The Directors have pleasure in presenting the 36th Annual Report of your Company and the Audited Financial Statementsfor the financial year ended on 31st March, 2025, together with Auditors' Report thereon.
The performance of the Company during the year has been as under:
(Amount in Lakhs)
Particulars
Standalone Results
Consolidated Results
2024-25
2023-24
Net Sales and other Income
4418.57
2382.74
5199.84
3404.48
Profit before Depreciation and Interest
3393.99
1445.16
3827.28
2025.08
LESS:
Depreciation & Amortization
398.99
444.82
897.87
939.07
Interest
23.96
70.76
47.65
78.05
Profit for the year
2971.04
929.58
2881.76
1007.96
Profit before Taxation
Provision for Taxation:
Current Tax
514.00
184.95
534.47
234.15
Deferred Tax
3.10
2.25
(31.86)
Taxes for earlier years
Profit after Tax
2453.94
742.38
2344.19
805.68
Add: Other Comprehensive Income
-71.00
367.92
Total Comprehensive Income for the year
2382.94
1110.30
Less: Minority Interest (Current year's Profit/loss)
-
(60.97)
43.99
Surplus brought forward from previous year
6394.74
5850.19
7241.48
6111.80
Balance carried forward to Balance Sheet
9233.73
6934.74
9429.1
During the year under review, the Income from Operations of the Company is Rs. 821.63 lacs as against Rs. 1509.63 lacsin the previous year. The Profit before Tax (PBT) stood at Rs. 2971.04 lacs as against Rs. 929.58 lacs in the previousyear. The Profit after Tax (PAT) stood at Rs. 2453.94 lacs as against Rs. 742.38 lacs in the previous year. The Earningsper Share (EPS) for the year ended 31.03.2025 is Rs 1.81 as against Rs. 0.55 in the previous year ended 31.03.2024.
The Company operates a 5 MW solar power project at Gujarat Solar Park, Charanka Village, Santalpur Taluq, PatanDistrict, Gujarat. In addition, its subsidiaries, Surana Solar Systems Pvt. Ltd. (SSSPL), Bhagyanagar Green Energy Pvt.Ltd. (BGEPL), and Aryavaan Renewable Energy Pvt. Ltd. (AREPL), each manage 5 MW solar projects strategically locatedacross India. SSSPL's plant is situated at Shankapur Village, Shankarampet Mandal, Medak District, Telangana, and hasrenewed its Power Purchase Agreement (PPA) with Bhagyanagar India Limited for a further 10 years from September2019. BGEPL operates in Peddaumanthal Village, Pudur Mandal, Ranga Reddy District, Telangana, under a long-termPPA with TSSPDCL, also effective from September 2019. Meanwhile, AREPL runs its project in Barhara Village, SarilaTehsil, Hamirpur District, Uttar Pradesh, backed by a long-term PPA with Uttar Pradesh Power Corporation Ltd. Theseprojects reflect the Group's strong and growing presence in India's renewable energy sector, supported by stable, long¬term power agreements.
As part of its strategic review of underperforming assets, the Company sold its 5 MW Solar Power Plant and land situatedat Munipally, Telangana, to an independent third-party buyer through an asset sale, following Shareholders approval throughpostal ballot on 29.01.2025. The sale, valued at ?33.30 crores, was driven by the plant's continued financial unviabilitydue to high regulatory charges.
Your company has four (4) subsidiary companies and one (1) associate company as on 31.03.2025 as mentioned below.Further there has been no material changes in the nature of business of the subsidiaries.
Sr.
No.
Name of the Company
Percentage (%) ofShareholding
Subsidiary/Wholly Owned Subsidiary Companies:
1.
Surana Solar Systems Private Limited
51.00
2.
Tejas India Solar Energy Private Limited
100.00
3.
Bhagyanagar Green Energy Private Limited
58.15
4.
Aryavaan Renewable Energy Private Limited
Associate Company:
Surana Solar Limited
36.18
In terms of proviso to sub-section (3) of Section 129 of the Companies Act,2013, the salient features of the financialstatement of the subsidiaries and associates is set out in the prescribed Form AOC-1, which forms part of the AnnualReport. Pursuant to the provisions of Section 136 of the Companies Act, 2013, the consolidated financial statements ofthe company along with relevant documents are made available on the website of the Company.
The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per theCompanies (Indian Accounting Standards) Rules, 2015, as amended and notified under Section 133 of the CompaniesAct, 2013 and other relevant provisions of the Companies Act, 2013.
