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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Excel Realty N Infra Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting their 23rd Directors'' Report on the business and operations of the Company together with the Audited Financial Statement of Accounts for March 31, 2025.

1.	FINANCIAL HIGHLIGHTS (Rs. in Lakhs)
	Particulars Standalone Consolidated
		For the year ended March 31, 2025	For the year ended March 31, 2024	For the year ended March 31, 2025	For the year ended March 31, 2024
	Total Income	1933.15	618.45	1884.29	599.82
	Profit before Interest, Depreciation & Tax	154.48	162.45	94.23	133.46
	Less: Interest	1.44	1.43	1.44	1.43
	Less: Depreciation	22.58	16.98	22.58	16.98
	Profit / (Loss) Before Extraordinary Items	130.46	144.04	70.21	115.05
	Add: Extraordinary Items	-	-	-	-
	Profit / (Loss) Before Tax	130.46	144.04	70.21	115.05
	Less: Tax Expenses
	1. Current Tax of current year	20.40	22.47	20.40	22.47
	2. Deferred tax	1.08	0.94	1.08	0.94
	3. Previous Year Taxes	-	15.20	-	15.20
	MAT Credit entitlement	(20.40)	(20.33)	(20.40)	(20.34)
	Net Profit / (Loss) for the year	129.38	125.76	69.13	96.78

2. STATE OF COMPANY''S AFFAIR

During the year under review the Company reported Total Income of Rs. 1933.15 Lakhs as compared to Rs. 618.45 Lakhs in the previous year. Furthermore, the Company has earned profit of Rs. 129.38 Lakhs as compared to previous year profit of Rs. 125.76 Lakhs.

During the year under review the Company has reported Total Consolidated Income of Rs. 1884.29 Lakhs as compared to Rs. 599.82 Lakhs in the previous year. Furthermore, the Company incurred profit of Rs. 69.13 Lakhs as compared to loss of Rs. 96.78 Lakhs in the previous year.

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

3. DIVIDEND

In order to strengthen the financials 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.

4. TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit for financial year 2024-25 in the Statement of Profit & Loss as at March 31, 2025.

5. SHARE CAPITAL

During the year under review, there is no change in the Share Capital of the Company. The Authorised Capital of the Company is 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 Rs. 1/- each and Paid-up Capital is Rs. 1,41,06,95,055/- (Rupees One Hundred Forty-One Crore Six Lakh Ninety-Five Thousand and Fifty-five Only) divided into 1,41,06,95,055 (One Hundred Forty-One Crore Six Lakh Ninety-Five Thousand and Fifty-five) Equity Shares having face value of Rs. 1/- each.

6. NATURE OF BUSINESS

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

7. CHANGE IN THE NATURE OF BUSINESS

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

8. 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 except for the one stated in this report.

9. DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31, 2025 the Company has only one subsidiary Company i.e. EXCEL INFO FZE.

The Consolidated Financial Statements of the Company for the year ended March 31,2025 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 Office 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.

10. DIRECTORS AND KEY MANAGERIAL PERSONALA) Changes in Directors and Key Managerial Personnel * DIRECTORS:

i. During the year under review, on the recommendation of Nomination and Remuneration Committee and the Board of Director''s and on approval of Members in its meeting held on August 09, 2024 appointed Mr. Himanshu Gupta (DIN: 09607045) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of 5 consecutive years w.e.f. May 10, 2024 upto May 09, 2029.

ii. During the year under review, on the recommendation of Nomination and Remuneration Committee and the Board of Director''s and on approval of Members in its meeting held on August 09, 2024 appointed Ms. Shweta Mundra (DIN No.: 08728819) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of 5 consecutive years w.e.f. May 10, 2024 upto May 09, 2029.

iii. Mr. Rajesh Kumar Agrawal (DIN: 07195960) tendered his resignation as an Independent Director of the Company with effect from April 30, 2024 due to other professional commitments. He also confirmed 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. Rajesh Kumar Agrawal, during his tenure as Independent Director of the Company.

iv. During the year under review, Mr. Subrata Kumar Dey (DIN: 03533584) retired from the position of the Independent Directors on completion of his second term of Office as an Independent Director of the Company effecting from the closing the business hours on March 31,2025 and ceased to be the Independent Director of the Company thereafter. 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. Subrata Kumar Dey, during his tenure as Independent Director of the Company

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 offer 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. Mr. Arpit Khurana, Whole- time Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for reappointment. The Board of Directors of the Company, on the recommendation of Nomination and Remuneration Committee, recommends his re-appointment for consideration by the members of the Company at the ensuing AGM. A brief profile, expertise of Director and other details as required under the Act, Regulation 36 of the Listing Regulations and Secretarial Standards - 2 notified by Ministry of Corporate Affairs related to the Director proposed to be re-appointed is annexed to the Notice convening the 23rd AGM.

* KEY MANAGERIAL PERSONNEL:

There is no change in the key managerial personnel of the company, Mr. Pramod Kokate is the Chief Financial Officer of the Company and Mrs. Nilam Bihani is the Company Secretary and Compliance Officer of the Company.

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 Actread along with Rules framed thereunder and Regulation 16(1)(b) & 25(8) of the Listing Regulations and are not disqualified from continuing as an Independent Director of the Company. The Independent Directors have also confirmed 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 influence.

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

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfil the conditions specified 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 effectiveness of the Board / Director(s) for the Financial Year 2024-2025.

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 outin 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 disclosedin 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 qualifications were notified 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 Company''s 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 differences 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 inthe field of Finance, Corporate Governance, Enterprise Management and Leadership skills. Your Company hasa Woman Director on the Board.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, Four (4) board meetings were held on 10th May, 2024, 13th July, 2024, 28th October, 2024 and 17th January, 2025. The details of the meetings of the Board and its Committees are given in the Corporate Governance Report, whichforms an integral part of this Report.

12. 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 alongwith 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 Finanicial 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 sytems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. COMMITTEES OF THE BOARD

The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

As on March 31,2025 Company has Three Committees namely Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report and is also placed on the Company''s website at http://www.excel-infoways.com.

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

14. NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) ofSection 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 Company''s 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, has been disclosed on the Company website www.excel-infoways.com.

15. AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013.

The terms of reference, meetings and attendance have been disclosed in the Corporate Governance Report forming an integral part of this Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

17. 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 effect from August 03, 2009. The annual listing fees for FY 2024-2025 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 benefits by availing the demat facility provided by NSDL and CDSL.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

19. CORPORATE GOVERNANCE REPORT

Your Company always places a major emphasis on managing its affairs 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 certificate 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 Certificate of the Managing Director and CFO of the company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow 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 affirmed the compliance vide Code of Conduct of the board and senior management is attached to the report on corporate governance.

CORPORATE GOVERNACE CERTIFICATE

The Certificate from the Secretarial Auditor of the Company, M/s. S.K.Jain & Co., Practicing Company Secretary, confirming 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.

20. 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 behavior, breach of any statute, actual or suspected fraud on the accounting policies and procedures adopted for any area or item, acts resulting in financial lossor loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of office, suspected / actual fraud and criminal offences.

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 yearunder review, no such concern from any whistle-blower has been received by the Company. The Whistle Blower Policy is available on Company''s Intranet and can also be accessed on the Company''s website at www.excel-infoways.com.

21. INTERNAL FINANCIAL CONTROL

The Company has adequate internal financial control systems in place which are supplemented by an extensive internal audit program conducted by an independent professional agency. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements and for maintaining accountability of assets.

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

During the financial year, such controls were tested and no reportable material deficiency in controls were observed.

22. AUDITORSi. 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) are Statutory Auditors of the Company for the period of five years until the conclusion of 23rd Annual General Meeting to be held for the Financial Year 2024-2025. The Independent Auditors'' Report for the financial year ended March 31,2025 on the financial statements of the Company forms part of this Annual Report.

