excel infoways ltd balance sheet board meetings Directors report


To,

The Members,

Excel Realty N Infra Limited ("the Company"/ "Excel")

Your Directors take pleasure in presenting their 21st Directors Report on the business and operations of the Company together with the Audited Financial Statement of Accounts for March 31, 2023.

1. FINANCIAL HIGHLIGHTS

Particulars Standalone Consolidated
For the year ended March 31, 2023 For the year ended March 31, 2022 For the year ended March 31, 2023 For the year ended March 31, 2022
Total Income 1249.98 1024.02 969.65 900.77
Pro t before Interest, Depreciation & Tax 285.00 (231.41) (5.25) (361.77)
Less: Interest 3.44 3.46 3.44 3.46
Less: Depreciation 18.99 20.88 18.99 20.88
Pro t/ (Loss) Before Tax 262.57 (255.75) (27.68) (386.11)
Less: Tax Expenses
1. Current Tax of current year 8.81 6.99 8.81 6.99
2. Deferred tax 0.61 1.53 0.61 1.53
MAT Credit entitlement (3.67) 0.00 (3.67) 0.00
Net Pro t/ (Loss) for the year 256.82 (264.27) (33.43) (394.63)

1. STATE OF COMPANYS AFFAIR

During the year under review the Company reported Total Income of Rs. 1249.98 Lakhs as compared to Rs. 1024.02 Lakhs in the previous year. Furthermore, the Company has earned pro t of Rs. 256.82 Lakhs as compared to previous year loss of Rs. 264.27 Lakhs.

During the year under review the Company has reported Total Consolidated Income of Rs 969.65 Lakhs as compared to Rs. 900.77 Lakhs in the previous year. Furthermore, the Company incurred loss of Rs. 33.43 Lakhs as compared to loss of Rs. 394.63 lakhs in the previous year.

Your Company is taking all the necessary steps for the advancement of the business.

2. DIVIDEND

In order to strengthen the nancials position of the company and after considering the relevant circumstances, the Board of Directors of your company, has decided that it would be prudent, not to recommend any Dividend for the year under review.

3. TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of pro t for nancial year 2022-23 in the Statement of Pro t & Loss as at March 31, 2023.

4. SUB-DIVISION/ SPILT OF EQUITY SHARES

The Board of Directors at its meeting held on August 04, 2022 had approved the Sub-division/ spilt of the Equity Shares of the Company from face value of Rs. 10/- (Rupees Ten only) each into Equity Shares of face value of Re. 1/- (Rupee One) each. Further, the same was approved by the members in its meeting held on September 20, 2022.

Thus, during the year under review the Companys Authorized, Issued, Subscribed and Paid-up Equity Capital of face value of Rs. 10/- (Rupees ten only) each stands sub-divided into face value of Re.1/- (Rupees one only) each w.e.f. the record date i.e. September 28, 2022. Due to aforesaid sub-division the Clause V of the Memorandum of Association of the Company was subsequently altered and the same was approved by the members of the Company in its meeting held on September 20, 2022

5. BONUS ISSUE

The Board of Directors at its meeting held on August 04, 2022 recommended issue of bonus shares, and the same was approved by the members of the Company in the Annual General Meeting, held on September 20, 2022. The Equity shareholders of the Company were given bonus shares in the ratio 1:2 i.e. 1(One) Bonus Equity Shares of Re. 1/- (Rupee One) each for every 2 (Two) existing equity shares of Re. 1/- (Rupee One) each held by them on the record date i.e. September 28, 2022. The Bonus shares so allotted ranks pari-passu in all respect with the fully paid-up Equity shares of the Company.

6. SHARE CAPITAL

During the year under review, the Company has increased its Authorised Share Capital of the Company Rs. 100,00,00,000/- (Rupees One Hundred Crores only) divided into 100,00,00,000 (One Hundred Crores Equity Shares having face value of Re. 1/- each) to Rs. 150,00,00,000/- (Rupees One Hundred Fifty Crores only) divided into 150,00,00,000 (One Hundred Fifty Crores) Equity Shares having face value of Re. 1/- each.