The Consolidated Financial Statements for the financial year ended 31st March, 2025 forms part of the Annual Report. Asper the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited accounts of itsSubsidiaries on its website www.suranatele.com and a copy of separate Audited Financial Statements of its Subsidiarieswill be provided to shareholders upon their request.
The Directors state that 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.
The paid-up Share Capital of the Company as on 31st March, 2025 is Rs.13,57,59,963 divided into 13,57,59,963 equityshares of Rs. 1/- each. During the year under review, there is no change in share capital of the company.
The Board of Directors of the Company have not recommended for transfer of any amount to the General Reserve forthe financial year ended 31 st March, 2025.
The Board of Directors have not recommended dividend for the financial year 2024-25 and have decided to retain theprofits for proposed future growth plans.
The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, forms an integral part of this Report and gives details of the overall industrystructure, developments, performance and state of affairs of the Company's business, internal controls and their adequacy,risk management systems and other material developments during the financial year.
Management Discussion and Analysis Report is presented in a separate section and forms part of the Annual Report asAnnexure-II.
During the year 2024-25, the Company is not covered under the criteria of Section 135(5) of Companies Act, 2013. TheCompany, however over the years reflects the strong commitment to improve the quality of life of the workforce and theirfamilies and also the community and society at large and considers social responsibility as an integral part of its businessactivities.
The CSR activities of the Surana Group are guided by the vision and philosophy of its founding father, Shri G MangilalSurana, who embodied the value of trusteeship in business and laid the Foundation for its ethical and value-basedfunctioning. The core elements of CSR activities include ethical functioning, respect for all stake-holders, protection ofhuman rights, providing of medical facilities and care for the environment.
Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors' ResponsibilityStatement, the Board of Directors of the Company hereby confirms:
(a) That the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accountingstandards have been followed along with proper explanation relating to material departures;
(b) That the directors have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the companyat the end of the financial year 2024-25 and of the profit of the company for that period;
(c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;
(d) That the directors have prepared the annual accounts for the financial year ending on 31 st March, 2025, on a goingconcern basis;
(e) That the directors have laid down Internal Financial Controls to be followed by the company and that such InternalFinancial Controls are adequate and were operating effectively; and
(f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively.
The Independent Directors have submitted the declaration of independence, as required pursuant to sub-section (7) ofsection 149 of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 andRegulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy which lays downa framework in relation to selection, appointment and remuneration of Directors, Key Managerial Personnel and SeniorManagement of the Company.
During the year under review, there has been no change to the Policy. The Nomination and Remuneration Policy of theCompany is available on the website of the Company and can be accessed at the following web link: http://www.suranatele.com/code-of-conduct-policies.html
The details of Loans, Guarantees, Securities and Investments made during the financial year ended 31st March, 2025, aregiven in the notes to the Financial Statements in compliance with the provisions of Section 186 of the Companies Act,2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.
All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinarycourse of business. There are no materially significant related party transactions made by the Company with Promoters,Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interestof the Company at large. All Related Party Transactions are placed before the Audit Committee and also the Board forapproval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which areof a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant tothe omnibus approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis.The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring ofsuch transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company'swebsite http://www.suranatele.com/codes-and-policies.html.
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is preparedin Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the same is annexed herewith as‘Annexure-III' to this Report.
The Audit Committee consists of Shri. Mayank Sanghani (Independent Director) as Chairman, Shri N Krupakar Reddy(Independent Director), Smt. Sanjana Jain (Independent Director) and Shri. Narender Surana (Managing Director) asmembers. The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors and complianceof various Regulations. The Committee also reviews the financial statements before they are placed before the Board.
The recommendations made by the Audit Committee to the Board, from time to time during the year under review, havebeen accepted by the Board. Other details with respect to the Audit Committee such as its terms of reference, the meetingsof the Audit Committee and attendance thereat of the members of the Committee, are separately provided in this AnnualReport, as a part of the Report on Corporate Governance.
The Annual Return in Form MGT-7 is available on the Company's website, the web link for the same is http://www.suranatele.com/annual-reports.html.
The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to bedisclosed under Section 135(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules,2014 are provided in ‘Annexure-I' forming part of this Report.
terms of the requirement Section 135(3)(n) of the Companies Act, 2013 and Regulation 21 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has developed andimplemented the Risk Management Policy. The Audit Committee has additional oversight in the area of financial risks andcontrols. Major risks identified by the businesses and functions are systematically addressed through mitigating actions ona continuing basis. The development and implementation of risk management policy has been covered in the managementdiscussion and analysis report, which forms part of this report. At present the Company has not identified any element ofrisk which may threaten the existence of the company.