Pursuant to the provisions of the Act, the term of office of M/s. Bhatter & Co., Chartered Accountant (Firm Registration No 131092W), shall complete at the conclusion of the ensuing Annual General Meeting.

Based on the recommendation of the Audit Committee, the Boardhas recommended the appointment of M/s. Devpura Navlakha & Co. (Firm Registration No 121975W), as Statutory Auditors of the Company for the period of five years until the conclusion of the 28th Annual General Meeting to be held for the Financial Year 2029-2030. They have confirmed the eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act and Rules framed there under.

Accordingly, an Ordinary Resolution, proposing the appointment of M/s. Devpura Navlakha & Co. (Firm Registration No 121975W), forms part of the Notice of the 23rd AGM of the Company.

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, 2025 and has issued the Auditor''s 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 qualifications 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 Mr. Shubh Karan Jain, Proprietor of M/s. S.K. Jain & Co., Practicing Company Secretaries, Mumbai as its Secretarial Auditors to conduct the Secretarial Audit for FY 2024-25.

The Board of Directors has recommended the appointment of M/s. S.K. Jain & Co. (COP No. 3076), as Secretarial Auditors of the Company for the period of five years until the conclusion of the 28th Annual General Meeting to be held for the Financial Year 2029-2030. They have confirmed the eligibility and qualification required as per the provisions of Section 204 and all other applicable provisions, if any, of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014) and pursuant to regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force)

Accordingly, an Ordinary Resolution, proposing the appointment of M/s. S.K. Jain & Co. (COP No. 3076), forms part of the Notice of the 23rd AGM of the Company.

SECRETARIAL AUDIT REPORT

The report in respect of the Secretarial Audit carried out by M/s. S.K. Jain & Co., Practising Company Secretaries in Form MR-3 for the FY 2024-25 forms part to this report as Annexure-IV. 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.

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 2024-25. 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 efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency 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 officers or employees, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

23. 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.

24. 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.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. All transactions with related parties entered into during the year under review were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policyon Related Party Transactions.

During the year, the materially significant related party transactions pursuant to the provisions of SEBI Listing Regulations had been duly approved by the shareholders of your Company in the Annual General Meeting held on September 20, 2022. Your Company did not enter into any related party transactions during the year under review, which couldbe prejudicial to the interest of minority shareholders. Transaction falling under Section 188 (1) of the Companies Act, 2013 are disclosed in Form AOC-2 in Annexure II. The Company has formulated a policy on dealing with Related Party Transactions which can be accessed on the Company''s 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.

26. POLICY ON DIRECTOR''S 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 31,2025, the Board consists of seven members, including one managing director, two whole-time directors and four 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 Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, 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 Company''s website on 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 III to this Report. The Employment Policy is available on the website of the company at https://www.excel-infoways.com/policies.

28. 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 financial year ended March 31, 2024, is available on the Company''s website at https://www.excel-infoways.com/annual-return

29. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

30. 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 difference 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 criterion the Business Responsibility & Sustainability Report for FY 2024-25 is not applicable to the Company.

31. 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.

32. 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 efficient 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 notmaterial. Your Company is primarily involved in providing services which do not result in significant 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 readwith 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

33. 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 significant 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 Company''s operations in future.

34. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under the Regulation 34 (2) of the Listing Regulations, a cash flow statement is part of the Annual Report 2024-2025. Also, the Company has presented the Consolidated Financial Statements of the Company for the financial year 2024-2025 which forms the part of the Annual Report 2024-2025.

35. SUSTAINABLE DEVELOPMENT

Sustainability has been deeply embedded into the Company''s business and has become an integral part of its decisionmaking process while considering social, economic and environmental dimensions.

36. POLICIES

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

37. 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.

38. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 23rd Annual General Meeting of the Company including the Annual Report for FY 2024-25 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

39. 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 differential 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 financial year is not applicable;

iv. There was no revision of financial 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) specified 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 specified period, by a Practicing Company Secretary.

40. CAUTIONARY STATEMENT:

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include raw material availability and its prices, cyclical demand and pricing in the Company''s 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.

41. 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 usto face all challenges.

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

Mar 31, 2024

Your Directors take pleasure in presenting their 22nd Directors'' Report on the business and operations of the Company together with the Audited Financial Statement of Accounts for March 31,2024.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	For the year	For the year	For the year	For the year
	ended	ended	ended	ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Total Income	618.45	1010.96	599.82	730.63
Profit before Interest, Depreciation & Tax	162.44	46.00	133.46	(244.27)
Less: Interest	1.43	3.44	1.43	3.44
Less: Depreciation	16.98	18.99	16.98	18.99
Profit/ (Loss) Before Extraordinary Items	144.04	23.57	115.05	(266.70)
Add: Extraordinary Items	-	239.01	-	239.01
Profit/ (Loss) Before Tax	144.04	262.58	115.05	(27.69)
Less: Tax Expenses
1. Current Tax of current year	22.47	8.81	22.47	8.81
2. Deferred tax	0.94	0.61	0.94	0.61
3. Previous Year Taxes	15.20	0.00	15.20	0.00
MAT Credit entitlement	(20.33)	(3.67)	(20.33)	(3.67)
Net Profit/ (Loss) for the year	125.76	256.83	96.77	(33.43)

2. STATE OF COMPANY''S AFFAIR

During the year under review the Company reported Total Income of Rs. 618.45 Lakhs as compared to Rs. 1010.96 Lakhs in the previous year. Furthermore, the Company has earned profit of Rs. 125.76 Lakhs as compared to previous year profit of Rs. 256.82 Lakhs.

During the year under review the Company has reported Total Consolidated Income of Rs 599.82 Lakhs as compared to Rs 730.63 Lakhs in the previous year. Furthermore, the Company incurred profit of Rs. 96.77 Lakhs as compared to loss of Rs. 33.43 Lakhs in the previous year.

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

3. DIVIDEND

4. TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit for financial year 2023-24 in the Statement of Profit & Loss as at March 31,2024.

5. SHARE CAPITAL

Fifty Crores) Equity Shares having face value of Re. 1/- each and Paid-up Capital is Rs. 1,41,06,95,055/- (Rupees One Hundred Forty-One Crore Six Lakh Ninety-Five Thousand and Fifty-five Only) divided into 1,41,06,95,055 (One Hundred Forty-One Crore Six Lakh Ninety-Five Thousand and Fifty-five) Equity Shares having face value of Re. 1/- each.

6. NATURE OF BUSINESS

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

7. CHANGE IN THE NATURE OF BUSINESS

9. DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31st March, 2024 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, 2024 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 Auditorsâ Report thereon forms part of the Annual Report.

10. DIRECTORS AND KEY MANAGERIAL PERSONALA) Changes in Directors and Key Managerial Personnel â¢ DIRECTORS:

i. During the year under review, the Board of Directorâs on the recommendation of Nomination and Remuneration Committee and on approval of members in its meeting held on August 07, 2023 re-appointed Mr. Arpit Khurana (DIN: 03169762) as Whole Time Director of the Company for a period of 3 years with effect from August 11,2023 on such terms and condition as approved by the Board & members.

ii. During the year under review, Mr. Binoy Gupta (DIN: 02016058) retired from the position of the Independent Directors on completion of his second term of Office as an Independent Director of the Company effecting from the closing the business hours on 31st March, 2024 and ceased to be the Independent Director of the Company thereafter. 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. Binoy Gupta, during his tenure as Independent Director of the Company.