The movement of the issued, subscribed and paid-up share capital of the Company during the nancial year is as follows:

Issued, Subscribed and Paid-up Share Capital Equity Share Capital (Amount in Rs.)
At the beginning of the year i.e., as on April 01, 2022 (9,40,46,337 equity shares of 10/- each) 94,04,63,370
Sub-division of Shares from the face value of Rs. 10/- each to face value of Re.1/- (94,04,63,370 equity shares of Re. 1/- each) 94,04,63,370
Bonus shares allotted during the nancial year in the ratio 1:2 (47,02,31,685 bonus equity shares of Re. 1/- each) 47,02,31,685
At the end of the year i.e., as on March 31, 2023 (1,41,06,95,055 equity shares of Re. 1/- each) 1,41,06,95,055

The equity shares so allotted were duly listed on the Stock Exchanges.

8. NATURE OF BUSINESS

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

9. CHANGE IN THE NATURE OF BUSINESS

As prescribed under Section 134(3) of the Act, there have been no material changes and commitments a ecting the nancial position of your Company which occurred between the end of the nancial year of the Company and date of this report.

10. 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, a ecting the nancial position of the Company which has occurred between the end of the nancial year of the Company to which the nancial statements relate and date of the Report except for the one stated in this report.

11. DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31st March, 2023 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, 2023 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 forms 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 O ce of the Company. The Company shall provide 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.

12. DIRECTORS AND KEY MANAGERIAL PERSONAL

A) Changes in Directors and Key Managerial Personnel

DIRECTORS:

i. During the year under review, the Board of Directors on the recommendation of Nomination and Remuneration Committee and on approval of members in its meeting held on September 20, 2022 re-appointed Mr. Lakhmendra Khurana (DIN: 00623015) as Chairman & Managing Director of the Company for a period of 5years with e ect from April 01, 2022 on such terms and condition as approved by the Board & members.

ii. During the year under review, the Board of Directors on the recommendation of Nomination and Remuneration Committee and on approval of members in its meeting held on September 20, 2022 re-appointed Ms. Ranjana Lakhmendra Khurana (DIN: 00623034 ) as Whole Time Director of the Company for a period of 5years with e ect from March 04, 2022 and on such terms and condition as approved by the Board & members.

iii. During the year under review, Mr. Subir Kumar Banerjee (DIN: 08463108) tendered his resignation as an Independent Director of the Company with e ect from March 06, 2023 due to poor health condition and severe speech impediment. He also con rmed that there are no material reasons for his resignation other than those provided in his resignation letter. The same was duly intimated to Stock Exchanges where the shares of the Company are listed.

The Board placed on record its appreciation for the contributions and guidance made by Mr. Subir Kumar Banerjee, during his tenure as Independent Director of the Company.

iv. The Board of Directors, on the recommendations of the Nomination and Remuneration Committee, in its meeting held on May 10, 2023, approved and recommended to the shareholders for their approval, an appointment of Mr. Rajat Raja Kothari (DIN: 09604960) as an Additional Independent Director of the Company, not liable to retire by rotation, to hold o ce for a period of 5 consecutive years w.e.f. May 10, 2023 upto May 09, 2028 subject to approval of Shareholders in the ensuing Annual Genneral Meeting.

v. Director liable to Retire by Rotation: Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the Company, one-third of the Directors, as are liable to retire by rotation, shall retire every year and, if eligible, may o er themselves for re-appointment at every AGM. Accordingly, one of the Directors, other than an Independent Director or Managing Director, would be liable to retire by rotation at the ensuing AGM. Mrs. Ranjana Lakhmendra Khurana, Whole- time Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, o er herself for reappointment. The Board of Directors of the Company, on the recommendation of Nomination and Remuneration Committee, recommends her re-appointment for consideration by the members of the Company at the ensuing AGM. A brief pro le, expertise of Director and other details as required under the Act, Regulation 36 of the Listing Regulations and Secretarial Standards 2 noti ed by Ministry of Corporate A airs related to the Director proposed to be re-appointed is annexed to the Notice convening the 21st AGM.