During the year under review, the Independent Directors of the company in terms of Schedule IV and Regulation 25(3)(4)of SEBI (LODR) Regulations, 2015, evaluated the performance of the Board as a whole, each Non-Independent Directorand the Chairperson of the Company. Further, in terms of Section 178(2) of the Companies Act, 2013, the Nominationand Remuneration Committee evaluated the performance of the Board as a whole and the Individual Directors. TheBoard also as per the provisions of Regulation 17(10) of SEBI (LODR) Regulations, 2015, evaluated the performance ofthe Independent Directors and the Committees of the Board in terms of Section 135(3)(p) of the Companies Act, 2013,read with Rule 8(4) of the Companies (Accounts) Rules, 2014. The evaluations are done on the basis of a structuredquestionnaire which contains evaluation criteria taking into consideration various performance related aspects. The Boardof Directors has expressed their satisfaction with the evaluation process.
During the year under review Shri. Devendra Surana, Non-Executive Director has resigned from the Board of Directors on16.01.2025 and Shri. Advait Surana has been appointed as Non-Executive Director w.e.f. 03.02.2025.
Mrs. Mansa Thakur, Company Secretary has resigned w.e.f. 30th September 2024 and Miss. Arcot Ganeshan Monishahas been appointed as a Company Secretary w.e.f.13th November 2024, further there were no other new appointment orresignation of Director.
In compliance with the Companies Act, 2013, Shri. Mangilal Narender Surana, DIN:00075086, Managing Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
Pursuant to the provisions of Section 203 of the Companies Act, 2013, Shri. Mangilal Narender Surana, Managing Director,Shri. T R Venkataramanan, Whole-time Director & Chief Financial Officer and Miss. Arcot Ganeshan Monisha, CompanySecretary are Key Managerial Personnel of the Company.
During the financial year under review, 8 (Eight) Board Meetings were convened and held. The details of the meetingsare given in the Corporate Governance Report. The intervening gap between the meetings was within the period of120 days as prescribed under the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.
The Company has not accepted any deposits in terms of Section 73 or Section 76 of the Companies Act, 2013 and assuch, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
The Company's equity shares are listed on the following Stock Exchanges:
(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, 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 - 400 051, Maharashtra, India.
The Company has paid the Annual Listing Fees to the Stock Exchanges for the financial year 2025-26.STATUTORY AUDITORS:
M/s Luharuka & Associates, Chartered Accountants were re-appointed as Statutory Auditors of the Company at the AnnualGeneral Meeting held on 20th August, 2022, for a term of five consecutive years from the conclusion of 33rd Annual GeneralMeeting till the conclusion of the 38th Annual General Meeting to be held in the year 2027.
M/s. Luharuka & Associates, Chartered Accountants, have confirmed that they are not disqualified from continuing asAuditors 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 Financial Year ended 31st March, 2025. The Statutory Auditors have not reportedany incident of fraud to the Audit Committee of the Company in the year under review.
The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. Sekhar & Co., CharteredAccountants as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basisto the Audit Committee and Board of Directors.
The Board of Directors of the Company have re-appointed M/s Sekhar & Co., Chartered Accountants as Internal Auditorsto conduct Internal Audit for the financial year ended 31st March, 2026.
The Company has maintained cost records as specified by Central Government under Section 148(1) of Companies Act,2013 and such records have been audited by M/s Lavanya & Associates LLP pursuant to Companies (Cost Records andAudit) Rules, 2014.
On the recommendation of the Audit Committee, the Board has re-appointed M/s Lavanya & Associates LLP, as CostAuditors for auditing the cost records of the company for the financial year 2025-26. The Act mandates that the remunerationpayable to the Cost Auditor is ratified by the shareholders. Accordingly, a resolution seeking ratification of the shareholdersfor the remuneration payable to cost auditors for the FY 2025-26 is included in the AGM Notice
The Cost Auditors' Report of financial year 2024-25 did not contain any qualifications, reservations, adverse remarks ordisclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section (12) of Section 143 ofthe Act.
Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed Smt. Rakhi Agarwal,Company Secretary in Practice, Hyderabad, as its Secretarial Auditor to conduct the Secretarial Audit of your Companyfor financial year 2025-26
Based on the recommendation of the Audit Committee, the board at its meeting held on 3rd September, 2025 hasrecommended for appointment of M/s Rakhi Agarwal, practicing company secretaries, Hyderabad ( Firm Registration No.I2004AP4527000 and Peer Review No. 7009/2025) as Secretarial Auditors of the Company to hold office for a term offive consecutive years commencing from FY 2025-26 till FY 2029-30, subject to the approval of shareholders as per SEBIListing Regulations read with Section 204 of the Act and Rules there under.