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

iv. During the year under review the Board of Directorâs, 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 office 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. The Board of Directorâs, on the recommendations of the Nomination and Remuneration Committee, in its meeting held on May 10, 2024, approved and recommended to the shareholders for their approval, an appointment of Mr. Himanshu Gupta (DIN: 09607045) as an Additional Independent Director of the Company, not liable to retire by rotation, to hold office for a period of 5 consecutive years w.e.f. May 10, 2024 upto May 09, 2029 subject to approval of Shareholders in the ensuing Annual General Meeting.

vi. The Board of Directorâs, on the recommendations of the Nomination and Remuneration Committee, in its meeting held on May 10, 2024, approved and recommended to the shareholders for their approval, an appointment of Ms. Shweta Mundra (DIN No.: 08728819) as an Additional Independent Director of the Company, not liable to retire by rotation, to hold office for a period of 5 consecutive years w.e.f. May 10, 2024 upto May 09, 2029 subject to approval of Shareholders in the ensuing Annual General Meeting.

vii. 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 offer 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, offer 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 profile, expertise of Director and other details as required under the Act, Regulation 36 of the Listing Regulations and Secretarial Standards - 2 notified by Ministry of Corporate Affairs related to the Director proposed to be re-appointed is annexed to the Notice convening the 22nd AGM.

â¢ KEY MANAGERIAL PERSONNEL:

i. During the year under review Ms. Khushboo Doshi resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. June 15, 2023 for better prospectus in her professional career. The Board placed on record its appreciation for the contributions and guidance made by Ms. Khushboo Doshi, during her tenure as Company Secretary and Compliance officer of the Company.

ii. During the year under review, the Board on the recommendation of Nomination & Remuneration committee, appointed Ms. Nilam Bihani on the post of Company secretary & Compliance Officer of the company in its Board Meeting held on September 05, 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 disqualified from continuing as an Independent Director of the Company. The Independent Directors have also confirmed 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 influence.

C) Annual Performance Evaluation

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.

During the reporting period, no adverse remarks or qualifications were notified and/or in respect of the Board, its committees and/or any of the Directorsâ.

D) Familiarization Program for the Independent Directors

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 differences 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 field of Finance, Corporate Governance, Enterprise Management and Leadership skills. Your Company has a Woman Director on the Board.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, SIX (6) board meetings were held on 10th May, 2023, 01st July, 2023, 11th July, 2023 05th September, 2023, 20th October, 2023 and 15th January, 2024. The details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms an integral part of this Report.

12. DIRECTORSâ RESPONSIBILITY STATEMENT

The Directorsâ 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;

(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.

13. COMMITTEES OF THE BOARD

As on March 31, 2024 Company has Three Committees namely Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report and is also placed on the Companyâs website at http://www.excel-infoways.com.

14. 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, âNomination & Remuneration Committeeâ for matters relating to constitution, meetings and functions of the Committee. The Companyâs 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, has been disclosed on the Company website www.excel-infoways.com.

15. AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

17. LISTING OF SHARES & DEMATERIALISATION

The Equity Shares of the Company are listed on BSE Limited (âBSEâ) and National Stock Exchange of India Limited (âNSEâ) with effect 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 benefits by availing the demat facility provided by NSDL and CDSL.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

19. CORPORATE GOVERNANCE REPORT

CORPORATE GOVERNACE CERTIFICATE

The Certificate from the Secretarial Auditor of the Company, M/s. Rakhi Dasgupta & Associates, Practicing Company Secretary, confirming 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.

20. 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 financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of office, suspected / actual fraud and criminal offences.

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 Companyâs Intranet and can also be accessed on the Companyâs website at www.excel-infoways.com.

21. INTERNAL FINANCIAL CONTROL

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

During the financial year, such controls were tested and no reportable material deficiency in controls were observed.

22. AUDITORSi. 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 five years until the conclusion of Annual General Meeting to be held for the Financial Year 2024-2025. They have confirmed their eligibility and qualification 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 Auditorsâ Report for the financial year ended March 31, 2024 on the financial statements of the Company forms part of this Annual Report.

Ratification of appointment of Statutory Auditors at every AGM has been dispensed with by the Ministry of Corporate Affairs. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors.

AUDITORSâ REPORT

M/s. Bhatter & Co, Statutory Auditors of the Company has audited Books of Accounts of the Company for the Financial Year ended March 31,2024 and has issued the Auditorsâ 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 qualifications 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 2023-24.

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 2023-24 forms part to this report as Annexure-IV. 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.

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 2023-24. 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 efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

iv. Cost Auditor

Reporting of frauds by Auditors

23. 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.

24. DEPOSITS

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. All transactions with related parties entered into during the year under review were at armâs length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companyâs Policy on Related Party Transactions.

During the year, the materially significant related party transactions pursuant to the provisions of SEBI Listing Regulations had been duly approved by the shareholders of your Company in the Annual General Meeting held on September 20, 2022. Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders. Transaction falling under Section 188 (1) of the Companies Act, 2013 are disclosed in Form AOC-2 in Annexure II. The Company has formulated a policy on dealing with Related Party Transactions which can be accessed on the Companyâs 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.

26. POLICY ON DIRECTORâS 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, 2024, the Board consists of six members, including one managing director, two whole-time directors and three independent directors.

The information with respect to the Companyâs policy on directorsâ appointment and remuneration including criteria for determining qualifications, 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 Companyâs website on www.excel-infoways.com.

27. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

28. 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 financial year ended March 31, 2023, is available on the Companyâs website at https://www.excel-infoways.com/annual-return

29. 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.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

31. 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 (âIEPFâ) of the Government of India.

32. 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 efficient 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 significant 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

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

34. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under the Regulation 34 (2) of the Listing Regulations, a cash flow statement is part of the Annual Report 2023-2024. Also, the Company has presented the Consolidated Financial Statements of the Company for the financial year 2023-2024 which forms the part of the Annual Report 2023-2024.

35. SUSTAINABLE DEVELOPMENT

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

36. POLICIES

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

37. PREVENTION OF INSIDER TRADING

38. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 22nd Annual General Meeting of the Company including the Annual Report for FY 2023-24 are being sent to all Members whose e mail addresses are registered with the Company / Depository Participant(s).

39. 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 differential rights as to dividend, voting or otherwise;

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

iv. There was no revision of financial 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.

40. CAUTIONARY STATEMENT:

Statements in this Directorsâ Report and Management Discussion and Analysis describing the Companyâs objectives, projections, estimates, expectations or predictions may be "forward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companyâs operations include raw material availability and its prices, cyclical demand and pricing in the Companyâs 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.

41. 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 confidence in the Company.

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their 14^thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. FINANCIAL HIGHLIGHTS

_(Rs. In Lacs)

Particulars	For the year ended March 31, 2016	For the year ended March 31, 2015
Total Revenue	39,92.83	2327.12
Profit before Interest, Depreciation & Tax	183.66	190.77
Less: Interest	92.85	90.51
Less: Depreciation	32.88	47.63
Profit/ (Loss) Before Tax	57.93	52.63
Less: Tax Expenses
1. Current Tax	19.55	20.81
2. Deferred Tax	(0.29)	(4.52)
Net Profit/ (Loss) for the year	38.67	36.34
Add: Amount brought forward from Last Year	6538.01	6678.52
Appropriations:
Less: retained earnings on Disposal of fixed asset	0.00	176.86
Proposed Dividend	Nil	Nil
Tax on Proposed Dividend	Nil	Nil
Transfer to General Reserve	Nil	Nil
Balance carried forward to Balance Sheet	6576.68	6538.01

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

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2015-2016.

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

During the year under review the Company has earned Total Revenue of Rs. 3992.83 lacs as against of Rs. 2327.12 lacs in the previous year.

The Net profit for the current year is Rs. 38.67 lacs as against Rs. 36.34 lacs in the previous year.

5. NATURE OF BUSINESS

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

6. CHANGE IN THE NATURE OF BUSINESS

The Company had altered its main objects by passing a special resolution through Postal Ballot on March 21, 2016 and have included the business of general trading in the Main Objects of the Company.

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 have 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

No significant 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 Companyâs 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

The details, performance and financial position of the Subsidiary Company included in the consolidated financial Statement are in form AOC-1 in Annexure I to this report.

