As on: Sep 04, 2026 12:05 PM
To,
The Members,
Excel Industries Limited
Your Directors are pleased to present the Directors Report for the year 2025-26 forming part of the 65th Annual Report including the Audited Financial Statements for the year ended 31st March, 2026 together with the Auditors Report thereon.
FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended 31st March, 2026 is summarized below:
DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
Your Directors have recommended a dividend of ' 13.75/- (275%) per equity share of Face Value of ' 5 each for the financial year 2025-26 same as last year's dividend of ' 13.75/- (275%) per equity share paid for the financial year 2024 - 25. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.
The Board has formulated a dividend distribution policy in pursuance to amendment to regulation 43A of the SEBI Listing Regulations vide its notification no. SEBI/LAD-NRO/GN/2021/22 dated 5th May, 2021. The dividend distribution policy of the Company lays down the parameters that the Board will consider for recommendation of dividend from time to time. The policy is available on the website of the Company and can be accessed at https://www.excelind.co.in/policies .
AMOUNT TRANSFERRED TO GENERAL RESERVE
Your Company has not transferred any amount to the General Reserve for the financial year 2025-26.
PERFORMANCE REVIEW
During the year under review, the net revenue from operations increased by 12% from ' 978.07 Crores in FY 2024-25 to ' 1094.25 Crores, largely due to improvement in demand of key products supported by better price realization. Company's profit before tax decreased by 14% from ' 110.91 Crores in FY 2024-25 to ' 95.12 Crores due to increase in key input material costs. Net profit after tax for the year decreased by 12% from ' 83.50 Crores to ' 73.40 Crores.
The Reserves excluding revaluation reserves as on 31.03.2026 are at ' 1,214.96 Crores.
MODERNIZATION / EXPANSION
In December 2025, the Company had announced signing a long-term supply agreement (binding term sheet) with an Indian specialty chemicals company for supply of a specialty chemical. To service the requirements against this agreement, the Company undertook the commissioning of dedicated setup at its Roha location. The project was successfully completed in July 2026.
We also began project work to commission manufacturing capacity for a new biocide product. This is expected to go onstream in Q3 of 2026-27.
We successfully completed the expansion at Lote for production of our existing biocide product. This was successfully commissioned in November 2025.
We also upgraded the pilot plants at Roha and Lote. This will greatly help us with our new product developments and launches.
ENVIRONMENT, HEALTH AND SAFETY
Environment:
To increase the green cover at Roha site, we have newly planted about 180 evergreen trees inside the factory and named it as "Bakul Ban" to reduce our Carbon footprint as a step towards Sustainable development. Our existing Rainwater harvesting facility of 300 cubic meters has been given a facelift which is located inside the "Vrindavan Garden".
Both these initiatives have improved Greenery and Biodiversity.
This year the visual display and storm water drainage system of Roha site has completely revamped. Similar, Lote and Vizag sites have also initiated activities on similar lines.
A Sewage Treatment Plant (STP) is being constructed at Roha site to decrease our Water footprint in future. It is expected to be commissioned by September - October 2026.
Our incinerable wastes are now being pre-processed and co-processed to reduce our Carbon footprint.
Similarly, both our sites have received Extended Producer Responsibility (EPR) certificate "Under rule 13(2) of the Plastic Waste Management Rules 2016", from MPCB. This is an unique step forward for Life Cycle management of products for our customers.
As an initiative towards reduction of our Carbon Footprint, we completed the calculation of Scope 3 GHG emissions for all our sites and Head Office. This will lead us to understand and develop suitable actions to lower them appropriately.
This year we conducted the Product Carbon Footprint (PCF) for seven of our Finished Goods to understand its environment impact from Cradle to Gate and Cradle to Customer's Gate. This will enable us to understand their Carbon Footprints originating from various sources. Health and Safety:
In 2024-25, we initiated training on six elements of Process Safety at our Roha site through a renowned external consultant. This year the training was extended to three sites, and all the modules were completed. Stepwise implementation of the PSM elements is in progress at the shop floor.