KEY MANAGERIAL PERSONNEL:

i. During the year under review Ms. Pooja Chauhan resigned from the post of Company Secretary and Compliance O cer of the Company w.e.f. November 21, 2022 for better prospectus in her professional career. The Board placed on record its appreciation for the contributions and guidance made by Ms. Pooja Chauhan, during her tenure as Company Secretary and Compliance o cer of the Company.

ii. During the year under review, the Board on the recommendation of Nomination & Remuneration committee, appointed Ms. Khushboo Doshi on the post of Company secretary & Compliance O cer of the company in its Board Meeting held on January 10, 2023. Further, Ms. Khushboo Sahil Doshi has tendered her resignation w.e.f. June 15, 2023.

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

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act read along with Rules framed thereunder and Regulation 16(1)(b) & 25(8) of the Listing Regulations and are not disquali ed from continuing as an Independent Director of the Company. The Independent Directors have also con rmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external in uence.

Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Quali cation of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate A airs (IICA).

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors ful l the conditions speci ed in the Act and Listing Regulations and are independent of the management.

C) Annual Performance Evaluation

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee have evaluated the e ectiveness of the Board/ Director(s) for the Financial Year 2022- 2023.

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The annual performance evaluation of the Board as a whole, its Committees and individual Director has been carried out in accordance with the framework. The details of evaluation process of the Board as a whole, its Committees and individual Directors, including Independent Directors has been disclosed in the Corporate Governance Report forming an integral part of this Report.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Directors expressed satisfaction with the evaluation process.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of NRC and the Board.

During the reporting period, no adverse remarks or quali cations were noti ed and/or in respect of the Board, its committees and/or any of the Directors.

D) Familiarization Program for the Independent Directors

The Company familiarizes the Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programme at periodic intervals.

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.

E) Board Diversity

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage di erences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity & gender, which will help us retain our competitive edge. Your Board comprises of experts in the eld of Finance, Corporate Governance, Enterprise Management and Leadership skills. Your Company has a Woman Director on the Board.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

19. LISTING OF SHARES & DEMATERIALISATION

The Equity Shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with e ect from August 03, 2009. The annual listing fees for FY 2023-24 has been paid to both the Stock Exchanges i.e., BSE and NSE.

Further, Shareholders are requested to convert their holdings to dematerialized form to derive its bene ts by availing the demat facility provided by NSDL and CDSL.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In term of Regulation 34 of the Listing Regulations, Managements Discussion and Analysis Report for the year under review, is presented in a separate section, forming an integral part of this Annual Report.

21. CORPORATE GOVERNANCE REPORT

Your Company always places a major emphasis on managing its a airs with diligence, transparency, responsibility and accountability. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certi cate from the Practicing Company Secretaries conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 34(3) of the Listing Regulations, is also annexed to the Corporate Governance Report which forms part of this Report.

A Certi cate of the Managing Director and CFO of the company in terms of Listing Regulations, inter alia, con rming the correctness of the nancial statements and cash ow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

Also a declaration signed by the Chairman and Managing Director stating that members of the board and senior management personnel have a rmed the compliance vide Code of Conduct of the board and senior management is attached to the report on corporate governance.

CORPORATE GOVERNACE CERTIFICATE

The Certi cate from the Secretarial Auditor of the Company, M/s. Rakhi Dasgupta & Associates, Practicing Company Secretary, con rming compliance with the conditions of Corporate Governance as stipulated under Listing Regulation is attached to the Report and forms the part of this Annual Report.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, to provide a formal mechanism to its Directors/ Employees/Stakeholders of the Company for reporting any unethical behaviour, breach of any statute, actual or suspected fraud on the accounting policies and procedures adopted for any area or item, acts resulting in nancial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of o ce, suspected / actual fraud and criminal o ences.

The details of vigil mechanism as provided in the Whistle Blower Policy have been disclosed in the Corporate Governance Report forming an integral part of this Report. During the year under review, no such concern from any whistle-blower has been received by the Company. The Whistle Blower Policy is available on Companys Intranet and ca also be accessed on the Companys website at www.excel-infoways.com.

23. INTERNAL FINANCIAL CONTROL

The Company has adequate internal nancial control systems in place which are supplemented by an extensive internal

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

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act read along with Rules framed thereunder and Regulation 16(1)(b) & 25(8) of the Listing Regulations and are not disquali ed from continuing as an Independent Director of the Company. The Independent Directors have also con rmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external in uence.

Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Quali cation of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate A airs (IICA).

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors ful l the conditions speci ed in the Act and Listing Regulations and are independent of the management.

C) Annual Performance Evaluation

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee have evaluated the e ectiveness of the Board/ Director(s) for the Financial Year 2022- 2023.

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The annual performance evaluation of the Board as a whole, its Committees and individual Director has been carried out in accordance with the framework. The details of evaluation process of the Board as a whole, its Committees and individual Directors, including Independent Directors has been disclosed in the Corporate Governance Report forming an integral part of this Report.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Directors expressed satisfaction with the evaluation process.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of NRC and the Board.

During the reporting period, no adverse remarks or quali cations were noti ed and/or in respect of the Board, its committees and/or any of the Directors.

D) Familiarization Program for the Independent Directors

The Company familiarizes the Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programme at periodic intervals.

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.

E) Board Diversity

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage di erences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity & gender, which will help us retain our competitive edge. Your Board comprises of experts in the eld of Finance, Corporate Governance, Enterprise Management and Leadership skills. Your Company has a Woman Director on the Board. audit program conducted by an independent professional agency. The internal control system is designed to ensure that all nancial and other records are reliable for preparing nancial statements and for maintaining accountability of assets.

Internal Financial Controls are an integrated part of the risk management process, addressing nancial and nancial reporting risks. Assurance on the e ectiveness of internal nancial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal nancial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal nancial controls are designed e ectively and are operating as intended

During the nancial year, such controls were tested and no reportable material de ciency in controls were observed.

24. AUDITORS

i. Statutory Auditor

In accordance with Section 139 of the Companies Act, 2013 and the rules made there under, M/s. Bhatter & Co, Chartered Accountant (Firm Registration No 131092W) as Statutory Auditors of the Company for the period of ve years until the conclusion of Annual General Meeting to be held for the Financial Year 2024-2025. They have con rmed their eligibility and quali cation required under Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and the Rules framed there under for continuation as Auditors of the Company. The Independent Auditors Report for the nancial year ended March 31, 2023 on the nancial statements of the Company forms part of this Annual Report.

Rati cation of appointment of Statutory Auditors at every AGM has been dispensed with by the Ministry of Corporate A airs. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on rati cation of appointment of Statutory Auditors.

AUDITORS REPORT

M/s. Bhatter & Co, Statutory Auditors of the Company has audited Books of Accounts of the Company for the Financial Year ended March 31, 2023 and has issued the Auditors Report thereon.

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

There are no quali cations or reservation on adverse remarks or disclaimers in the said report

ii. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed Ms. Rakhi Dasgupta Proprietor of M/s. Rakhi Dasgupta & Associates, Practicing Company Secretaries, Kolkata as its Secretarial Auditors to conduct the Secretarial Audit for FY 2022-23.

SECRETARIAL AUDIT REPORT

The report in respect of the Secretarial Audit carried out by M/s. Rakhi Dasgupta & Associates, Practising Company Secretaries in Form MR-3 for the FY 2022-2023 forms part to this report as Annexure-III. The said report does not contain any adverse observation or quali cation requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit in fair and transparent manner.

iii. Internal Auditor

The Company appointed M/s. Malvika & Associates, Chartered Accountants, Mumbai, as its Internal Auditor for Financial Year 2022-23. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational e ciency, e ectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors ndings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve e ciency in operations.

iv. Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company; hence, no such audit has been carried out during the year.

Reporting of frauds by Auditors

During the year under review, the Auditors of the Company have not reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its o cers or employees, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

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 Corporate or persons are given in notes to the Financial Statements which forms integral part of this Annual Report.

26. 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 classi ed as Deposit under the applicable provisions of the Companies Act, 2013 as on the Balance Sheet date.

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 con ict the interest of the 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.

The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report.

27. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Current policy is to have an appropriate proportion of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2023, the Board consists of ve members, including one managing director, two whole-time directors and two independent directors.