11. DEPOSITS

12. STATUTORY AUDITORS

Pursuant to the provision of the section 139 of the Companies Act, 2013 and the rules framed there under M/s. S. G. Kabra & Co, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 13th Annual General Meeting of the Company held on Monday, September 21, 2015, till the conclusion of the Annual General Meeting for the financial year 2016-2017 of the Company, subject to the ratification of their appointment at every Annual General Meeting.

13. AUDITORSâ 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 2015-2016.

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 2015-2016.

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 Boardâs report.

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

A) Energy Conservation &Technology Absorption

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. Company believes in conservation of energy and resources to help create a better tomorrow.

The Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipmentâs. However since the Company is not engaged in any manufacturing, 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 lacs)

a.	Total foreign exchange earned	46.48
b.	Total foreign exchange outgo	1.28

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:

A) Changes in Directors and Key Managerial Personnel

During the year under review, Mr. Ravi Prakash Sinha - Independent & Non-Executive Director had resigned with effect from October 4, 2015 and Mr. Subrata Kumar Dey was appointed as Additional Independent & Non-Executive Director with effect from November 9, 2015.

Further, Mrs. Monika Shah had resigned as the Chief Financial Officer of the Company with effect from May 31, 2015 and Mr. Pramod Kokate has been appointed as Chief Financial Officer with effect from August 13, 2015.

B) 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.

C) Formal Annual Evaluation

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 4 times during the financial year ended March 31, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under. Additionally, during the financial year ended March 31, 2016 a separate 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, âAudit Committeeâ for matters relating to constitution, meetings and functions of the Committee.

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

The Vigil mechanism incorporates a whistle blower policy. All protected disclosures can be made through an email or telephone or through a letter. The Policy has been disclosed on the Companyâs website www.excel-infoways.com.

22. 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, âNomination & Remuneration Committeeâ for matters relating to constitution, meetings and functions of the Committee. The Companyâs 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 attached as in Annexure III to this report and also been disclosed on the Company website www.excel-infoways.com.

23. 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.

24. 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 armsâ length basis. As the transactions entered do not fall under Section 188(1) of the Companies Act, 2013 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 Companyâs website www.excel-infoways.com.

25. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not being sent along with this Report to the Members of the Company as per the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid information is also available for inspection by Members at the Registered Office of the Company, 21 days before the 14th Annual General Meeting up to the date of the Annual General Meeting during the business hours on working days.

26. 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 2015-2016. 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 2015-2016 forms part to this report as Annexure IV. 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.

27. CORPORATE GOVERNANCE CERTIFICATE

Certificate from the Auditors of the Company, M/s. S. G. Kabra & Co, Chartered Accountants confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is attached to the Report on Corporate Governance.

28. RISK MANAGEMENT

The Company believes that managing risk helps in maximizing returns. The Companyâs 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.

29. 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.

30. 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.

31. 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.

32. UNPAID AND UNCLAIMED DIVIDENDS

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 21, 2015 (date of last Annual General Meeting) as also on the Ministry of Corporate Affairâs website

The last date of claiming unclaimed and unpaid dividends declared for 2009-2010 from the Company is October, 2017.

33. DIRECTORSâ RESPONSIBILITY STATEMENT

The Directorsâ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatâ

(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;

(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.

34. ACKNOWLEDGMENTS

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

Place: Mumbai Chairman and Managing Director

Date: May 26, 2016 DIN: 00623015

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 12th Annual Report along with the audited accounts of the Company for the year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars For the year For the year ended 31-3-2014 ended 31-3-2013

Income from Operation and other income 1315.05 3059.90

Profit before Depreciation 142.34 433.48

Less: Depreciation 48.29 49.47

Profit before Tax 94.05 384.01

Provision for Tax 17.92 75.54

Deferred Tax (3.80) (2.16)

MAT credit Entitlement 12.09 52.67

Profit after Tax but before Prior period adjustments 67.84 257.96

Less: Prior period adjustments 5.35 11.84

Profit after Tax and Prior period adjustments 62.49 246.12

Add: Balance B/f. From last year 6616.03 6369.91

Amount available for appropriation 6678.52 6616.03

Less: Dividend - -

Less: Dividend Tax - -

Balance carried to Balance Sheet 6678.52 6616.03

RESULTS OF OPERATIONS

During the year under review, Company has earned total income from operations of Rs.1315.05 lacs as against Rs.3059.90 lacs in the previous year. The Profit after Tax and prior period adjustments is Rs.62.49 lacs in the current year as against Rs.257.96 lacs in the previous year.

Due to change in policies regarding export of services in our major client country i.e. USA, we were not able to garner sales as compared to previous year and hence profit from BPO enabled services declined. As we were unable to win major contracts of Infra Activity, the sales and profit from Infra activity also declined.

DIVIDEND

In the absence of adequate profits, the management thought it prudent not to declare dividend on equity shares of the Company. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of this Annual Report.

SUBSIDIARY

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance sheet, Statement of Profit and Loss and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. 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. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company. The consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

DIRECTORS

As per the provisions of Companies Act, 2013, and Articles of Association of the Company, Mrs. Ranjana Khurana, Executive Director of the Company, will retire at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors recommends her appointment.

Mr. Ramesh Joshi, Mr. Ravi Prakash Sinha and Mr. Binoy Gupta, Independent Directors of the Company were appointed as directors liable to retire by rotation under the provisions of erstwhile Companies Act, 1956. As per sub-section (13) of section 149 of the Companies Act, 2013 the provisions of sub-sections (6) and (7) in respect of retirement of directors by rotation shall not be applicable to independent directors.

Sub-section (10) of section 149 of Companies Act, 2013 (effective April 1, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the Board of the company and shall be eligible for re-appointment on passing a special resolution by shareholders of the company. Sub-section (11) of section 149 of Companies Act, 2013, states that no independent director shall hold office for more than two consecutive terms of five years.

The Company has received requisite notice in writing from members proposing the appointment of Mr. Ramesh Joshi, Mr. Ravi Prakash Sinha and Mr. Binoy Gupta as independent directors. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed, both, under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The term of office of Mr. Arpit Khurana as Executive Director of the Company expires on August 10, 2014. The Company has received requisite notice in writing from a member proposing re-appointment of Mr. Arpit Khurana as Executive Director of the Company.

The Board of Directors has approved the re-appointment of Mr. Arpit Khurana as Executive Director w.e.f August 11, 2014 for a further period of three (3) years. The re-appointment is subject to the approval of shareholders in the said Annual General Meeting. As per the provisions of Companies Act, 2013, and Articles of Association of the Company, the approval of the shareholders is sought for the said appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

* in the preparation of annual accounts, for the year ended March 31, 2014, the applicable accounting standards read with the requirements set out under Schedule VI to the Companies Act, 1956 have been followed and there are no material departures;

* the Directors have selected such accounting policies in consultation with the statutory auditors 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 as at March 31, 2014 and of the profit of the Company for the year ended on that date;

* the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

* the Directors have prepared the annual accounts of the Company on a going concern basis.

AUDITORS

M/s. S. G. Kabra & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under clause (g) of sub-section (3) of Section 141 of the Companies Act, 2013 and that they are not disqualified for such re-appointment.

AUDITORS'' REPORT

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

UNPAID AND UNCLAIMED DIVIDENDS

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on July 31, 2013 (date of last Annual General Meeting) on the Company''s website (www.excel-infoways.com), as also on the Ministry of Corporate Affair''s website.

The last date for claiming unclaimed and unpaid dividends declared for 2009-10 from the Company is September 8, 2017.