In 2025-26, a novel idea of inter-site Safety audit focused on sharing the best practices of all the sites has been started quarterly. Similarly, we are also doing a mutual sharing of site wise EHS developments monthly.
This year we conducted the Journey Risk Assessment (JRA) of the major routes covering major customers through which our Finished goods are dispatched from Roha and Lote site. The route of Hazardous waste disposal was also completed.
TECHNOLOGICAL UPGRADATION AND R & D-
The Company inaugurated its Corporate R&D facility at Rabale, Navi Mumbai in October 2025 to boost its new product development. The synthesis lab is governed by 6 scientists, is maintained under HVAC and has 12 fume hoods. Advanced instruments like GC-MS, LC-MS, ICP-MS etc, have been installed at the ADL lab to support analytical method development, impurity characterization etc.
Efforts are also in way to develop Vapor phase reactions for product development and R&D and Pilot scale.
There is a plan to set up kilo lab facility for scale up to 10-20 liters, in future.
At R&D Roha site, six new fume hoods have been installed for faster bench scale development. To enhance occupational health, spot extractors have been installed at ADL lab of Roha and Lote R&D. Similarly, dehumidifiers were installed to maintain humidity in the lab. ADL lab has been upgraded with latest software's of GC and HPLC, with data security.
AWARDS:-
2025: "ICC - ALKYL AMINES" Prof. M. M. Sharma award for Excellence in Process Design and Engineering.
2025: FICCI Chemicals and Petrochemicals Awards: "Best Green Process" Award under the Chemical Sector (Non-MSME category). 2025: Pesticides Manufacturers & Formulators Association of India (PMFAI) "Company of the Year - Ancillary".
2025: Pesticides Manufacturers & Formulators Association of India (PMFAI) "Social Responsibility".
INSURANCE
The Company continues to carry adequate insurance cover for all its assets against unforeseeable perils like fire, flood, earthquake, etc. The Company continues to maintain consequential Loss (Fire) Policy and the Public Liability Insurance Policy as per the provisions of Public Liability Insurance Act. The Company has also taken a Directors and Officers' Responsibility Policy. All the employees of the Company are insured.
HUMAN RESOURCES
At Excel, the Company continued to focus on building a future-ready organization by strengthening leadership capability, developing internal talent, and driving organizational effectiveness. During FY 2025-26, significant emphasis was placed on succession planning and creating a strong pipeline of future leaders across functions.
A key initiative during the year was the strengthening of the Excel Learning Academy under the Young Leaders' framework, aimed at grooming high-potential employees for larger and business-critical roles. Through structured development journeys, leadership assessments, mentoring by senior leaders, coaching interventions and cross-functional exposure, the program focused on building leadership readiness and creating a sustainable internal talent pipeline.
The Company also strengthened distributed decision-making and accountability by enhancing operational structures across sites and functions. Executive coaching initiatives for identified leaders further supported capability building and succession readiness aligned with long-term business objectives.
The BloomGrowth? platform continued to strengthen organizational alignment by enabling structured tracking of business objectives, KRAs, project milestones and delivery priorities across functions. This has improved collaboration, visibility and execution discipline across the Company.
During the year, the organization undertook preparatory initiatives towards alignment with the Labour Codes, including review of compensation structures and related HR processes to ensure compliance readiness and operational effectiveness.
All company locations continued to operate smoothly with strong support from employee-centric policies, proactive industrial relations practices, and continued focus on employee engagement and well-being.
As of March 31,2026, employee strength stood at 1,162.
SOLAR POWER TO SIGNIFICANTLY REDUCE COMPANY'S CARBON FOOTPRINT
Excel has made a significant stride towards sustainability and environmental responsibility with the successful implementation of our solar power venture. This initiative has notably reduced our reliance on conventional energy sources, with renewable power now meeting an impressive 49% of our total power requirements at plants in Maharashtra.
The decision to invest in solar power was driven by a dual objective: to achieve long-term cost savings through reduced electricity bills and, more importantly, to actively minimizing our carbon footprint and contributing to a cleaner energy future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. Also, there has been no change in the nature of business of the Company.
