Excel Industries Ltd Directors Report

To,

The Members,

Excel Industries Limited

Your Directors are pleased to present the Directors Report for the year 2024-25 forming part of the 64th Annual Report including the Audited Financial Statements for the year ended 31st March, 2025 together with the Auditors Report thereon.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended 31st March, 2025 is summarized below:

	2024-25	2023-24
Revenue from Operations	978.07	826.14
Profit before Tax and exceptional item	110.91	20.19
Provision for Taxation:
- Current Tax	26.08	2.59
- Deferred Tax	1.05	1.66
- Tax in respect of earlier years	0.28	0.84
Profit After Tax	83.50	15.11
Other Comprehensive Income	24.89	83.03
Total Comprehensive Income	108.39	98.14
Dividend relating to previous financial year paid during the year	6.91	14.14
Retained earnings carried forward to the next year	101.48	84.00

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Your Directors have recommended a dividend of 13.75/- (275%) per equity share of Face Value of 5 each for the financial year 2024-25 as against the dividend of 5.50/- (110%) per equity share paid for the previous financial year 2023 - 24. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.

The Board has formulated a dividend distribution policy in pursuance to amendment to regulation 43A of the SEBI Listing Regulations vide its notification no. SEBI/LAD-NRO/GN/2021/22 dated 5th May, 2021. The dividend distribution policy of the Company lays down the parameters that the Board will consider for recommendation of dividend from time to time. The policy is available on the website of the Company and can be accessed at https://www.excelind.co.in/policies.

AMOUNT TRANSFERRED TO GENERAL RESERVE

Your Company has not transferred any amount to the General Reserve for the financial year 2024-25.

PERFORMANCE REVIEW

During the year under review, the net revenue from operations increased by 18% from 826.14 Crores in FY 2023-24 to 978.07 Crores, largely due to improvement of overall demand situation in the chemical segment and better price realizations compared to previous year. Companys profit before tax increased by 449% from 20.19 Crores in FY 2023-24 to 110.91 Crores, due to revival of overall demand in chemical segment, higher price realizations in key products and rationalization of key input material costs. Consequently, net profit after tax for the year increased by 453% from 15.11 Crores to 83.50 Crores.

The revenue from operations of the Chemicals Division for the year 2024 - 25 was 968.76 crores (? 811.98 crores for FY 2023 - 24) and that of the Environment and Biotech Division was 9.31 crores (14.16 crores for FY 2023- 24).

The Reserves excluding revaluation reserves as on 31.03.2025 are at 1170.91 Crores.

MODERNIZATION / EXPANSION

In May 2024, the Company had announced signing a long term contract with a multinational company for supply of a specialty chemical. During the course of the year, the company completed the commissioning of the plant and the initial performance trials of the product were satisfactory.

In March 2025, the Company announced the initiation of capacity expansion project to double the capacity of one of the biocides manufactured by it. This is targeted to be completed in the second half of this financial year.

ENVIRONMENT, HEALTH AND SAFETY

Environment: Roha site received Amended Environment Clearance from MPCB which is valid till 2028. Similar activities for amendment of consent to operate is under progress at Lote site also.

The company has planted more than 250 evergreen trees to increase the green cover in and around its sites towards its Sustainability commitment. A “Nakshatra garden” has been developed in the heart of Roha site as a part of our green initiative and to promote biodiversity. Efforts are on to further introduce garden and landscaping activities.

As a part of continual improvement a massive project has been initiated to further enhance the visual display of all the three sites to promote awareness of EHS among all stakeholders coming to the company premises.

The entire storm water drainage system is under revamping to make it more conducive during rainy season.

Health and Safety: Our employees from Roha Site achieved runner up in two man fire drill competition and consolation in four men fire drill competition in State level fire drill competition organized by State Fire Advisor: Maharashtra, competing against 34 teams across India. This is result of our continuous efforts on practical training to employees.

A program was initiated at Roha as “Stop One Minute for Safety” for contract workmen and supervisors at the beginning of shift where safety officer narrates a theme on safety. A system of Safety passport issuance has been started for contractual workmen to increase awareness on safety.