DEPOSITS

During the year under review, Company has not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

PARTICULARS OF EMPLOYEES

During the financial year 2013-14, no employee was in receipt of remuneration in excess of limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

EMPLOYEE RELATIONS

The relationship of your Company with its employees remained cordial throughout the year. The Company has various policies and procedures to attract and retain its employees. Most of the employees of your Company are educated and the Company provides training on various soft skills, domain knowledge and effective communication skills. Your Company is focused on improving the overall experience including health and mental well-being of its employees; and to that end it regularly conducts health checks. The Company also provides many benefits and incentives to its employees to help, motivate and retain valued employees.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION

Provisions of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 in relation to conservation of energy and technology absorption are currently not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings and outgo, as required to be disclosed under section 217(1)(e) of the Companies act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are provided in Annexure I to this report.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation for the assistance and co-operation received from the shareholders, creditors, financial institutions, banks, government authorities, customers and vendors during the year under review. Your directors also wish 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/- sd/- Lakhmendra Khurana Ranjana Khurana Chairman and Managing Executive Director Director Place : Mumbai Date : May 19, 2014

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their 11th Annual Report along with the audited accounts of the Company for the year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

(Rs.In Lacs) Particulars For the year For the year ended 31-3-2013 ended 31-3-2012

Income from Operation and other income 3,059.90 1,622.78

Profit before Depreciation 433.48 411.42

Less: Depreciation 49.47 89.15

Profit before Tax 384.01 322.27

Provision for Tax 75.54 65.63

Deferred Tax (2.16) (13.13)

MAT credit Entitlement 52.67 55.83

Profit after Tax but before Prior period adjustments 257.96 213.94

Less: Prior period adjustments 11.84 8.75

Profit after Tax and Prior period adjustments 246.12 205.19

Add: Balance B/f. From last year 6,369.91 6,164.72

Amount available for appropriation 6,616.03 6,369.91

Less: Dividend

Less: Dividend Tax

Balance carried to Balance Sheet 6,616.03 6,369.91

OPERATIONS

As the Company diversified into infra activity and operating into two segments, the Company could sustain its level of profitability as last year and continued to make efforts to make progress on its planned path to growth.

During the year under review, Company has earned total income from operations of Rs. 3059.90 lacs as against Rs. 1622.78 lacs in the previous year, translating into a growth of 88.56%. The Profit after Tax and prior period adjustments increased by 19.95% from Rs. 205.19 lacs in the previous year to Rs. 246.12 lacs in the current year.

DIVIDEND

With a view to conserve resources, the management thought it prudent not to declare dividend on equity shares of the Company.

SUBSIDIARY

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance sheet, the Statement of Profit and Loss and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. The Company will make available the annual accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company. The consolidated financial statements presented by the Company include the financial results of its subsidiary company.

DIRECTORS

In terms of sections 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Arpit Khurana and Mr. Binoy Gupta, Directors retire by rotation and being eligible, offer themselves for re-appointment.

The Board of Directors has approved the re-appointment of Mrs. Ranjana Khurana as an Executive Director w.e.f January 01, 2014 for a further period of five (5) years, on such terms and conditions as set out in the Explanatory Statement annexed to the notice of the forthcoming Annual General Meeting. The re-appointment is subject to the approval of shareholders in the said Annual General Meeting.

DIRECTORSÂ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that

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

- the Directors have selected such accounting policies in consultation with the statutory auditors 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 of the Company for the financial year;

- the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. S. G. Kabra & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of section 226 of the Companies Act, 1956.

AUDITORSÂ REPORT

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

DEPOSITS

During the year under review, Company has not accepted any fixed deposits u/s 58A of the Companies Act, 1956, from the public. As such, no amount of principal or interest is outstanding as on the Balance Sheet date.

PARTICULARS OF EMPLOYEES

No Employee draws remuneration in excess of limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

EMPLOYEE RELATIONS

The relationship of your Company with its employees remained cordial throughout the year. The Company has various policies and procedures to attract and retain its employees. Most of the employees of your Company are educated and the Company provides training on various soft skills, domain knowledge and effective communication skills. Your Company is focused on improving the overall experience including health and mental well-being of its employees; and to that end it regularly conducts health checks. The Company also provides many benefits and incentives to its employees including to help, motivate and retain valued employees.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION

Provisions of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 in relation to conservation of energy and technology absorption are currently not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings and outgo, as required to be disclosed under section 217(1)(e) of the Companies act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are provided in the Annexure I to this report.

CORPORATE GOVERNANCE REPORT

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation for the assistance and co-operation received from the shareholders, creditors, financial institutions, banks, government authorities, customers and vendors during the year under review. Your directors also wish 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/- sd/- Lakhmendra Khurana Ranjana Khurana

Chairman and Managing Director Executive Director

Place : Mumbai

Date : May 27, 2013

Mar 31, 2012

The Directors have pleasure in presenting their 10th Annual Report along with the audited accounts of the Company for the year ended March 31, 2012.

FINANCIAL HIGHLIGHTS (Rs In Lacs)

For the year For the year ended 31-3-2012 ended 31-3-201

Income from Operation and other income 1,622.78 2,040.92

Profit before Depreciation 411.42 1,525.79

Less: Depreciation 89.15 90.07

Profit before Tax 322.27 1,435.71

Provision for Tax 65.63 317.61

Deferred Tax (13.13) (10.56)

MAT credit Entitlement 55.85 (281.65)

Profit after Tax but before Prior period adjustments 213.94 1,410.31

Less: Prior period adjustments 8.75 0.13

Profit after Tax and Prior period adjustments 205.19 1410.18

Add: Balance B/f. From last year 6,164.72 4,754.55

Amount available for appropriation 6,369.91 6,164.72

Less: Dividend - -

Less: Dividend Tax - -

Balance carried to Balance Sheet 6,369.91 6,164.72

OPERATIONS

Due to global recession and worsening U.S. and U.K. economic conditions, it would be difficult for IT industry to expand and grow. In such a critical situation to maintain our performance was difficult. Despite the challenging environment the Company performed well.

Drying the year under review, the Company has earned total income from operations Rs 1622.78 lacs (previous yearRs 2040.92 lacs) translating into a fall of 20.49%. The Profit after Tax and prior period adjustments falls by 85.45% from Rs 1410.18 lacs in previous year to 7 205.19 lacs in the current year.

DIVIDEND

With a view to conserve resources, the management thought it prudent not to declare dividend on equity shares of the Company.

SUBSIDIARY

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance sheet, the statement of Profit and Loss and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. The Company will make available the annual accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company. The consolidated financial statements presented by the Company include the financial results of its subsidiary company.

In March 2011, Company invested in Excel Infra N Realty Pvt. Ltd., a group company byway of purchasing 26000 equity shares ofRs 10/- there by making it subsidiary of the Company. But as in November 2011, Company has sold 25000 equity shares of Rs 10/- each of the same to Mr. Lakhmendra Khurana - 10,000 shares and Mrs. Ranjana Khurana - 15000 shares, Excel Infra N Realty Ltd. is no more subsidiary of Excel Infoways Ltd.

IPO FUND UTILISATION

The Company in the initial public offer of equity shares made in July 2009, raised Rs 48 crore. The said equity shares are listed on the BSE and NSE effective August 2009. In the prospectus dated July 21, 2009 it was stated that the proceeds from the public issue would be utilized for setting up new facilities at Borivali and Kandivali at a total cost of Rs 48 crore. As stated in the said prospectus the Company had as on June 17, 2009 deployed Rs 18 crore from internal accruals, for purchase of the said properties. However on account of unforeseen legal disputes, the Company has been unable to get possession of the said properties as per schedule, and therefore the funds allocated for work related to interiors for the said facilities, could not be deployed. The Board of directors have meanwhile deployed the funds aggregating Rs 30 crore towards purchase of alternate property at Borivali and is in the process of setting up the facilities as proposed. The decision to so deploy the funds has been made in the overall interest of the Company and its shareholders.

DIRECTORS

In terms of sections 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Mrs. Ranjana Khurana and Mr. Ravi Prakash Sinha, Directors retire by rotation and being eligible, offer themselves for reappointment.