On the recommendation of the Nomination & Remuneration Committee (NRC), the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The remuneration determined for Executive Directors, KMPs and Senior Management Personnel is subject to the recommendation of the NRC and approval of the Board of Directors. The Non-Executive Directors are compensated by way of sitting fees and the criteria being their attendance and contribution at the Board / Committee Meetings. The Executive Directors are not paid sitting fees; however, the Non- Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings. Thus, the remuneration paid to Directors, KMPs, Senior Management Personnel and all other employees are in accordance with the Remuneration Policy of the Company.

The information with respect to the Companys policy on directors appointment and remuneration including criteria for determining quali cations, positive attributes, independence of a director and other matters provided under section 178 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on Companys website on www.excel-infoways.com

29. 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 II 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.

30. EXTRACTS OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Report referred to in Section 92(3) of the Act read with Rule 12 of: the Companies (Management and Administration) Rules, 2014, the Annual Return for the nancial year ended March 31, 2023 is available on the Companys website at https://www.excel-infoways.com/annual-return

31. 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.

32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. Your Company is mindful of the needs of the communities and works to make a positive di erence and create maximum value for the society.

SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalisation) from FY 2022-2023 in respect of reporting on ESG (Environment, Social and Governance) parameters. Since, we do not fall under this criteria the Business Responsibility & Sustainability Report for FY 2022-2023 is not applicable to the Company.

33. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid / unclaimed amount which is required to be transferred, under the provisions of the Act into the Investor Education and Protection Fund (IEPF) of the Government of India.

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

The particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under the Act are given below:

A) Energy conservation

The operations of your Company are not energy intensive. Your Company is always in the lookout for energy e cient measures for operation, and values conservation of energy through usage of latest technologies for improving productivity and quality of services. 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 result in signi cant consumption of power and energy, hence energy conservation measures are not very relevant.

B) Technology Absorption

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.

C) 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:

a. Total foreign exchange earned (receipt) (Rs.) NIL
b. Total foreign exchange outgo (Rs.) NIL

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

The Company is in receipt of show cause notice from the regulatory authorities but No signi cant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

36. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under the Regulation 34 (2) of the Listing Regulations, a cash ow statement is part of the Annual Report 2022 - 2023. Also, the Company has presented the Consolidated Financial Statements of the Company for the nancial year 2022 2023 which forms the part of the Annual Report 2022-2023.

37. SUSTAINABLE DEVELOPMENT

Sustainability has been deeply embedded into the Companys business and has become an integral part of its decision making process while considering social, economic and environmental dimensions.

38. POLICIES

All the policies are available on the website of the Company i.e. wwww.excel-infoways.com.

39. PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations 2015.

40. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 21st Annual General Meeting of the Company including the Annual Report for FY 2022-23 are being sent to all Members whose e mail addresses are registered with the Company / Depository Participant(s).

41. OTHER DISCLOSURES/REPORTING

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. The Company has not issued equity shares with di erential rights as to dividend, voting or otherwise;

ii. The Company has not issued any sweat equity shares to its directors or employees;

iii. No application has been made under the Insolvency and Bankruptcy Code; hence 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 alongwith their status as at the end of the nancial year is not applicable;

iv. There was no revision of nancial statements and Boards Report of the Company during the year under review;

v. COST RECORDS: Maintenance of cost records under Section 148(1) of the Act is not applicable to the Company.

vi. COMPLIANCE OF SECRETARIAL STANDARDS: The Company has complied with the applicable Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) speci ed by the Institute of Company Secretaries of India.

vii. RECONCILIATION OF SHARE CAPITAL AUDIT: As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit has been carried out at the speci ed period, by a Practicing Company Secretary.

42. CAUTIONARY STATEMENT:

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could di er materially from those expressed or implied. Important factors that could make di erence to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principle markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

43. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank and acknowledge with gratitude, the contributions made by the employees through their hard work, dedication, competence, commitment and co-operation towards the success of your Company and have been core to our existence that helped us to face all challenges.

Your Directors are also thankful for consistent co-operation and assistance received from its shareholders, investors, business associates, customers, vendors, bankers, regulatory and government authorities and showing their con dence in the Company.

For and on behalf of the Board of Directors
For Excel Realty N Infra Limited
Sd/- Sd/-
Lakhmendra Khurana Ranjana Khurana
Place: Mumbai Chairman and Whole- time Director
Date: 01-07-2023 Managing Director DIN: 00623034
DIN: 00623015