PUBLIC DEPOSITS
Details of deposits, covered under Chapter V of the Act are as under:
(a) The Company stopped accepting and renewing fixed deposits with effect from 1st April, 2014.
(b) There are no existing deposits from the public and the shareholders of the Company at the end of the FY 2025-26. There are no unclaimed deposits as on 31st March, 2026.
(c) There has been no default in repayment of deposits or payment of interest thereon during the year under review.
(d) All unclaimed deposits of the Company are in compliance with the requirements of Chapter V of the Act.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The loans, guarantees or investments made by the Company during the financial year 2025-26 are provided in Notes to Standalone Financial Statements.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
As on 31st March, 2026 the Company has three subsidiaries, namely, Kamaljyot Investments Limited, Excel Bio Resources Limited and Excel Rajkot C&D Waste Recycling Pvt. Ltd and has one Associate company M/s First Energy 7 Pvt. Ltd.
Mobitrash Recycle Ventures Private Limited, an erstwhile Associate Company, is involved in recycling of all kinds of waste and scrap and providing EPR (Extended Producer Responsibility) solutions. During the year, the M/s Kamaljyot Investments Limited and M/s Excel Bio Resources Limited (Wholly-owned Subsidiaries) divested its entire equity investment comprising a 39.98% stake in Mobitrash Recycle Ventures Private Limited by transferring the shares to Mr. Ashwin C. Shroff on November 21, 2025. Consequently, Mobitrash Recycle Ventures Private Limited ceased to be an associate of Excel Industries Limited as at the year ending March 31,2026.
The salient features of the financial statements of the subsidiaries and the associate companies as required under section 129 (3) of the Companies Act, 2013 are furnished in Form AOC - 1, forming part of the financial statements.
The financial statements of the subsidiary companies are not attached with this Annual Report. However, the Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same in accordance with section 136 of the Companies Act, 2013. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and are also available on the Company's website: http://excelind.co.in/annualReports.html . The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.
Kamaljyot Investments Limited (KIL) is an Investment Company registered under the provisions of RBI Act as a NBFC. The total income for the year 2025-26 is ' 314.05 Lakhs and Profit after tax is ' 190.52 Lakhs.
Excel Bio-Resources Ltd. (EBRL) is a Company formed for carrying on the business of processing all kinds of waste including but not limited to municipal solid waste, urban waste, domestic waste, industrial waste, food processing waste etc and manufacturing of Chemicals. The turnover for the year 2025-26 was ' 86.88 Lakhs. The Company made a loss of ' 6.18 Lakhs after taxation.
Excel Rajkot C&D Waste Recycling Private Limited is a special purpose vehicle formed for the execution of Project awarded by Rajkot Municipal Corporation (RMC) for erection of a Construction and Demolition (C&D) Waste management plant and processing of C&D waste of Rajkot city. The Company processes the C&D waste delivered by the RMC and manufacture aggregates and value- added products from the treated C&D waste. The turnover for the year 2025-26 was ' 27.22 lakhs. The Company made a loss of ' 42.43 Lakhs after taxation.
First Energy 7 Private Limited. (FE7PL) is a special purpose company formed to develop, construct, operate and maintain renewable energy based power plant. In view of the requirements of the Electricity Act and corresponding Rules, the Company has acquired 28.83 percent of equity share capital of FE7PL to source part of its electricity requirements from electricity generated by FE7PL. As per provisions of section 2 (6) of the Companies Act, 2013, FE7PL is an associate of the Company. However, as per provisions
of Indian Accounting Standard 28, accounts of FE7PL is not required to be included in the consolidated financial statements of the Company for the year 2025-26. The loss after tax of FE7PL is ' 20.57 lakhs for the year 2025-26.
The contribution of the aforesaid subsidiaries and associate company to the overall performance of the Company is to the extent as provided in the consolidated financial statements of the Company.
The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company's website at the link https://www.excelind.co.in/policies/ .