Mr. Lakhmendra Khurana was re-appointed as Managing Director w.e.f April 01, 2012 for a further period of five (5) years, on such terms and conditions as set out in the Explanatory Statement annexed to the notice of the forthcoming Annual General Meeting subject to the approval of shareholders in the said Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors Report:

- that in the preparation of annual accounts, the applicable accounting standards had been followed along with pnper explanation relating to material departures;

- that the Directors have selected such accounting policies in consultation with the statutory auditors 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 of the Company for the financial year;

- that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. S. G. Kabra & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of section 226 of the Companies Act, 1956.

AUDITORS' REPORT

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

DEPOSITS

During the year under review, Company has not accepted any fixed deposits u/s 58A of the Companies Act, 1956, from the public. As such, no amount of principal or interest is outstanding as on the Balance Sheet date.

PARTICULARS OF EMPLOYEES -

No employee draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

EMPLOYEE RELATIONS

The relationship of your Company with its employees remained cordial throughout the year. The Company has various policies and procedures to attract and retain its employees. Most of the employees of your Company are educated and the Company provides training on various soft skills, domain knowledge and effective communication skills. Your Company is focused on improving the overall experience including health and mental well-being of its employees; and to that end it regularly conducts health checks. The Company also provides many benefits and incentives to its employees including to help, motivate and retain valued employees.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION

Provisions of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 in relation to conservation of energy and technology absorption are currently not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings and outgo, as required to be disclosed under section 217(1)(e) of the Companies act, 1956 read with the Companies(Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are provided in the Annexure I to this report.

CORPORATE GOVERNANCE REPORT

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your directors also wish 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/- Sd /-

Lakhmendra Khurana Ranjana Khurana

Chairman and Managing Director Executive Director

Place : Mumbai

Date : May 28, 2012

Mar 31, 2011

To The Members,

The Directors have pleasure in presenting their Ninth Directors' Report along with the Audited Accounts of the company for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS (Rs. In Thousand)

For the year For the year ended 31-3-2011 ended 31-3-2010

Income from Operation and other income 204091.83 206974.27

Profit before Depreciation 152827.46 149565.85

Less: Depreciation 9007.46 8623.78

Profit before Tax 143570.82 140942.08

Provision for Tax 31761.01 26120.68

Deferred Tax (1055.57) (369.40)

MAT credit Entitlement (28165.13) (23448.71)

Profit after Tax 141030.50 138639.50

Less: Prior period adjustments 12.66 425.79

Add: Balance B/f. from last year 475454.61 362007.31

Amount available for appropriation 616472.46 500224.78

Less: Dividend - 21168.78

Less: Dividend Tax - 3597.63

Balance carried to Balance Sheet 616472.46 475454.61

OPERATIONS

Due to global recession and worsening U.S. and U.K. economic conditions, it would be difficult for IT industry to expand and grow. We, in such critical situation could survive and maintain our performance. Company has continued to gain business in traditional areas of BPO/IT enabled services. In such a scenario, it was considered pragmatic to diversify business activity of the company and accordingly, in last annual general meeting company has obtained shareholders permission to commence new activities in the company including construction, development, real estate etc.

Your company is ISO 27001:2005 (Formerly known as BS 7799-2:2002) certified and is a Customer Contact Center based in India, offering a range of customer care services including telecom fulfillment center, providing technical services, financial services, healthcare, outbound sales and Marketing, voice, email response, real-time chat, knowledge management, eCRM architecture and other value added services, where each component of service delivery is critical.

Your company has the resources, technology and operational expertise in place to help companies expand globally and exceed their customer sales, services and marketing expectations with its reputation for quality, investment in technology and qualified personnel to give the edge to succeed.

During the year, company could sustain its level of profitability as last year and continued to make efforts to make progress on its planned path of growth. Income from operations was Rs. 2035.26 lakhs for the year ended on 31st March, 2011 .The Profit before tax is Rs. 1435.71 lakhs.

OUTLOOK

Strategic vision of company is to be leader in IT consulting and solutions for small, medium and large businesses. The key elements of our business strategy are as follows:

Development of new client relationships

Company continued to develop new client relationship across various industries. Company has appointed highly talented, educated and experienced Business Development Manager for the development of new client base. Management anticipates new business growth to increase with these investments.

The company is planning to commence the business of construction, development and real estate. Out of the IPO proceeds, the company utilized some fund for acquisition of properties for this new business. We may, according to the circumstances and availability of fund expand this business in future.

DIVIDEND

With a view to conserve resources, the management thought it prudent not to declare dividend on equity shares of the company.

DIRECTORS

Mr. Binoy Gupta and Mr. Ramesh Joshi, Directors retires by rotation and being eligible offer themselves for reappointment.

The Board of Directors of the company at its meeting held on 13th November, 2010, subject to approval of the shareholders, reappointed Mrs. Ranjana Khurana, Executive Director and Ms. Bela Ash, Executive Director for a further period of three years, at a remuneration of Rs. 50000/- per month to each of them. Due to preoccupancy with other activities, Ms. Bela Ash has resigned from the directorship of the company . She has tendered her resignation to the Board. The Board appreciates and records her contribution to the growth of the company during her tenureship as director of the company. The Board also noted and approved the appointment of Mr. Arpit Khurana, son of Mr. Lakhmendra Khurana, Chairman & Managing Director as Executive Director at remuneration of up to Rs. 100,000/- p.m..

DEPOSITS

Your company has not accepted any fixed deposits u/s 58A of the Companies Act, 1956, from the Public. As such, no amount of Principal or Interest is outstanding as on the Balance Sheet date.

EMPLOYEES

No Employee draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s. S. G. Kabra & Co., Chartered Accountants retire at the ensuing Annual General Meeting and according to a Certificate received from them u/s 224(1-B) of the Companies Act, 1956 are eligible for re-appointment. The members are recommended to re-appoint them as the Auditors of the company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors' Report:

- that in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- that the Directors have selected such accounting policies in consultation with the statutory auditors 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 of the company for the financial year;

- that the Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the

- Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- that the Directors have prepared the annual accounts on a going concern basis.

INTERNAL CONTROL SYSTEMS

The company has well-defined internal control system, procedure and policies which are adequate and commensurate with the size and nature of its business. Adequate checks and balances and control systems are established to ensure that assets of the company are safeguarded and transactions are executed under proper authorization and are properly recorded in the books of account. There exists a proper definition of roles and responsibilities across the organization to ensure information flow and effective monitoring. The quarterly/annual financial statements relating to all significant audit observations and follow up actions arising from them are reviewed by the Board itself.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The company's business does not entail conservation of energy, technology absorption.

Your company being in the Information Technology Enabled Services (ITES), the provisions relating to conservation of energy and technology absorptions are not applicable. The operation of the company is not energy intensive. However, adequate measures have been taken to conserve and reduce energy consumption. Every effort is taken to reduce the consumption of energy which includes standardization on purchase of energy efficient equipment and accessories, detection and prevention of leak, monitoring load and conducting periodic energy audits Research and Development:

The company uses the latest technologies for improving the productivity and enhances the quality of customer services.

Foreign Exchange Earnings & Outgo

(Amount in Rs.)

2010-11 2009-10

Earnings 202350363 204647216

Outgo 2991906 2866366

SUBSIDIARIES

During the last year, the company invested in Excel Infra N Realty Ltd., a group company by way of purchasing 26000 equity shares of Rs. 10/-, there by making it subsidiary of the company. Consolidated Accounts of the company's subsidiary Excel Infra N Realty Pvt. Ltd and Excel Info FZE are attached herewith.

IPO AND QIP FUND UTILISATION

The company came out with IPO and equity shares of the company were listed on the Bombay Stock Exchange and National Stock Exchange of India Limited effective August, 2009. In the prospectus, we had provided that we would partially utilized IPO proceeds in setting up new facilities at Borivali and Kandivali. However due to non receipt of possession of these properties, as scheduled, the funds allocated for works related to interior etc. could not be deployed as stated in the prospectus. Hence, consequent upon the delay in setting up new facilities, we utilized IPO proceeds in making part payments towards acquiring properties other than those mentioned in the prospectus.

