Excel Realty N Infra Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 16thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS

(Rs. in ‘000)

Particulars

For the year ended March 31, 2018

For the year ended March 31, 2017

Total Revenue

2,04,228.22

3,06,874.84

Profit before Interest, Depreciation & Tax

48,017.14

12024.13

Less: Interest

6,932.52

6,961.00

Less: Depreciation

2,689.04

2,682.28

Profit/ (Loss) Before Tax

38,395.58

2380.85

Less: Tax Expenses
1. Current Tax

7,316.28

754.81

2. Deferred Tax

3,823.84

488.09

Net Profit/ (Loss) for the year

27,255.47

1137.95

Add: Amount brought forward from Last Year

6,58,805.86

6,57,667.92

Appropriations:
Less: retained earnings on Disposal of fixed asset

0.00

0.00

Proposed Dividend

Nil

Nil

Tax on Proposed Dividend

Nil

Nil

Transfer to General Reserve

Nil

Nil

Balance carried forward to Balance Sheet

6,50,624.75

6,58,805.86

2. DIVIDEND

To retain the profit for the future business plan of the Company, the management thought it prudent not to declare dividend on equity shares of the Company.

3. RESERVES

During the year company had transferred Rs. 59,00,00,000/- from securities premium account and Rs. 3,69,75,580/- from reserves for bonus issue.

4. DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR

During the year under review the Company has earned Total Revenue of Rs. 2,04,228.22(‘000) as against of Rs. 3,06,874.84 (‘000) in the previous year.

The Net profit for the current year is Rs. 27,255.47 (‘000) as against Rs. 1137.95 (‘000) in the previous year.

5. NATURE OF BUSINESS:

The Company is engaged in Infra activities, IT & BPO activities & general trading activities.

6. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the Business of the Company for the financial year 2017-2018.

7. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

There were no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and date of the Report.

8. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

have been passed by any Regulator or Court or Tribunal which can have an impact on the No significant going concern status and the Companys operations in future.

9. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the design or operations were observed.

10. SUBSIDIARY

As on 31st March, 2018 the Company has only one subsidiary Company i.e. EXCEL INFO FZE.

The Consolidated Financial Statements of the Company for the year ended 31st March, 2018 are prepared in compliance with the applicable provisions of the Companies Act, 2013, and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements together with the Auditors

Report thereon form part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a Statement containing salient features of the financial statements of the Subsidiary Company in the prescribed Form AOC-1 is appended as Annexure I to this report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the subsidiary company are kept for inspection by the Members at the Registered Office of the Company. The Company shall provide free of cost, a copy of the financial statements of its subsidiary companies to the Members upon their request. The statements are also available on the website of the Company at www.excel-infoways.com.

11. DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No amounts were outstanding which were classified as

Deposit under the applicable provisions of the Companies Act, 2013 as on the balance sheet date.

12. STATUTORY AUDITORS

The members at the 15th AGM (Annual General Meeting) had appointed M/s. R. Soni & Co, Chartered Accountant (Firm Registration No 130349W) as statutory auditors of the Company for the period of five years until the conclusion of 20 th Annual General Meeting to be held in the year 2022, subject to the ratification by the members in everyAnnual General Meeting.

Accordingly the resolution seeking ratification of appointment forms part of the Notice convening the 16th Annual General Meeting and the same is recommended for your consideration and approval.

13. AUDITORS REPORT

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

14. SHARE CAPITAL

The Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2017-2018

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2017-2018.

However, the Company had increased the authorized capital to Rs. 100,00,00,000/- and also the Company had allotted Bonus equity shares to the existing shareholders of the Company on January 25, 2018 in the ratio (2:1) (Two Bonus equity shares for every one existing equity shares of Rs. 10/- each) and the Company -

15. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the annual return in Form No. MGT 9 as required under section 92 of the Companies Act, 2013 is marked as Annexure II which is annexed hereto and forms part of the Boards report.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Energy conservation &Technology Absorption

The operations of your Company are not energy intensive. Adequate measures have however, been taken to reduce energy consumption, wherever possible. As energy costs form a very small part of the cost, the impact on cost is not material. Your Company is primarily involved in providing services which do not resultin significant consumption of power and energy, hence energy conservation measures are not very relevant.

There is no usage of any particular technology or process. Hence the question of technology absorption does not arise. The Company has not imported any technology for its development work. The information in connection with technology absorption is NIL.

B) Foreign exchange earnings and Outgo:

The foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014, are provided as follows: (Amount in ‘000)

a. Total foreign exchange earned

57018.35

b. Total foreign exchange outgo

229.34

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 is currently not applicable to the Company.

18. DIRECTORS AND KEY MANAGERIAL PERSONAL:

A) Changes in Directors and Key Managerial Personnel

There is no change in Directors and Key Managerial Personnel

B) Directors coming up for retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.

Arpit Khurana, Whole Time Director of the Company retires by rotation and being eligible offer his candidature for reappointment as Director.

