirmal Kumar Jain in their long association with the Companyhave made valuable contribution to the company and guided the Board in right manner.

Shri Sandeep Jain due to his pre-occupations and various other commitments resign fromthe Directorship effective from 20.06.2019.

Ms Vinita Surana Whole-time Director of the company was appointed also as ChiefFinancial Officer of the Company effective from 08.04.2019. However Ms Vinita Surana dueto her pre-occupation and other various commitments resigned from the Directorshipeffective from 20.07.2019 and she continues to act as Chief Financial Officer of theCompany.

Pursuant to the provisions of Section 203 of the Act the appointment of Shri NarenderSurana Managing Director Ms Vinita Surana CFO Shri Baunakar Shekarnath Whole-timeDirector and Shri Srinivas Dudam Company Secretary were formalized as Key ManagerialPersonnel of the Company.

MEETINGS OF THE BOARD:

During the financial year under review 5 (Five) Board Meetings were convened and held.The details of which are given in the Corporate Governance Report. The intervening gapbetween the meetings was within the period of 120 days as prescribed under the CompaniesAct 2013 and Regulation 17 of SEBI Listing Regulations 2015.

DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013 and as such no amount on account of principal or interest on publicdeposits was outstanding as on the date of the balance sheet.

LISTING OF EQUITY SHARES:

The Company's equity shares are listed on the following Stock Exchanges:

(i) BSE Limited Phiroze JeeJeebhoy Towers Dalal Street Mumbai – 400 001Maharashtra India; and

(ii) National Stock Exchange of India Limited Exchange Plaza Floor 5 Plot No.C/1 G Block Bandra –Kurla Complex Bandra (East) Mumbai – 400 051Maharashtra India.

The Company has paid the Annual Listing Fees to the Stock Exchanges for the FinancialYear 2019-20.

STATUTORY AUDITORS

M/s Luharuka & Associates Chartered Accountants were appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 26th September 2017 for aterm of five consecutive years subject to ratification Members at every Annual GeneralMeeting.

However in accordance with the Companies Amendment Act 2017 enforced on 7^thMay 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified at every Annual General Meeting.

M/s. Luharuka & Associates Chartered Accountants have confirmed that they are notdisqualified from continuing as Auditors of the Company.

There are no qualifications reservations or adverse remarks made by M/s Luharuka &Associates Chartered Accountants Statutory Auditors in their report for the FinancialYear ended 31^st March 2019.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.

INTERNAL AUDITORS:

The Board of Directors of the Company have appointed M/s Sekhar & Co. CharteredAccountants as Internal Auditors to conduct Internal Audit for the Financial Year ended 31^stMarch 2020.

COST AUDITORS

M/s Lavanya & Associates Cost Accountants Hyderabad has been appointed by theBoard on recommendations of Audit Committee as Cost Auditors for conducting the audit ofcost records maintained by the Company relating to Electricity for the financial year2019-20.

The Company has made and maintained the cost records as specified under Section 148(1)of the Companies Act 2013.

SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company appointed Mrs. Rakhi Agarwal Company Secretaryin Practice Hyderabad to conduct the Secretarial Audit for the financial year 2019-20.

The Secretarial Audit Report issu ed by Mrs. Rakhi Agarwal Company Secretary inPractice for the financial year 2018-19 is annexed herewith as Annexure -V.

The Secretarial Audit Report does not contain any qualifications reservation oradverse remarks. During the year under review the Company has complied with theapplicable provisions of the Secretarial Standards.

CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with theCode of Corporate Governance as per the requirements of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. A separate report on corporate governancepractices followed by the Company together with a Certificate from the Company's Auditorsconfirming compliances forms an integral part of this Report.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and employees to report concerns aboutunethical behavior actual or suspected fraud or violation of Code of Conduct and Ethics.It also provides for adequate safeguards against the victimization of employees who availof the mechanism and provides direct access to the Chairperson of the Audit Committee inexceptional cases.

It is affirmed that no personnel of the Company has been denied access to the AuditCommittee. The policy of vigil mechanism is available on the Company's website. TheWhistle Blower Policy aims for conducting the affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behavior.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

PARTICULARS OF REMUNERATION

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided as follows: (i) The ratio ofthe remuneration of each director to the median remuneration of the employees of thecompany for the financial year;

* Resigned from the Directorship w.e.f. 20.07.2019

(ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

* Resigned from the Directorship w.e.f. 20.07.2019

(ii) The percentage increase in the median remuneration of employees in the financialyear 11.20%

(iv) The number of permanent employees on the rolls of company – 17

(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration; The averageincrease in salaries of employees other than managerial personnel in 2018-19 was 9.32%.Percentage increase in the managerial remuneration for the year was Nil.

(vi) Affirmation that the remuneration is as per the remuneration policy of the company- Yes.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

CHANGE IN NATURE OF BUSINESS

There is no change in nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year 31st March 2019 to which thefinancial statements relates and the date of signing of this report.

HUMAN RESOURCES

The industrial relations of the Company continued to be harmonious during the yearunder review.

ISO 9001-2008 CERTIFICATION

Your CompanycontinuestoholdISO9001-2008Certification by meeting all the requirements ofCertification from time to time.

POLICY ON SEXUAL HARRASSEMENT

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

The Internal Complaints Committee (ICC) has been setup to redress complaint receivedregarding sexual harassment. During the period under review no complaints was received bythe ICC.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluencethe

Company's operations include global and domestic demand and supply conditions affectingselling prices of finished goods input availability and prices changes in governmentregulations tax laws economic developments within the country and other factors such aslitigation and industrial relations.

ACKNOWLEDGEMENTS

The Directors take this opportunity to place on record their sincere thanks to thesuppliers customers strategic partners Banks and Financial Institutions InsuranceCompanies Central and State Government Departments and the shareholders for their supportand co-operation extended to the Company from time to time. Directors are pleased torecord their appreciation of the sincere and dedicated services of the employees andworkmen at all levels.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

(Information Under Section 134(3)(m) of The Companies Act 2013 Read with Rules 8(3)of the Companies (Accounts) Rules 2014)

FORM A

FORM B

B. Technology absorption adaptation and innovation

The Company is making all its efforts towards technology absorption adaption andinnovation for improving productivity product quality.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Activities relating to exports and initiatives taken to increase export products andservices and export plans: NIL

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

1. Details of contracts or arrangements or transactions not at arm's lengthbasis: No transactions.

2. Details of material contracts or arrangement or transactions at arm's lengthbasis: