About Excel Industries Ltd

Excel Industries, incorporated in 1960 is part of A C Shroff's Excel Group and is into manufacture of industrial chemicals, speciality chemicals, bio-fertilisers and bio-remediation technologies. As part of its restructuring plan the company has divested its Agri business(Pesticides) to Excel Crop Care Ltd(erstwhile West Coast Oxygen Ltd), a group company w.e.f April 1, 2002. Global Pesticide major Nufam of Australia is expected to pick up a sizeable stake in the Excel Crop Care Ltd. Even though the Tata Group acquired an financial interest in this company Excel Industries is continue to be managed by members of the Shroff family. To bring more foucus on each busines line of activity the company has restructured its business under four divisions i.e Agri Business, Chemicals Business, Environ & Biotech Business and Life Sciences Business supported by appropriate corporate functions in FY 1999-2000. The company further commissioned the plant for manufacture of Celrich at Ahmedabad having a treatement capacity of 500 MT of waste per day during 1999-2000. During 2000-2001, the Company successfully commissioned the plant to manufacture special purpose Polymer Additive having a capacity of 200 tonnes per annum and also carried out substantial expansion of production capacity of Phosphonates from 5000 tonnes per annum to 7000 tonnes per annum at its Lote Parshuram Unit. The company has also launched 3 new formulations under the brand name of Celcron,Hexzol and Bipex. The Chemicals Business division has successfully commissioned 2 plants viz 200 TPA mining chemicals plant and 200 TPA to manfacture speciality chemicals. Erstwhile Agri Business : The company received the ISO 9002 certification for its Bhavnagar unit in 1995, becoming the first Indian agro-chemical company to achieve this distinction. It made a beginning in new businesses like micro-irrigation systems, seeds, etc, through a combination of marketing and manufacturing efforts. The plant to produce butenediol, one of the major raw materials needed for the production of endosulfan, was expanded in 1994-95. EIL also successsfully converted the Endosulfan Plant at Bhavnagar enabling consumption of non Ozone Depleting solvent in place of Ozone Depleting Solvent, as required under the Montreal Protocol. During 2001-02 the Agribusiness division has expanded its manufacturing capacity of Organophosphorous Compounds at this division. With effect from October, 2001 Waman Industrial Chemicals Ltd a company with production of Phsophorous Pentasulphie was amalgamated with EIL Ltd. During 2002-03, the Scheme of Arrangement for Demerger of the Company's Undertaking relating to Agri Business and its transfer to and vesting in Excel Crop Care Limited was implemented and made effective from 1st April, 2002. The Chemicals Business Division completed the project work for the Pharmaceutical Intermediates Plant, which commissioned since then. The Division made re-engineering of Acetyl Chloride plant to manufacture 20% extra quantity at the same time reducing the waste generated. DETC plant at Roha was re-engineered to produce merchantable quantities of Diethyl Thiophosphoric Acid. The Division started implementation of structured EHS application programme at its Roha Plant. Excel Industries (Australia) Pty Limited and Excel Industries (Europe) N. V. ceased to be the subsidiaries of the Company resulting the Scheme of Arrangement. The Company enhanced the capacity of Phosphorous Pentasulphide Plant by 30% in FY 2003-04. During 2005-06, the Company set up production facility for Beta Thymidine (BT), the intermediate for the anti-AIDs drug, and its intermediate Anilide. The polymer additives plant was also modified to facilitate production of different speciality products on campaign manufacturing basis. The Biocel plant at Lote Parashuram was re-engineered to tap out a Chlorophenol product to meet the newly emerged demand for the same in India for the production of an Organophosphorus. Pesticide. During 2005-06, the facilities at Roha were re-engineered to set up a plant to manufacture the pharmaceutical intermediate Beta Thymidine. The Laboratory facilities and systems at both Roha and Lote were upgraded to move towards GLP Standards. The ageing Vapour Absorption Chiller Unit at Roha was replaced with a new