In June, 2011 the company raised fund by way of further issue of shares for the purpose of expansion, working capital requirements etc. The company came out with Qualified Institutional Placement issue worth Rs. 25,70,45,000, 10180000 equity shares of Rs. 10/- each at the price of Rs. 25.25 per share, i. e. at premium of Rs. 15.25 per share. The company already utilized the fund for the purchase of property at Raipur from for the development.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion Analysis, Corporate Governance Report, Managing Director's and Auditor's Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

EMPLOYEE RELATIONS

The relationship of your company with its employees remained cordial throughout the year. The company has various policies and procedures to attract and retain its employees. The company provides training on various soft skills, domain knowledge and effective communication skills. Your company is focused on improving the overall experience including health and mental well being of its employees; and to that end it regularly conducts health checks. The company also provides many benefits and incentives to its employees including to help motivate and retain valued employees.

ACKNOWLEDGEMENT

The Directors wish to put on record their appreciation of the wholehearted, sincere co-operation and support received by the company from the Bankers, Clientele, Suppliers and Government Authorities.

The Directors also wish to place on record deep appreciation of the contribution made by all the executives and employees for the growth of the company.

For and on behalf of the Board of Directors EXCEL INFOWAYS LTD

Lakhmendra Khurana Ranjana Khurana Managing Director Executive Director

Place : Mumbai Date : 11th August, 2011

Mar 31, 2010

The Directors have pleasure in presenting their Eighth Directors Report along with the Audited Accounts of the company for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS (Rs. In Thousand)

For the year For the year

ended 31-3-2010 ended 31-3-2009

Income from Operation

and other income 206974.27 186292.95

Profit before Depreciation 149565.85 140171.03

Less: Depreciation 8623.78 8335.58

Profit before Tax 140942.08 131835.45

Provision for Tax 26120.68 15830.34

Deferred Tax (369.40) 663.85

Fringe Benefit Tax - 206.51

MAT credit Entitlement (23448.71) (33373.23)

Profit after Tax 138639.50 148507.97

Less: Prior period adjustments 425.79 1467.88

Add: Balance b/f. From last year 362007.31 214967.21

Amount available for appropriation 500221.02 362007.31

Less: Dividend 21168.78 -

Less: Dividend Tax 3597.63 -

Balance carried to Balance Sheet 475454.61 362007.31

OPERATIONS

Your company is one of the fast growing companies in IT enabled services Industry providing effective business solutions to the Global and Indian companies with excellence in the technology and robust processes. Company has continued to win new assignments as well as achieved growth in traditional areas of BPO/IT enabled services which have significant growth potential in the years to come.

Your company is ISO 27001:2005 (Formerly known as BS 7799-2:2002) certified and is a Customer Contact Center based in India, offering a range of customer care services including telecom fulfillment center, providing technical services, financial services, healthcare, outbound sales and Marketing, voice, email response, real-time chat, knowledge management, eCRM architecture and other value added services, where each component of service delivery is critical.

Your company has the resources, technology and operational expertise in place to help companies expand globally and exceed their customer sales, services and marketing expectations with its reputation for quality, investment in technology and qualified personnel to give the edge to succeed.

During the year, company could sustain its level of profitability as last year and continued to make progress on its planned path of growth. Income from operations was Rs. 2041.61 lakhs for the year ended on 31st March, 2010 .The Profit before tax is Rs. 1409.42 lakhs.

OUTLOOK

Strategic vision of company is to be the global leader in IT consulting and solutions for small, medium and large businesses. The key elements of our business strategy are as follows:

Growth in our existing client relationships

Your company believes that there are significant opportunities for additional growth within its existing client base. Company intends to leverage its domain expertise, close relationship with its clients to expand the scope of current services as well as to provide services in new areas and business.

Development of new client relationships

Company continued to develop new client relationship across various industries. Company has appointed highly talented, educated and experienced Business Development Manager for the development of new client base. Management anticipates new business growth to increase with these investments.

DIVIDEND

The management is pleased to recommend final dividend at the rate of Rs. 1/- per share on 2,11,68,779 shares of Rs. 10 /- each i.e. 10% on each equity share of the company, total outgo on account of dividend shall be Rs. 211,687,79 subject to tax.

DIRECTORS

Mr. Ravi Sinha and Ms Bela Ash , Directors retires by rotation and being eligible offer themselves for reappointment.

DEPOSITS

Your company has not accepted any fixed deposits -/s 58A of the Companies Act, 1956, from the Public. As such, no amount of Principal or Interest is outstanding as on the Balance Sheet date.

EMPLOYEES

No Employee draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s. S. G. Kabra & Co., Chartered Accountants retire at the ensuing Annual General Meeting and according to a Certificate received from them u/s 224(1-B) of the Companies Act, 1956 are eligible for re-appointment. The members are recommended to re-appoint them as the Auditors of the company.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors Report:

- That in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies in consultation with the statutory auditors 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 of the company for the financial year;

- That the Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the.

- Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- That the Directors have prepared the annual accounts on a going concern basis.

INTERNAL CONTROL SYSTEMS

The company has well-defined internal control system, procedure and policies which are adequate and commensurate with the size and nature of its business. Adequate checks and balances and control systems are established to ensure that assets of the company are safeguarded and transactions are executed under proper authorization and are properly recorded in the books of account. There exists a proper definition of roles and responsibilities across the organization to ensure information flow and effective monitoring. The quarterly/annual financial statements relating to all significant audit observations and follow up actions arising from them are reviewed by the Board itself.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your company being in the Information Technology Enabled Services (ITES), the provisions relating to conservation of energy and technology absorptions are not applicable. The operation of the company is not energy intensive. However, adequate measures have been taken to conserve and reduce energy consumption. Every effort is taken to reduce the consumption of energy which includes standardization on purchase of energy efficient equipment and accessories, detection and prevention of leak, monitoring load and conducting periodic energy audits, Research and Development.

The company uses the latest technologies for improving the productivity and enhances the quality of customer services.

Foreign Exchange Earnings & Outgo

(Amount in Rs.)

2009-10 2008-09

Earnings 204,647,216 186,040,738

Outgo 28,66,366 44,19,101

SUBSIDIARY

The company formed wholly owned subsidiary company at Dubai viz Excel Info FZE on 16th December, 2009. Consolidated Accounts of the companys subsidiary Excel Info FZE are attached to this annual report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion Analysis, Corporate Governance Report, Managing Directors and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

EMPLOYEE RELATIONS

The relationship of your company with its employees remained cordial throughout the year. The company has various policies and procedures to attract and retain its employees. Most of the employees of your company are well educated and the company provides training on various soft skills, domain knowledge and effective communication skills. Your company is focused on improving the overall experience including health and mental well being of its employees; and to that end it regularly conducts health checks. The company also provides many benefits and incentives to its employees including to help motivate and retain valued employees.

ACKNOWLEDGEMENT

The Directors wish to put on record their appreciation of the wholehearted, sincere co-operation and support received by the company from the Bankers, Clientele, Suppliers and Government Authorities.

The Directors also wish to place on record deep appreciation of the contribution made by all the executives and employees for the growth of the company.

For and on behalf of the Board of Directors

EXCEL INFOWAYS LTD

Lakhmendra Khurana Ranjana Khurana Bela Ash

Managing Director Executive Director Executive Director

Place : Mumbai

Date : 4th August, 2010

Mar 31, 2009

The Directors have pleasure in presenting their Seventh DirectorsÃ Report along with the Audited Accounts of the Company for the year ended 31st March 2009.