NUMBER OF MEETINGS OF THE BOARD
During the FY 2025-26, eight meetings of the Board of Directors were held, details of the meetings held are provided in the Corporate Governance Report forming part of this Annual Report.
DIRECTORS
APPOINTMENTS AND RESIGNATIONS OF DIRECTORS
In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Hrishit A. Shroff, Executive Director of the Company, will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers himself for re-appointment.
Mr. Dinesh Bhagat, Nominee Director, stepped down from the Board of the Company with effect from 24.03.2026 in compliance with the LIC directives
Mr. Mahtabuzzaman, was appointed as Nominee Director of the Company with effect from 22.05.2026 in compliance with the LIC directives
The brief resume of the Director to be re-appointed at this AGM and other related information are provided in Annexure I to the Notice of the Annual General Meeting.
KEY MANAGERIAL PERSONNEL
Mr. Ashwin C. Shroff, Executive Chairman, Mr. Ravi A. Shroff, Managing Director, Mr. Hrishit A. Shroff, Executive Director, Mr. Pradeep Ghattu, President and COO, Mr. Devendra Dosi, Chief Financial Officer and Mr. Surendra Singhvi, Company Secretary are the key managerial personnel (KMP) of the Company.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure I, forming part of this Report.
INDEPENDENT DIRECTOR
(i) Declaration from Independent Directors
The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(ii) Criteria for Performance Evaluation
>Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness for and attendance at the meetings, understanding of Company's operations and business, and contribution at Board Meetings.
(iii) Details of Familiarization Programme
The Directors are apprised with of their roles and responsibilities and business of the Company at the time of joining. Further, they are regularly updated with the regulatory changes and business development at the Board Meetings. The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link https://www.excelind.co.in/programmes .
EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee has formulated a Nomination and Remuneration Policy which lays down the criteria and manner of Performance Evaluation of the Board as a whole, its Committees and individual Directors. The Nomination and Remuneration Policy of the Company as approved by the Board may be accessed on the Company's website at the link https:// www.excelind.co.in/policies
Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a formal annual evaluation of the performance of the Board, its Committees and of individual directors.
The Board as a whole is evaluated inter-alia on its ability to effectively guide and advise the management on the business affairs, to help management in formulating operational and strategic plans and to take decisions in the best interest of the organization. The Committees of the Board are evaluated on their ability to address effectively the matters delegated to them in the charter and the quality of the recommendations they make to the Board for taking appropriate decisions.
The evaluation of each of the director was done, inter-alia, on the basis of his advisory role and contribution in the decision making, understanding of Company's business and risks and on the basis of the overall directions and guidance provided to the senior executives.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the year were at arm's length basis and in the ordinary course of business. There was no material related party transaction during the year, therefore Form AOC - 2 is not provided.
All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval is obtained on a yearly basis for transactions which are of repetitive nature and are anticipated to be entered during the year. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee for review on a quarterly basis. All related party transactions during the year are mentioned in the Notes to the Financial Statements. Anshul Specialty Molecules Pvt. Ltd. is a part of the Promoter group and holds 42.63% of the share capital of the Company. In pursuance to regulation 2A of Schedule V of the SEBI (Listing Obligations and Requirements) Regulations, 2015, the transactions with Anshul Specialty Molecules Pvt Ltd are provided in Notes to Financial Statements. The Related Party Transaction Policy of the Company as approved by the Board may be accessed on the Company's website at the link https://www.excelind.co.in/consolidated-related-party-transactions .
Non-Executive Directors including Independent Directors are not considered as Key Managerial Personnel (KMP) of the Company in view of the definition of KMP under Section 203 of the Companies Act, 2013. However, under Indian Accounting Standard (Ind AS) 24, Non-Executive Directors including Independent Directors of the Company are considered as KMP, hence it is accordingly mentioned in the Notes to the Financial Statements.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES
Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed "Whistle Blower Policy" for Directors and employees of the Company for reporting their genuine concerns or grievances or cases of actual or suspected fraud or violation of the Company's Code of Conduct and Ethics Policy. The Whistle Blower Policy of the Company is available on the Company's website at https://excelind.co.in/policies .