The Report of the Secretarial Auditor for the financial year 2024-25 is annexed to this report as Annexure-IV.
There were no qualifications, reservation or adverse remark or disclaimer made by Secretarial Auditor in its report.
The Secretarial Audit of the material subsidiaries, M/s. Aryavaan Renewable Energy Private Limited, and M/s. BhagyanagarGreen Energy Private Limited for the financial year 2024-25 was carried out pursuant to Section 204 of the CompaniesAct, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. TheSecretarial Audit Report submitted by Mrs. Rakhi Agarwal, Company Secretary in Practice, does not contain any qualification,reservation or adverse remark or disclaimer. The secretarial audit report of Material Subsidiaries are annexed to this reportas Annexure - VI (a) and Annexure - VI (b)
The Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per Securitiesand Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial ComplianceReport duly signed by Mrs. Rakhi Agarwal, Company Secretary in Practice, has been submitted to the Stock Exchangesand is annexed at ‘Annexure V' to this Board's Report.
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported anyinstances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12)of the Companies Act, 2013, details of which needs to be mentioned in this Report.
The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governanceas per the requirements of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.
A separate report on corporate governance practices followed by the Company, together with a Certificate from theCompany's Auditors confirming compliances forms an integral part of this Report.
The Company has adopted a Whistle Blower Policy establishing vigil mechanism to provide a formal mechanism to theDirectors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Codeof Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail themechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed thatno personnel of the Company have been denied access to the Audit Committee. The policy of vigil mechanism is availableon the Company's website. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner byadopting highest standards of professionalism, honesty, integrity and ethical behavior.
A. Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) ofCompanies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is provided as follows:
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the companyfor the financial year;
Name of the Director
Ratio to Median Remuneration
Shri. Narender Surana, MD
21.17
Shri. Devendra Surana*, Director
NA
Shri. T. R. Venkataramanan, WTD & CFO
0.82
* Shri. Devendra Surana has resigned from the Board of Directors of the Company w.e.f. 16.01.2025.
ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer,Company Secretary or Manager, if any, in the financial year;
Name of Person
% increase in remuneration
0.00
8.52
Miss. Arcot Ganeshan Monisha, CS*
* Miss. Arcot Ganeshan Monisha as CS w.e.f. 13.11.2024.
(iii) The percentage increase/(decrease) in the median remuneration of employees in the financial year is 7.29%.
(iv) There were 19 permanent employees on the rolls of company as on March 31, 2025.
(v) Affirmation that the remuneration is as per the remuneration policy of the company - Yes.
B. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employeesin terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excessof the limits set out in the said rules forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Reportexcluding the aforesaid information is being sent to the members of the Company. The said Annexure is open forinspection at the registered office of your Company. Any member interested in obtaining copy of the same may writeto Company Secretary at the Corporate Office of the Company.
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Tomaintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committeeof the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in theCompany, its compliance with operating systems, accounting procedures and policies at all locations of the Companyand its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereonare presented to the Audit Committee of the Board.
There is no change in nature of business of the Company.
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impactthe going concern status of the Company and its future operations.
During the year, no corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy Code,2016, either by or against the Company, before National Company Law Tribunal.
No disclosure or reporting is required in respect of the details of difference between amount of the valuation doneat the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions,as the Company had not made any one-time settlement with any bank or financial institution during the year
There are no material changes and commitments, affecting the financial position of the Company which occurredbetween the end of the financial year 31 st March, 2025 to which the financial statements relate and the date ofsigning of this report.
Your Company has always prioritized the well-being and development of the employees. The industrial relations ofthe Company continued to be harmonious during the year under review.
Your Company continues to hold ISO 9001-2008 Certification by meeting all the requirements of Certification fromtime to time
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance withThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Internal Complaints Committee (ICC) has been setup to redress complaint received regarding sexual harassment.During the period under review, no complaints were received by the ICC.
Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives,expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations.Actual results may differ materially from those expressed in the statement. Important factors that could influence theCompany's operations include global and domestic demand and supply conditions affecting selling prices of finishedgoods, input availability and prices, changes in government regulations, tax laws, economic developments within thecountry and other factors such as litigation and industrial relations.
The Directors take this opportunity to place on record their sincere thanks to the suppliers, customers, strategicpartners, Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and theshareholders for their support and co-operation extended to the Company from time to time. Directors are pleasedto record their appreciation of the sincere and dedicated services of the employees and workmen at all levels.
Date: 03.09.2025 DIN: 00075086 DIN: 08971109