C) Declaration by an Independent Director(s) and re- appointment, if any

The Company has received declarations from all the independent directors of the Company confirming that they meet with the criteria of independence as prescribed under both sub- section (6) of section 149 of the Companies Act, 2013 and regulation 16(b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

D) Formal Annual Evaluation

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee have evaluated the effectiveness of the Board/ Director(s) for the financial year 2017-2018

E) Familiarization Program for the Independent Directors

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the Company operates business model etc. Details of the Familiarization Programme are explained in the Corporate Governance Report and are also available on the Companys website at http://www.excel-infoways.com

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 5 times during the financial year ended March 31, 2018 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. Additionally, during the financial year ended March 31, 2018 meeting of the Independent Directors was held in compliance with the requirements of the Companies Act, 2013 and SEBI

(Listing Obligation and Disclosure Requirement) Regulations, 2015. For further information please refer Report on Corporate Governance under the head Board of Directors.

20. AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013.Kindly refer to the section on Corporate Governance under the head, ‘Audit Committee for matters relating to constitution, meetings and functions of the Committee.

21. INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR)

The Company has in place adequate internal financial controls commensurate with the size,scale and complexity of its operations. During the year such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets,the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

22. INDIAN ACCOUNTING STANDARDS(IND AS) IFRS CONVERGED STANDARDS

Pursuant to the notification, issued by The Ministry of Corporate Affairs dated February 16, 2015 relating to the Companies

(Indian Accounting Standard) Rules, 2015, the Company has adopted "IND AS" with effect from April 01, 2017, with the comparatives for the periods ending March 31, 2017.

23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a vigil mechanism to report concerns about unethical behavior, actual/suspected frauds and violation of Companys Code of Conduct and/or Ethics Policy. The Vigil mechanism incorporates a whistle blower policy. All protected disclosures can be made through an email or telephone or through a letter. The Audit Committee of the Board oversees the functioning of the vigil mechanism. The Policy has been disclosed on the Companys website www.excel-infoways.com.

24. NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) of

Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under the head, ‘Nomination & Remuneration Committee for matters relating to constitution, meetings and functions of the Committee. The Companys Policy on appointment and remuneration of Directors and Key Managerial Personnel under Section 178(3) of the Companies

Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is appended as Annexure III to this report and also been disclosed on the Company website www.excel-infoways.com.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans and Investment made by the Company to other Corporates or persons are given in notes to the Financial Statements.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions/contracts/arrangements entered by the Company during the year under review with related party (/ ies) are in the ordinary course of business and on arms length basis. As the transactions entered do not fall under Section

188(1) of the Companies Act, 2013 and there are no material related Party transactions, which may conflict

Company, hence Form AOC-2 is not required to be furnished. The company has formulated a policy on dealing with Related Party Transactions which can be accessed on the Companys website www.excel-infoways.com.

27. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

The disclosure required to be furnished pursuant to section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure IV to this Report.

There are no employees covered under section 197(12) read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence no information is required to be furnished.

28. SECRETARIAL AUDIT REPORT

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed M/s. Kothari H. & Associates, Practicing Company Secretaries to conduct the Secretarial Audit for the financial year 2017-2018. The report in respect of the Secretarial Audit carried out by M/s. Kothari H. & Associates, Company Secretaries in Form MR-3 for the FY

2017-2018 forms part to this report as Annexure V. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

29. RISK MANAGEMENT

The Company believes that managing risk helps in maximizing returns. The Companys approach to addressing business risk is to periodically assess risks in the internal and external environment, along with the cost of treating risks and incorporate risk treatment plans in strategy, business and operational plans. As per Section 134(3)(n) of the Companies Act, 2013, the Board of Directors have approved the Risk Management Policy for the Company. Some of the risks which may pose challenges are set out in Management Discussions and Analysis Report which forms part of this report.

30. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

AND REDRESSAL) ACT,2013

During the year under review the Company has not received any complaints on sexual harassment.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligation and

Disclosure Requirement) Regulations, 2015 forms part of this Annual Report.

32. CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulation

2015 forms part of this Annual Report.

33. CORPORATE GOVERNANCE CERTIFICATE

M/s. R. Soni & Co, Chartered Accountant, confirming compliance with the Certificate conditions of Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulation,

2015 is attached to the Report on Corporate Governance.

34. UNPAID AND UNCLAIMED DIVIDENDS

During the year Company transferred Rs.1,66,312/- to Invester Education Protection Fund (IEPF) account 29348 shares to IEPF as per Companies act 2014 and rules made thereunder.

35. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act,

2013, shall state that—

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

(b) the directors have 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) the directors have 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) the directors have prepared the annual accounts on a going concern basis; and (e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. ACKNOWLEDGEMENTS

The Board gratefully acknowledges the support given and valuable guidance rendered by all financial institutions, banks,

Government authorities, customers, vendors, members, shareholders. The board also wishes to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

sd/-Lakhmendra Khurana Chairman and Managing Director DIN: 00623015

Place: Mumbai Date: May 30, 2018