design energy saving equipment. Higher capacity brine unit was also procured for Roha to meet the increased seasonal demands of the pesticide intermediate forecast for this year. The Celrich Plant at Ahmedabad was streamlined for smooth and reliable operations at a higher capacity. During 2006-07, the Coal fired Boilers installed on trial basis both at Lote and Roha late last year were completely stabilized in terms of their operation and generated steam at reduced cost contributing to a savings of over Rs. 3.50 crores during the entire year. The focused actions on energy conservation continued in'the year with the installation of vapour absorption chillers at both the sites resulting in lower electricity consumption. The commendable work from the Energy Management Group, particularly at Roha, resulted in bringing down the cost of electrical energy being purchased compared to the previous year and the neighboring industries. The Company has carried out certain process and engineering modifications and through installing certain line balancing equipment has prepared itself to meet increased demands for its products. The Company has also completed expansion of Effluent Treatment Plant at its Roha site. The capacity of Polymer Additive Plant at the Company's Unit at Lote Parshuram increased to 1,000 TPA from 600 TPA by process modification and installation of few balancing equipment during FY 2008-09. Again, capacity of Polymer Inputs Plant at the Company's unit at Lote Parshuram was increased from 1000 MT per Annum to 1500 MT per Annum by addition of certain equipments during FY 2009-10. During the Financial Year 2014-15, the Company completed de-bottle necking of its Organo Phosphorous Intermediate plants. The Chemical Manufacturing Unit of NetMatrix Crop Care Limited at Visakhapatnam, Andhra Pradesh Special Economic Zone (APSEZ), was acquired as a going concern basis thru' Slump Sale on 25th October, 2019.The Company in 2019, increased capacity of DETC & DMTC by 30% and also installed Multiple Effect Evaporator (MEE) system at Roha site. Further, the Lote site of the Company started a solvent recovery system to recycle and reuse various solvents being used in the chemical process. The Research and Development team acquired two pressure reactors to study and develop high pressure Chlorination and Bromination to gain thrust in the market. During 2020-21, Roha Plant introduced automation in their agro intermediate plant in order to improve safety and productivity. Additionally Lote Plant further fine-tuned Solvent Recovery system to improve recovery of various solvents used in the manufacturing. Aligned to market demands, both Roha and Lote Sites upgraded their production capabilities for specific products. Company's existing ERP system was extended to the newly acquired Site at Visakhapatnam. In 2021-22, Multipurpose plant was constructed at Lote Site to increase our capacity for speciality chemical intermediates. Capacity of Phosphonate was further expanded at Lote. At Roha Site, debottlenecking activities resulted in an incremental expansion of an agrochemical intermediate. Your Company also introduced a new molecule Dimethyl Amido thiophosphate. (DMPAT). Automation was further advanced in all the plants to improve safety and productivity. Solvent recovery system was also improved. Waste Water treatment capabilities were further enhanced at both Roha & Lote Sites of moving progressively towards Zero Liquid discharge capabilities. During 2022-23, the Company the capacity of the Polymer additive plant in order to cater to the increased market demand in Lote. Major pharma API capacity was also increased to cater to the market requirement. In Roha, automation was executed in major agrochemical plant for time cycle reduction and better environmental impact. Similarly, boiler and steam transmission lines were audited by external experts to minimise steam transmission losses and additional equipment were provided in the boiler to increase the fuel combustion efficiency resulting into good fuel economy. This resulted in reduction of coal consumption thereby reducing Carbon footprint. In Vizag, chlorine usage and handling capability was introduced. The Company was able to start in-house manufacture of the chlorinated intermediate required for production of the end product.

Excel Industries Ltd Chairman Speech

In an increasingly VUCA world, it is paramount to not just adapt, but to transform and find opportunities within the challenges.

Dear Friends,

It fills me with immense pride and gratitude to once again pen this message for this year's report. Our journey over eight decades has been steered by a staunch commitment to ethical and responsible business practices, coupled with an unwavering dedication to environmental conservation and societal well-being.

In an increasingly VUCA (Volatile, Uncertain, Complex, and Ambiguous) world, it is paramount to not just adapt, but to transform and find opportunities within the challenges. At Excel Industries Ltd., we have ceaselessly strived to perceive these turbulent times through a lens of innovation and resilience. Over the years, we have fostered enduring relationships with our stakeholders, cultivating an environment of trust and collaboration. Our unwavering commitment to excellence permeates every aspect of our operations, from our meticulously maintained production lines to the consistent delivery of high-quality chemicals. We are also fortunate to have built a dedicated workforce that have strongly embodied the values of our organization. Their loyalty and ownership have been the bedrock of our consistent success. It's a testament to our shared vision and resilient corporate culture that we see second and third generations of families choosing to contribute their skills and passions to Excel Industries Ltd. As a conscientious corporate citizen, we hold a deep understanding of our role in stimulating local employment and nurturing an environment conducive to growth. Our commitment extends beyond business, towards the communities that we are privileged to serve. Guided by a profound sense of responsibility towards the environment and society, we uphold the maxim of ‘learn, grow, and give back.' This philosophy is ingrained in our corporate DNA, enabling us to foster an ecosystem of continuous learning, nurture growth opportunities, and actively contribute to society's progress.

The climate change issue is becoming more and more urgent every day as we have been witnessing disastrous impact of climate change so frequently. Its main cause is carbon dioxide. While, on one hand, there is in the need to sequester the CO2 atmosphere (eg. growing seaweeds on large scale), on the other hand, it is equally important to ensure is that further generation of CO2 minimized. Electricity which is mainly fossil fuel derived, plays an generation. important role in CO2 If we are able to consume 30% lesser electricity by changing our lifestyle habits and responsible consumption, by 2030, we will be generation able to minimize CO2 to a significant level. Corporates can play an important role to adopt sustainable business model where both financial stability and environmental sustainability are balanced. We, at Excel and also through our associated organizations, are making efforts through our products and services like soft agri input products, solid waste management, growing of seaweed, lithium battery recycling etc. We are also taking our resolve to minimize electricity consumption by 30% by 2030, if not earlier.

We remain vigilant and receptive to the pulse of the industry, constantly attuned to emerging trends in demand, technology, and other significant market dynamics. This proactive mindset empowers us to stay ahead, to anticipate and adapt rather than merely react. By tapping into our accumulated knowledge and harnessing our inherent ingenuity, we have been successful in generating creative solutions that address real-world problems. This fusion of innovation and practicality not only enhances our product portfolio, but also contributes towards building a sustainable and viable future for all.

In conclusion, I want to express my gratitude to all our stakeholders who have been instrumental in our journey thus far. Together, let us embrace the future with optimism, resilience, and a commitment to innovation.

Best Wishes

Ashwin C. Shroff

Executive Chairman

Reflecting on the past year, we witnessed significant changes in our industry landscape, which brought a unique blend of opportunities and challenges. Notably, we have navigated the upheaval of the COVID crisis, which, despite being largely behind us, has left a lasting impact on the chemical industry. Its effects are visible in the form of opportunities, but also in challenges like inflationary pressures and a recessionary environment.

On a positive side, I am proud to state that India remains a preferred destination for chemical manufacturing, offering extensive prospects for growth. To effectively capitalize on these opportunities, we are actively investing in technology and embracing innovative solutions. Our goal is to strengthen our existing capabilities and expand our product offerings, thus fortifying our market reach/market share. Leveraging technology as a differentiator allows us to enhance our value proposition, even amidst challenging circumstances.

The past year was dynamic, showcasing our resilience and adaptability. We successfully navigated it by focusing on strategic priorities and making swift decisions. Our emphasis was on cost management and to imbibe financial discipline. This approach allowed us to retrieve an equitable balance sheet and provided us the flexibility to invest in growth opportunities. Besides, we continued to focus on getting closer to our customers, adopting new technologies, and enhancing our global market position. By investing in these areas and increasing our outreach programs, we continued to strengthen our global visibility. The volatile pricing scenarios may persist for a while, but we will continue to remain vigilant and adaptable. Capital management and allocation also remain central to our priorities. In the past, we've executed significant capital expenditure, including the acquisition of the Visakhapatnam site and expansion of our existing production capabilities. We have also introduced new products, including in areas of water treatment chemicals, which enhance our capabilities in line with increased volumes. Technological advancements and asset maintenance at our Lote and Roha sites support our growth trajectory, and our Vizag facility has seen expanded volume capabilities for existing and new products.

Looking ahead, we anticipate the industry scenario to continue evolving over the next six to twelve months. Volatility in raw material prices and global macroeconomic environment is likely to put pressure on margins. Agility in response and efficient cost management will be even more important going forward. We will persist in utilizing our capital for technology investment to strengthen our industry leadership position. I am sincerely thankful to all our stakeholders for their resilience and dedication during these testing times. Together, we have overcome many obstacles and are set on a promising path for the future. Let us remain focused, adaptable, and united as we navigate the ever-changing landscape and seize the opportunities that await us.

Warm regards

Ravi A. Shroff

Managing Director

Dear Shareholders,

As we step into the new financial year, there is a profound sense of optimism for our environment and biotech business, with a strong emphasis on the increasing prominence of sustainability, circular economy principles, and eco-friendly practices. India, and the rest of the world, is transitioning decidedly from a linear economy to a circular economy. Dynamic changes in several regulations will pave the way for downstream demand for circular resources. Additionally, there are several voluntary initiatives in the corporate sector that will enhance the speed of transition. After a complete recovery post-pandemic, waste management activities have shown renewed growth across India. Urban local bodies, the real estate sector, corporate sector, hotels, and restaurants have all experienced significant progress under SBM 2.0 & Swachh Survekshan monitoring. The regulations under the Extended Producer Responsibility (EPR) are also getting comprehensive, in width and depth, and will create a favourable framework for offtake of recycled products. We are committed to integrating sustainable strategies and driving circularity in all our processes, working with suppliers, customers and partners. In doing so, we are ensuring our positive contribution towards the well-being of the planet, while driving transition of circular resources in the larger ecosystem. The introduction of EPR in plastic waste, e-waste and battery waste management has further increased the effectiveness and coverage of the Waste Management Rules. Going ahead, the EPR will continue to extend its coverage to other waste management streams like vehicle scrappage and C&D, as well. This has paved the way for a more sustainable approach to waste management, as it ensures that the responsibility for managing waste lies not just with local authorities but also with producers and manufacturers.

At Excel, we take pride in being at the forefront of the ongoing regulatory changes, as they form the foundation for our growth and innovation. Despite the challenges posed by the COVID-19 pandemic, our continuous engagement with clients allowed us to recover and achieve an impressive 200% growth in Decentralized Waste Management during the year. Some of our other significant achievements during the year include: Established market for our two new in-vessel Semi-Automatic Composting Solutions, Bioturn, and Biorapid Received good traction of orders from the B2G segment, particularly from Zonal Level Projects of various Urban Local Bodies (ULBs) into the interior hilly regions of North India Achieved a significant breakthrough in establishing a 5 TPD Biogas Project in Maharashtra, which not only helped in acquiring the much-needed pre-qualification but also enabled us to align with our strategy of comprehensive waste management solutions; besides it is one of the fastest growing streams in waste management with strong impetus from the Government through favorable schemes Ventured into several ambitious strategic areas by setting up C&D waste recycling project at Rajkot, plastic recycling unit in Ahmedabad and by commissioning material recovery facilities in Pune We also made progress in our exports. We achieved timely execution of three end-to-end solution projects in the Philippines. Besides, we have received letter of award from Maldives Clean Environment Project (MCEP) tender for supply of Organic waste solutions to four islands. As we move forward, we remain committed to driving progress, sustainability, and environmental responsibility. Our determination to tackle waste management challenges and contribute to a cleaner world continues to guide our actions and initiatives. We are using these times filled with excitement and change to build strong systems processes, build relationships and partnerships, nurture talent and collaborate across industry value chains.

Best Wishes

Hrishit A. Shroff

Executive Director

Dear Shareholders,

At the start of the FY 2022-23, certain macro developments further complicated the then prevailing VUCA (Volatility, Uncertainty, Complexity & Ambiguity) environment. Ripples due to Russia-Ukraine war and the inventory surplus in the entire value chain across the Chemical Industry dampened the mood and momentum of growth for the Company.

In order to tide over the tough situation anticipated during the year, the Company focussed on efficient cost management, productivity improvements and supply agility.

The Operations Team focussed on further improving the consumption efficiencies, jointly collaborating with the R&D Team. Improvements in solvent recoveries, improving process yield in some of the products were implemented to keep the costs down.

Another area was to reduce inventory across entire value chain, from raw materials to products. This was required to be done without compromising reliability of finished goods delivery to customers. Supply chain teams revisited the lead times required for procurement and where possible, reduced them. Additionally, a flexible strategy on procurement was employed which helped us to remain competitive and thereby retain market share.

Sales & marketing teams coordinated very closely with customers in order to improve demand forecasting and ensure that their orders are fulfilled in time. As a measure of monitoring performance, the team tracked delivery OTIF (On Time In Full) on a monthly basis and implemented improvement actions for the same.

Manufacturing sites focussed on productivity improvements by reviewing capacity utilization, reducing batch cycle times and by increasing batch size where possible. These parameters were tracked on a periodic basis and the improvements implemented.

Overall the uncertain situation continues and the company need to progress on these actions until the growth momentum revives.

Best Wishes

N. R. Kannan

Chief Executive Officer

To,

The Members,

Excel Industries Limited

Your Directors are pleased to present the 62^nd Annual Report on the business affairs of your Company together with the Audited Financial Statements for the year ended 31^st March, 2023 including the Auditors Report thereon.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended 31^st March, 2023 is summarized below:

Rs. /Crores

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Your Directors have recommended a dividend of Rs. 11.25 (225%) per equity share of Face Value of Rs. 5 each as against the dividend of Rs. 22.50 (450%) paid for the previous financial year 2021-22. 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 5^th 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/corporate-governance.html.

AMOUNT TRANSFERRED TO GENERAL RESERVE

Your Company has transferred Rs. 50 crores to the General Reserve for the financial year 2022-23.

PERFORMANCE REVIEW

During the year under review, the net revenue from operations slipped by 7.49% from Rs. 1178.02 Crores in FY 2021-22 to Rs. 1089.82 Crores, largely due to various international business constraints and reduction in sales prices. Company's profit before tax declined by 51% from Rs. 212.10 Crores to Rs. 103.95 Crores largely due to reduction in sales realization, sluggishness in exports volumes and also due to temporary mismatch in the sales prices and input material cost. Consequently, net profit after tax for the year decreased by 51% from Rs. 160.16 Crores to Rs. 78.45 Crores.

The revenue from operations of the Chemicals Division for the year 2022-23 was Rs. 1,067.10 crores ( Rs. 1,152.54 crores for FY 2021-22) and that of the Environment and Biotech Division was Rs. 22.72 crores ( Rs. 25.48 crores for FY 2021-22).

The Reserves excluding revaluation reserves as on 31.03.2023 are at Rs. 985.43 Crores.

CRISIL Limited reviewed and revised its rating outlook on the long term bank facilities of the Company to ‘Stable' from ‘Positive' while reaffirming the rating on long term bank facilities at ‘CRISIL A+' and on short-term bank facilities at ‘CRISIL A1'.

MODERNIZATION / EXPANSION

In Lote, we expanded the capacity of the Polymer additive plant in order to cater to the increased market demand. The capacity of our major pharma API was also increased to cater to the market requirement. In Roha, automation was executed in our major agrochemical plant for time cycle reduction and better environmental impact. Similarly, our boiler and steam transmission lines have been audited by external experts to minimise steam transmission losses and additional equipment have been provided in the boiler to increase the fuel combustion efficiency resulting into good fuel economy. This has resulted in reduction of coal consumption thereby reducing Carbon footprint. In Vizag, chlorine usage and handling capability was successfully introduced. We were able to start in-house manufacture of the chlorinated intermediate required for production of the end product.

ENVIRONMENT, HEALTH AND SAFETY

Non-reportable / first aid cases are showing a declining trend. This is due to increased employee interactions, greater near miss reporting, counselling with employees and proactive classroom and on the job trainings.

This year the company took the Security Vulnerability Assessment (SVA) from experts of Indian Chemical Council to improve our score on Chemical Security. The Company underwent the fourth Responsible Care audit which was conducted by Indian Chemical Council and our Responsible Care Logo has been renewed for next three years.

TECHNOLOGICAL UPGRADATION AND R & D

Company is keeping a conscious focus on developmental studies at R&D for new and existing molecules, with reference to application of Green Chemistry principles, waste water treatability, Energy Conservation and Sustainability.