NOMINATION AND REMUNERATION POLICY
The Company has a Nomination and Remuneration Policy for appointment and remuneration of the directors, key managerial personnel (KMP) and senior management personnel. The appointment and remuneration of the directors, key managerial personnel (KMP) and senior management personnel is approved by the Board on the recommendation of Nomination and Remuneration Committee.
The key objectives of the Policy are to lay down the criteria for appointment and remuneration of Directors, Key Managerial Personnel and Executives at Senior Management level and formulate the criteria and manner of effective evaluation of performance of the Board, its Committees and individual directors and review its implementation and compliance.
The Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a director, and expertise and experience required for appointment of Directors, KMP and Senior Management.
As per the Policy, the remuneration/ compensation to whole time Directors and senior management shall be recommended by the Nomination and Remuneration Committee to the Board for its approval. However, the remuneration / compensation to whole-time Directors shall be subject to the approval of the shareholders of the Company and will be in accordance with Section 197 of the Companies Act, 2013 read with Schedule V to the Act. Further, the Non-Executive Directors shall be entitled to fees for attending meetings of Board and Committees and commission within the overall limit prescribed in the Companies Act, 2013 and as approved by the shareholders of the Company. Commission to the Non-Executive Directors is approved by the Board.
The Nomination and Remuneration Policy is available on the Company's website at https://excelind.co.in/policies .
CORPORATE SOCIAL RESPONSIBILITY
The Company firmly believes that the industry owes duty of welfare to the society at large and it shall pursue the commitment of Social Responsibility and carry out the social work directly and/ or through other registered voluntary organizations.
The Company's policy on Corporate Social Responsibility states various CSR activities that the Company could undertake to discharge its responsibilities towards the society. The Company's Policy on Corporate Social Responsibility can be accessed at https://excelind.co.in/policies .
In the FY 2025-26, the Company has undertaken various CSR activities at Roha, Lote, Mandvi and Mumbai. The CSR activities include Conservation of Natural Resources, Rural Development, Agriculture support, community infrastructure, animal welfare, women empowerment, Promotion of Education, Preventive Health Care, and ensuring Environmental Sustainability.
For the year ended 31st March, 2026, the Company has spent ' 174.32 Lakhs including set off of ' 1.82 lacs carried forward from the previous financial years, on aforesaid CSR activities directly or through other registered not-for-profit organizations like Vivekanand Research & Training Institute, etc.
Details on CSR spending as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out in Annexure II, forming part of this Report.
BUSINESS RESPONSIBILITY SUSTAINABILITY REPORTING (BRSR)
SEBI vide its notification No. SEBI/LAD-NRO/GN/2021/22 dated 5th May, 2021 has mandated submission of a BRSR for top thousand listed companies based on market capitalization. The Company does not fall in the list of top thousand listed companies as on 31st March, 2026. However, the Company continues to publish its BRSR, which forms part of this Annual Report, as per Regulation 34 of the Listing Regulations.
The BRSR envisages Company's endeavor to perform its operations in line with the principles as laid down in the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business' notified by Ministry of Corporate Affairs (MCA).
RISK MANAGEMENT
The Risk Management Committee of your company is currently composed of four Members including two independent Directors, the Managing Director and the President and Chief Operating Officer.
On the recommendation of the Risk Management Committee, the Board has approved a Risk Management Policy. Your Company recognizes that risk is an integral part of business process and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses the current and future risks existing in the internal and external environment and initiates actions to mitigate them. The Company has formulated a detailed risk management policy. The policy is available on the website of the Company and can be accessed at https://excelind.co.in/policies .
Your Company, through its risk management process, strives to mitigate the impact and likelihood of the risks within the risk taking ability as agreed from time to time with the Board of Directors.
There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.