FINANCIAL HIGHLIGHTS (Rs. In Thousand)

For the year For the year Ended 31-3-2009 ended 31-3-2008

Income from Operation and other income 186292.95 231523.13

Profit before Depreciation 140171.03 172352.06

Less: Depreciation 8335.58 7450.47

Profit before Tax 131835.45 164901.59

Provision for Tax 15830.34 18621.00

Deferred Tax 663.85 2730.91

Fringe Benefit Tax 206.51 170.00

MAT credit Entitlement 33373.23 -

Profit after Tax 148507.97 143379.68

Less: Prior period adjustments 1467.88 378.31

Add: Balance B/f. From last year 214967.21 152565.84

Amount available for appropriation 362007.31 295567.21

Less: Dividend (interim) - -

Less: Dividend Tax - -

Less: Transferred to General Reserves - -

Bonus Share issue - 80600.00

Balance carried to Balance Sheet 362007.31 214967.21

OPERATIONS

Your Company is one of the fast growing companies in IT enabled services Industry providing effective business solutions to the Global and Indian companies with excellence in the technology and robust processes. Company has continued to win new assignments as well as achieved growth in traditional areas of BPO/IT enabled services which have significant growth potential in the years to come.

Your Company is ISO 27001:2005 (Formerly known as BS 7799-2:2002) certified and is a Customer Contact Center based in India, offering a range of customer care services including telecom fulfillment center, providing technical services, financial services, healthcare, outbound sales and Marketing, voice, email response, real-time chat, knowledge management, eCRM architecture and other value added services, where each component of service delivery is critical.

Your Company has the resources, technology and operational expertise in place to help companies expand globally and exceed their customer sales, services and marketing expectations with its reputation for quality, investment in technology and qualified personnel to give the edge to succeed.

During the year, Company could sustain its level of profitability as last year and continued to make progress on its planned path of growth. Income from operations was Rs. 1860.41 lakhs for the year ended on 31st March, 2009 .The Profit before tax is Rs. 1318.35 lakhs.

OUTLOOK

Strategic vision of Company is to be the global leader in IT consulting and solutions for small, medium and large businesses. The key elements of our business strategy are as follows:

Growth in our existing client relationships

Your Company believes that there are significant opportunities for additional growth within its existing client base. Company intends to leverage its domain expertise, close relationship with its clients to expand the scope of current services as well as to provide services in new areas and business.

Development of new client relationships

Company continued to develop new client relationship across various industries by expanding its capacity by creation of facility for approx. 500 additional seats. Company has appointed highly talented, educated and experienced Business Development Manager for the development of new client base Management anticipates new business growth to increase with these investments

DIVIDEND

The management does not recommend declaration of any final dividend on the equity share capital of the company.

DIRECTORS

Mrs. Ranjana Khurana, Executive Director retires by rotation and being eligible offer herself for reappointment.

DEPOSITS

Your Company has not accepted any fixed deposits u/s 58A of the Companies Act, 1956, from the Public. As such, no amount of Principal or Interest is outstanding as on the Balance Sheet date.

EMPLOYEES

No Employee draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s. S. G. Kabra & Co., Chartered Accountants retire at the ensuing Annual General Meeting and according to a Certificate received from them u/s 224(1-B) of the Companies Act, 1956 are eligible for re-appointment. The members are recommended to re-appoint them as the Auditors of the Company.

DIRECTORSÃ RESPONSIBILITY STATEMENT

The Board of DirectorsÃ Report:

- that in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- that the Directors have selected such accounting policies in consultation with the statutory auditors 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 of the Company for the financial year;

- that the Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the

- Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the Directors have prepared the annual accounts on a going concern basis.

INTERNAL CONTROL SYSTEMS

The Company has well-defined and documented internal control system, procedure and policies which are adequate and commensurate with the size and nature of its business.

Adequate checks and balances and control systems are established to ensure that assets of the company are safeguarded and transactions are executed under proper authorization and are properly recorded in the books of account. There exists a proper definition of roles and responsibilities across the organization to ensure information flow and effective monitoring. The Company has an independent Internal Audit carried out by a firm of chartered accountants. The internal audit reports and the quarterly/annual financial statements relating to all significant audit observations and follow up actions arising from them are reviewed by the Board itself.

AUDIT COMMITTEE

During the financial year the company has constituted three committees viz. Audit Committee, Remuneration Committee and Shareholders Grievance Committee. The Audit Committee is constituted to monitor and provide effective supervision of the managementÃs financial reporting progress with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting. The Committee oversees the work carried out by the management, internal auditors on the financial reporting process and the safeguards employed by them. Composition of the Audit Committee is as follow:

Name of Members Designation

Mr. Binoy Gupta Chairman

Mr. Ravi Prakash Sinha Member

Mr. R.M. Joshi Member

Ms. Bhavana Shah Secretary

Remuneration Committee handles matters pertaining to the remuneration payable including any revision in the remuneration payable to executive / non executive Directors and recommends to the Board, the remuneration package of the CompanyÃs Directors. Composition of the Remuneration Committee is as follow:

Name of Members Designation

Mr. Binoy Gupta Chairman

Mr. Ravi Prakash Sinha Member

Mr. R.M. Joshi Member

Ms. Bhavana Shah Secretary

The terms of reference of the Shareholders / Investor Grievances Committee is to look into the redressal of shareholder and investors complaints like transfer of shares, non- receipt of balance sheet, non-receipt of declared dividend etc. Composition of the Remuneration Committee is as follow:

Name of Members Designation

Mr. R.M. Joshi Chairman

Mr. Ravi Prakash Sinha Member

Mr. Lakhmendra Khurana Member

Ms. Bhavana Shah Secretary

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The CompanyÃs business does not entail conservation of energy, technology absorption. Your Company being in the Information Technology Enabled Services (ITES), the provisions relating to conservation of energy and technology absorptions are not applicable. The operation of the Company is not energy intensive. However, adequate measures have been taken to conserve and reduce energy consumption. Every effort is taken to reduce the consumption of energy which includes standardization on purchase of energy efficient equipment and accessories, detection and prevention of leak, monitoring load and conducting periodic energy audits. Research and Development:

The Company uses the latest technologies for improving the productivity and enhances the quality of customer services.

Foreign Exchange Earnings & Outgo

(Amount in Rs.)

2008-09 2007-08

Earnings 186040738 230911000

Outgo 4419101 10073000

SUBSIDIARY

The companyÃs subsidiary in Ras Al Khaimah, United Arab Emirates by the name of Excel Infoways Trading FZE was closed down during the year. Accounts of the subsidiary company are attached herewith. During the year no operations or activity has been undertaken by the subsidiary company.

EMPLOYEE RELATIONS

The relationship of your Company with its employees remained cordial throughout the year. The Company has various policies and procedures to attract and retain its employees. Most of the employees of your Company are well educated and the Company provides training on various soft skills, domain knowledge and effective communication skills. Your Company is focused on improving the overall experience including health and mental well being of its employees; and to that end it regularly conducts health checks. The Company also provides many benefits and incentives to its employees including to help motivate and retain valued employees.

INDUSTRY OVERVIEW AND BUSINESS OUTLOOK

The companys established presence across its service offerings uniquely positions it to bid for large projects from clients and service. Client addition has been steady and pipeline of customers is very good. The outsourcing of business processes (BPO) to third-party providers has become a sizable and growing industry. Companies use BPO services to garner higher profits by managing growth at reduced risk levels, while retaining competitiveness. BPO provides the means to service an enterprises critical yet non-core functions at lower operating costs than would be incurred by performing the functions in-house.

The Company is planning to expand its delivery arms by setting up additional contact centers, as and when the need arises both in and outside India and increase services to active clients across the globe.

ACKNOWLEDGEMENT

The Directors wish to put on record their appreciation of the wholehearted, sincere co- operation and support received by the Company from the Bankers, Clientele, Suppliers and Government Authorities.

The Directors also wish to place on record deep appreciation of the contribution made by all the executives and employees for the growth of the Company.

For and on behalf of the Board of Directors EXCEL INFOWAYS LTD

Lakhmendra Khurana Ranjana Khurana Bela Ash Managing Director Executive Director Executive Director

Place : Mumbai Date: 04.06.2009

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