Apart from this department wise sub safety committee meetings strengthened, H2S gas emission monitored with threshold limit of 5ppm and many campaigns were carried internally at site on important safety topics.

TECHNOLOGICAL UPGRADATION AND R & D

The Company upgraded the R & D facility in Roha by acquisition of new equipment. This has enabled the company to start working on certain new chemistries. We started work on upgradation of pilot plant facility in Roha and Lote. The location for a new corporate R & D centre has been identified and it is targeted to operationalize the same in this financial year.

AWARDS:

2024 : FICCI “Life time achievement award for Eminent contribution to the chemical industry” to Shri. A.C. Shroff.

2024 : FICCI “Excellence in Agrochemical Industry of India”.

INSURANCE

The Company continues to carry adequate insurance cover for all its assets against unforeseeable perils like fire, flood, earthquake, etc. The Company continues to maintain consequential Loss (Fire) Policy and the Public Liability Insurance Policy as per the provisions of Public Liability Insurance Act. The Company has also taken a Directors and Officers Responsibility Policy. All the employees of the Company are insured.

HUMAN RESOURCES

Excel HR remains committed to fostering a positive and productive work environment where employees are empowered to perform at their best, maintain well-being, and experience happiness at work.

During FY 2024-25, our primary focus was on building organizational capabilities to support the next phase of growth. This was achieved through strategic hiring-placing the right talent in the right roles at the right time-and adapting to an aggressive hiring strategy. We also emphasized the development of leaders who inspire, empower, and model the right behaviors. Particular attention was given to the hiring, retention, and development of a diverse talent pool.

We continued to prioritize holistic growth and development opportunities for our people. As part of our talent development initiatives, the “Master the Mind Monkey: Experience your Excellence” workshop by Dr. Anand Patkar was conducted across multiple batches. The “Leaders of Tomorrow” program concluded in August 2023, and as a continued effort, we are investing in our future leaders through focused coaching and mentoring to prepare them as future-ready successors.

Organizational goals and key themes were cascaded clearly from the top, with specific deliverables outlined and agreed upon by each function, business unit, and site. This approach fostered a strong sense of ownership among business and functional leaders, facilitating the establishment of meaningful KRAs for the year. A weekly management review mechanism, ‘Bloom, has been implemented to closely monitor the progress of departmental KRAs, with active involvement from the senior leadership team.

All three company sites operated smoothly, supported by our employee-friendly policies and a proactive industrial relations strategy. As of March 31,2025, the employee strength stood at 1,112.

SOLAR POWER TO SIGNIFICANTLY REDUCE COMPANYS CARBON FOOTPRINT

Excel has made a significant stride towards sustainability and environmental responsibility with the successful implementation of our solar power venture. This initiative has notably reduced our reliance on conventional energy sources, with solar power now meeting an impressive 48% of our total power requirements at plants in Maharashtra.

The decision to invest in solar power was driven by a dual objective: to achieve long-term cost savings through reduced electricity bills and, more importantly, to actively minimizing our carbon footprint and contributing to a cleaner energy future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. Also, there has been no change in the nature of business of the Company.

PUBLIC DEPOSITS

Details of deposits, covered under Chapter V of the Act are as under:

(a) The Company stopped accepting and renewing fixed deposits with effect from 1st April, 2014.

(b) There are no existing deposits from the public and the shareholders of the Company at the end of the FY 2024-25. There are no unclaimed deposits as on 31st March, 2025.

(c) There has been no default in repayment of deposits or payment of interest thereon during the year under review.

(d) All unclaimed deposits of the Company are in compliance with the requirements of Chapter V of the Act.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loans, guarantees or investments made by the Company during the financial year 2024-25 are provided in Notes to Standalone Financial Statements.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31st March, 2025 the Company has three subsidiaries, namely, Kamaljyot Investments Limited, Excel Bio Resources Limited and Excel Rajkot C&D Waste Recycling Pvt. Ltd and has two Associate companies, namely, MobiTrash Recycle Ventures Private Limited and First Energy 7 Pvt. Ltd.