AUDIT COMMITTEE
The Audit Committee of Directors as on 31st March, 2026 comprised of Mr. Rajesh Varma (Chairman of the Committee), Mr. Ninad Gupte, Mr. Vihang Virkar and Mr. Ravi A Shroff. All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company. The terms of reference and other details of the Audit Committee are available in the Corporate Governance Report forming part of this Annual Report.
AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS
At the 61st Annual General Meeting of the Company held on 23rd September, 2022, the members of the Company re-appointed Price Water House, Chartered Accountants, LLP (Registration No. 012754N/N500016), as the Auditors of the Company for a second term of 5(five) consecutive years from the conclusion of the 61st annual general meeting until the conclusion of the 66th annual general meeting.
The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report on the Financial Statements for the year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer and notes thereto are self-explanatory and do not require any explanations.
SECRETARIAL AUDITOR
At the 64th Annual General Meeting of the Company held on 21st August, 2025, the members of the Company appointed M/s P. Diwan & Associates, Company Secretaries, (Firm Registration No. MU000011288), as Secretarial Auditors of the Company for a term of five consecutive years commencing from 01st April, 2025 till 31st March, 2030.
M/s P. Diwan & Associates vide their letter dated 29th April, 2026, confirmed that they continue to meet all applicable eligibility requirements.
The Secretarial Audit Report of the Company issued by M/s P. Diwan & Associates for the financial year ended 31st March 2026 is attached with this Report as Annexure III.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
COST AUDITORS
As per the requirements of Section 148 of the Companies Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records. Accordingly, the cost accounts and records have been prepared and maintained relating to applicable products.
The Board of Directors at its meeting held on 22nd May, 2026 had appointed M/s Kishore Bhatia & Associates (Firm Registration No. 00294), Cost Accountants, as the Cost Auditors of the Company for the financial year 2026-27 to conduct cost audit of all the applicable products of the Company. The Cost Audit Report for the year ended 31st March, 2026, which is required to be filed with the Ministry of Corporate Affairs on or before 12.09.2026.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Your Company continues to follow the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the mandatory
requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis and Corporate Governance Report together with Auditors' Certificate thereon form part of this Report.
ANNUAL RETURN
Pursuant to provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company's website at https://www.excelind.co.in/annual-returns .
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information on conservation of energy and technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in Annexure IV, forming part of this Report.
MATERIAL ORDERS PASSED BY THE REGULATORY AUTHORITIES OR COURT
There is no significant material order passed by the regulators / courts / tribunals which can impact the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has adequate systems of internal financial controls to safeguard and protect its assets from unauthorized use or misappropriation. All the financial transactions are properly authorized, recorded and reported to the Management. The Company follows all the applicable Accounting Standards for proper maintenance of books of accounts for financial reporting.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards have been duly followed by the Company. The Secretarial Auditor in his Secretarial Audit report confirms the same.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2026, the Board of Directors hereby confirms that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period;
(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they had prepared the annual accounts on a going concern basis;
(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
The reports of Statutory Auditors and Secretarial Auditors are free from any qualification, reservation or adverse remark or disclaimer.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace. All individuals who are at the Company's premises, irrespective whether employees of the Company or outsiders are covered under this Policy. The Company has constituted an Internal Complaints committee to consider and resolve sexual harassment complaints lodged with the Committee. The constitution of the Committee is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
(a) number of complaints of sexual harassment received in the year- Nil
(b) number of complaints disposed off during the year- Nil
(c) number of cases pending for more than ninety days- Nil
INSOLVENCY AND BANKRUPTCY CODE
The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.
MATERNITY BENEFITS ACT, 1961
The Company has complied with the provisions relating to the Maternity Benefit Act, 1961 and the Rules made there under - The details of the Compliances are as follows:
No of women who have claimed maternity benefit u/s 6 : 1
No. of women who were paid maternity benefits for actual birth/miscarriage leave benefit: 1 No. of women who were paid maternity benefits u/s 7 : 0 Total amount of maternity benefit paid : ' 4,67,214/- Amount of medical benefit paid : Nil
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the support and co-operation received from the Shareholders, Government Authorities, Bankers, Investors, Customers and Suppliers.
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