During the year 2024-25, M/s Kamaljyot Investments Limited divested their holding of 14,72,228 (46.25%) equity shares in ClimaCrew Private Limited. Thus, ClimaCrew Private Limited ceases to be the Associate Company of Excel Industries Limited as on 31st March, 2025.

The salient features of the financial statements of the subsidiaries and the associate companies as required under section 129 (3) of the Companies Act, 2013 are furnished in Form AOC - 1, forming part of the financial statements.

The financial statements of the subsidiary companies are not attached with this Annual Report. However, the Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same in accordance with section 136 of the Companies Act, 2013. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and are also available on the Companys website: https://www.excelind.co.in/annual-reports/ The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Kamaljyot Investments Limited (KIL) is an Investment Company registered under the provisions of RBI Act as a NBFC. The total income for the year 2024-25 is 2.38 Crores and Profit after tax is 1.80 Crores.

Excel Bio-Resources Ltd. (EBRL) is a Company formed for carrying on the business of processing all kinds of waste including but not limited to municipal solid waste, urban waste, domestic waste, industrial waste, food processing waste etc and manufacturing of Chemicals as job work for Excel industries Limited. The turnover for the year 2024-25 was 0.80 Crores. The Company made a loss of 0.14 Crores after taxation.

Excel Rajkot C&D Waste Recycling Private Limited (Excel Rajkot C&D) plant is now receiving and processing C&D waste, converting it into aggregates. Our Rajkot facility is equipped with a BIS-compliance laboratory. We have also installed a paver block manufacturing machine, developed a paver block recipe, and have commenced production. The Company made a loss of 0.80 Crores after taxation during the year 2024-25.

Mobitrash Recycle Ventures Pvt Ltd (MRVPL) is a Company involved in recycling of all kinds of waste and scrap and providing EPR (Extended Producer Responsibility) solutions. The turnover of the Company for the year 2024-25 is 4.18 Crores and the Company suffered a loss of 1.13 Crores.

First Energy 7 Pvt Ltd. (FE7PL) is a special purpose company formed to develop, construct, operate and maintain renewable energy based power plant. In view of the requirements of the Electricity Act and corresponding Rules, the Company has acquired 28.83 percent of equity share capital of FE7PL to source part of its electricity requirements from electricity generated by FE7PL. As per provisions of section 2 (6) of the Companies Act, 2013, FE7PL is an associate of the Company. However, as per provisions of Accounting Standard 28, accounts of FE7PL is not required to be included in the consolidated financial statements of the Company for the year 2024-25. The profit after tax of FE7PL is 0.40 Crores for the year 2024-25.

The contribution of the aforesaid subsidiaries and associate company to the overall performance of the Company is to the extent as provided in the consolidated financial statements of the Company.

The Policy for determining material subsidiaries as approved by the Board may be accessed on the Companys website at the link https://www.excelind.co.in/policies/

NUMBER OF MEETINGS OF THE BOARD

During the FY 2024-25, six meetings of the Board of Directors were held, details of the meetings held are provided in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS

APPOINTMENTS AND RESIGNATIONS OF DIRECTORS

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Dinesh Bhagat, Nominee Director of the Company, will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers himself for re-appointment.

Mr. Dipesh Shroff, Non-Executive Non-Independent Director, resigned from Directorship w.e.f close of business hours of 12th August, 2024, due to his pre-occupation and other personal commitments.

Mr. Atul Shroff, Non-Executive Non-Independent Director ceased to be the Director of the Company due to his demise on 08th October, 2024.

The second term of the Independent Directors viz. Mr. H. N. Motiwalla, Mr. P S. Jhaveri, Mr. R. N. Bhogale, Mr. M. B. Parekh, Mr. S. S. Vaidya and Mr. R. M. Pandia, expired on 12th August, 2024. The aforesaid independent directors ceased to be the Directors with effect from 13th August, 2024.

Further, Mr. Ninad Gupte, Mr. Shekhar Khanolkar, Mr. Rajesh Varma and Mr. Vihang Virkar were appointed as independent directors for the first term of five years with effect from 13th August, 2024, to fill the vacancy created due to completion of 2nd term of independent directors mentioned in the aforesaid para.

The brief resume of the Director to be re-appointed at this AGM and other related information are provided in Annexure I to the Notice of the Annual General Meeting.

KEY MANAGERIAL PERSONNEL

Mr. Ashwin C. Shroff, Executive Chairman, Mr. Ravi A. Shroff, Managing Director, Mr. Hrishit A. Shroff, Executive Director, Mr. Pradeep Ghattu, President and COO, Mr. Devendra Dosi, Chief Financial Officer and Mr. Surendra Singhvi, Company Secretary are the key managerial personnel (KMP) of the Company.

Mr. Pradeep Ghattu, President and COO was designated as KMP with effect from 27th March, 2025.

Mr. N. R. Kannan, CEO and KMP, resigned from the services of the Company w.e.f 30th June, 2024.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure I, forming part of this Report.

INDEPENDENT DIRECTOR

(i) Declaration from Independent Directors

The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(ii) Criteria for Performance Evaluation

Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness for and attendance at the meetings, understanding of Companys operations and business, and contribution at Board Meetings.

(iii) Details of Familiarization Programme

The Directors are apprised with of their roles and responsibilities and business of the Company at the time of joining. Further, they are regularly updated with the regulatory changes and business development at the Board Meetings. The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link https://www.excelind.co.in/programmes

EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has formulated a Nomination and Remuneration Policy which lays down the criteria and manner of Performance Evaluation of the Board as a whole, its Committees and individual Directors. The Nomination and Remuneration Policy of the Company as approved by the Board may be accessed on the Companys website at the link https://www.excelind.co.in/policies.

Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a formal annual evaluation of the performance of the Board, its Committees and of individual directors.

The Board as a whole is evaluated inter-alia on its ability to effectively guide and advise the management in the business affairs, to help management in formulating operational and strategic plans and to take decisions in the best interest of the organization. The Committees of the Board are evaluated on their ability to address effectively the matters delegated to them in the charter and the quality of the recommendations they make to the Board for taking appropriate decisions.

The evaluation of each of the director was done, inter-alia, on the basis of his advisory role and contribution in the decision making, understanding of Companys business and risks and on the basis of the overall directions and guidance provided to the senior executives.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the year were at arms length basis and in the ordinary course of business. There was no material related party transaction during the year, therefore Form AOC - 2 is not provided.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval is obtained on a yearly basis for transactions which are of repetitive nature and are anticipated to be entered during the year. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee for review on a quarterly basis. All related party transactions during the year are mentioned in the Notes to the Financial Statements. Anshul Specialty Molecules Pvt. Ltd. is a part of the Promoter group and holds 42.63% of the share capital of the Company. In pursuance to regulation 2A of Schedule V of the SEBI (Listing Obligations and Requirements) Regulations, 2015, the transactions with Anshul Specialty Molecules Pvt Ltd are provided in Notes to Financial Statements. The Related Party Transaction Policy of the Company as approved by the Board may be accessed on the Companys website at the link https://www.excelind.co.in/consolidated-related-party-transactions

Non-Executive Directors including Independent Directors are not considered as Key Managerial Personnel (KMP) of the Company in view of the definition of KMP under Section 203 of the Companies Act, 2013. However, under Indian Accounting Standard (Ind AS) 24, Non-Executive Directors including Independent Directors of the Company are considered as KMP, hence it is accordingly mentioned in the Notes to the Financial Statements.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed “Whistle Blower Policy” for Directors and employees of the Company for reporting their genuine concerns or grievances or cases of actual or suspected fraud or violation of the Companys Code of Conduct and Ethics Policy. The Whistle Blower Policy of the Company is available on the Companys website at https://excelind.co.in/policies

NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy for appointment and remuneration of the directors, key managerial personnel (KMP) and senior management personnel. The appointment and remuneration of the directors, key managerial personnel (KMP) and senior management personnel is approved by the Board on the recommendation of Nomination and Remuneration Committee.

The key objectives of the Policy are to lay down the criteria for appointment and remuneration of Directors, Key Managerial Personnel and Executives at Senior Management level and formulate the criteria and manner of effective evaluation of performance of the Board, its Committees and individual directors and review its implementation and compliance.

The Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a director, and expertise and experience required for appointment of Directors, KMP and Senior Management.

As per the Policy, the remuneration/ compensation to whole time Directors and senior management shall be recommended by the Nomination and Remuneration Committee to the Board for its approval. However, the remuneration / compensation to whole-time Directors shall be subject to the approval of the shareholders of the Company and will be in accordance with Section 197 of the Companies Act, 2013 read with Schedule V to the Act. Further, the Non-Executive Directors shall be entitled to fees for attending meetings of Board and Committees and commission within the overall limit prescribed in the Companies Act, 2013 and as approved by the shareholders of the Company. Commission to the Non-Executive Directors is approved by the Board.

The Nomination and Remuneration Policy is available on the Companys website at https://excelind.co.in/policies CORPORATE SOCIAL RESPONSIBILITY

The Company firmly believes that the industry owes duty of welfare to the society at large and it shall pursue the commitment of Social Responsibility and carry out the social work directly and/ or through other registered voluntary organizations.

The Companys policy on Corporate Social Responsibility states various CSR activities that the Company could undertake to discharge its responsibilities towards the society. The Companys Policy on Corporate Social Responsibility can be accessed at https://excelind.co.in/policies

In the FY 2024-25, the Company has undertaken various CSR activities at Roha, Lote, Mandvi and Mumbai. The CSR activities include Conservation of Natural Resources, Rural Development, Agriculture support, community infrastructure, animal welfare, women empowerment, Promotion of Education, Preventive Health Care, and ensuring Environmental Sustainability.

For the year ended 31st March, 2025, the Company has spent 224.19 lacs including set off of 1.82 lacs carried forward from the previous financial years, on aforesaid CSR activities directly or through other registered not-for-profit organizations like Vivekanand Research & Training Institute, etc.

Details on CSR spending as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out in Annexure II, forming part of this Report.

BUSINESS RESPONSIBILITY SUSTAINABILITY REPORTING (BRSR)

SEBI vide its notification No. SEBI/LAD-NRO/GN/2021/22 dated 5th May, 2021 has mandated submission of a BRSR for top thousand listed companies based on market capitalization. The Company does not fall in the list of top thousand listed companies as on 31st March, 2025. However, the Company continues to publish its BRSR, which forms part of this Annual Report, as per Regulation 34 of the Listing Regulations.

The BRSR envisages Companys endeavor to perform its operations in line with the principles as laid down in the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business notified by Ministry of Corporate Affairs (MCA).

RISK MANAGEMENT

The Risk Management Committee of your company is currently composed of four Members including two independent Directors, the Managing Director and the President and Chief Operating Officer.

On the recommendation of the Risk Management Committee, the Board has approved a Risk Management Policy. Your Company recognizes that risk is an integral part of business process and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses the current and future risks existing in the internal and external environment and initiates actions to mitigate them. The Company has formulated a detailed risk management policy. The policy is available on the website of the Company and can be accessed at https://excelind.co.in/policies

Your Company, through its risk management process, strives to mitigate the impact and likelihood of the risks within the risk taking ability as agreed from time to time with the Board of Directors.

There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

AUDIT COMMITTEE

The Audit Committee of Directors as on 31st March, 2025 comprised of Mr. Rajesh Varma (Chairman of the Committee), Mr. Ninad Gupte, Mr. Vihang Virkar and Mr. Ravi A Shroff. All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company. The terms of reference and other details of the Audit Committee are available in the Corporate Governance Report forming part of this Annual Report.

AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS

At the 61st Annual General Meeting of the Company held on 23rd September, 2022, the members of the Company re-appointed Price Water House, Chartered Accountants, LLP (Registration No. 012754N/N500016), as the Auditors of the Company for a second term of 5(five) consecutive years from the conclusion of the 61st annual general meeting until the conclusion of the 66th annual general meeting.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Auditors Report on the Financial Statements for the year ended 31st March, 2025 does not contain any qualification, reservation, adverse remark or disclaimer and notes thereto are self-explanatory and do not require any explanations.

SECRETARIAL AUDITOR

The Board appointed Mr. Prashant Diwan, Practising Company Secretary as the Secretarial Auditor of the Company for the year 2024-25 to conduct Secretarial Audit of the Company. The Secretarial Audit Report of the Company issued by Mr. Prashant Diwan for the financial year ended 31st March 2025 is attached with this Report as Annexure III.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A, 36 and all other applicable provisions, if any, and read with the Companies (Meetings of Board and its Powers) Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force), The Board of Directors of the Company has, based on the recommendation of the Audit Committee, at its meeting held on 27th March, 2025, proposed the appointment of M/s P. Diwan & Associates, Company Secretaries, (Firm Registration No. P2015MH041400), as Secretarial Auditors of the Company for a term of five consecutive years commencing from 01st April, 2025 till 31st March, 2030, subject to their continuity of fulfillment of the applicable eligibility requirements , at such remuneration, as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors.”

The Ordinary Resolution for the appointment of M/s P. Diwan & Associates, Company Secretaries, as the Secretarial Auditors of the Company is set out at Item No. 4 of the Notice for approval by the members.

COST AUDITORS

As per the requirements of Section 148 of the Companies Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records. Accordingly, the cost accounts and records have been prepared and maintained relating to applicable products.

The Board of Directors at its meeting held on 24th May, 2024 had appointed M/s Kishore Bhatia & Associates (Firm Registration No. 00294), Cost Accountants, as the Cost Auditors of the Company for the financial year 2024-25 to conduct cost audit of all the applicable products of the Company. The Cost Audit Report for the year ended 31st March, 2024, which was required to be filed with the Ministry of Corporate Affairs on or before 27.09.2024, was filed on 23.08.2024.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Your Company continues to follow the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis and Corporate Governance Report together with Auditors Certificate thereon form part of this Report.

ANNUAL RETURN

Pursuant to provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Companys website at https://www.excelind.co.in/annual-returns

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy and technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in Annexure IV, forming part of this Report

MATERIAL ORDERS PASSED BY THE REGULATORY AUTHORITIES OR COURT

There is no significant material order passed by the regulators / courts / tribunals which can impact the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has adequate systems of internal financial controls to safeguard and protect its assets from unauthorized use or misappropriation. All the financial transactions are properly authorized, recorded and reported to the Management. The Company follows all the applicable Accounting Standards for proper maintenance of books of accounts for financial reporting.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards have been duly followed by the Company. The Secretarial Auditor in his Secretarial Audit report confirms the same.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2025, the Board of Directors hereby confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they had selected such accounting policies and applied them 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 at the end of the financial year and of the profit and loss of the Company for that period;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

The reports of Statutory Auditors and Secretarial Auditors are free from any qualification, reservation or adverse remark or disclaimer. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace. All individuals who are at the Companys premises, irrespective whether employees of the Company or outsiders are covered under this Policy. The Company has constituted an Internal Complaints committee to consider and resolve sexual harassment complaints lodged with the Committee. The constitution of the Committee is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(a) number of complaints of sexual harassment received in the year- Nil

(b) number of complaints disposed off during the year- Nil

(c) number of cases pending for more than ninety days- Nil

INSOLVENCY AND BANKRUPTCY CODE

The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

MATERNITY BENEFITS ACT, 1961

The Company has complied with the provisions relating to the Maternity Benefit Act, 1961 and the Rules made there under - The details of the Compliances are as follows:

No of women who have claimed maternity benefit u/s 6 : 1

No. of women who were paid maternity benefits for actual birth/miscarriage leave benefit: 1

No. of women who were paid maternity benefits u/s 7 : 0

Total amount of maternity benefit paid : 103253/- (22 days in FY 2024-25)

Amount of medical benefit paid : 3500/-

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the support and co-operation received from the Shareholders, Government Authorities, Bankers, Investors, Customers and Suppliers.

	For and on behalf of the Board of Directors
	Ashwin C. Shroff
	Executive Chairman
	DIN: 00019952
Date: 14th May, 2025
Place: Mumbai