Our Quality Control laboratories were further upgraded with induction of new instruments like High Pressure Liquid Chromatography, Colorimeter, UV Spectrophotometer and Gas Chromatography to meet the increasing analytical demand, stringent regulatory and customer requirements. Similarly, another Stability chamber was introduced for shelf life studies of new products to be developed at R&D, pilot plant and existing products undergoing process improvements.

We developed two formulations for cooling water chemicals as antiscalant and corrosion inhibitor while another formulation was developed for in house use to remove choking of Multiple effect Evaporators, thereby improving their efficiency enormously. Our application laboratory developed two chelates, as a part of Green Chemistry initiative, to reduce heavy metals from our specialty products.

The laboratory chemical storage facility at Visakhapatnam site has been newly constructed enabling class-wise storage of Chemical reagents with better control, safety and visibility, to meet the Responsible Care Security Code requirements.

Similarly, our water treatment chemicals were audited and approved as per NSF/ANSI 60 standards, Halal and Kosher Certification ensuring their continuity.

AWARDS

During the year, the Company was conferred with the following awards:

1. "Make in India Partnering Award" by Rallis India for a new Agrochemical intermediate, a 100% import substitute.

2. ICC CERTIFICATE OF MERIT for Excellence in Management of Safety in Group A Companies with turnover of more than Rs. 1000 Crores; and

3. FICCI Chemicals and Petrochemicals Awards 2022: Award for "Sustainability: Excellence in Safety''.

4. "ICC – EPSILON CARBON" CERTIFICATE OF MERIT for Best Compliant Company for the Codes under Responsible Care for the year 2022 in "Pollution Prevention Code".

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

Post Covid, the focus area for HR was on building capabilities within the organization for the next growth phase. It was decided to build skills internally and supplement knowledge and skills in certain identified technologies and areas.

The Company continued to focus on opportunities to grow and all round development in its people. As part of the development process and succession planning, "Leaders of Tomorrow" programme which was launched in May 2021 continued to invest in its future leaders by coaching and mentoring to be future-ready. These future leaders have completed their learning journey and will soon be leading some exciting projects.

We continued to attract talent from the industry. The new employees go through process of induction. They are mentored and supported to align themselves with the culture and values of the Company.

Sustained excellence is possible only when employees are greatly motivated to deliver strong performance and positive outcomes. To deliver these, the internal performance management system is being continuously improved to further enhance the quality and delivery orientation in the organization.

As a process, we continued to follow vertical approach and focused on deliverables for the year, as shared by top management. These deliverables were discussed and agreed by each function / business / site. There was a sense of ownership of these company level goals by respective business/ function owners. This helped in setting up KRAs for the year.

All the three sites operated in a smooth manner due to our employee friendly policies and proactive industrial relationship approach. We also signed the Bonus agreement for Lote and Mumbai.

Post Covid, the Company reinstated engagement with employees vigorously and in-person. Many activities were conducted at sites and offices like the long service award ceremony, the annual Pooja etc. Facilities of canteen resumed.

Employee strength of the Company as on 31^st March, 2023 was 1020.

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 1^st April, 2014.

(b) There are no existing deposits from the public and the shareholders of the Company at the end of the FY 2022-23.

Total 6 Deposit holders did not claim their deposits after the date on which the deposits became due for payment. The amount due on such deposits and remaining unclaimed as on 31^st March, 2023, was Rs. 57,600. (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 2022-23 are provided in Notes to Standalone Financial Statements.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has three subsidiaries, namely, Kamaljyot Investments Limited, Excel Bio Resources Limited and Excel Rajkot C&D Waste Recycling Pvt. Ltd. The Company also has two Associate companies, namely, MobiTrash Recycle Ventures Private Limited and ClimaCrew Private Limited. The Subsidiary Company; Excel Rajkot C&D Waste Recycling Pvt. Ltd. was added after the end of the financial year 2022-23. The Company was incorporated on 13^th June, 2023.

The salient features of the financial statements of the subsidiaries and the associate company 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 is an Investment Company registered under the provisions of RBI Act as a NBFC. The total income for the year 2022-23 is Rs. 461.50 lakhs and profit after tax is Rs. 376.01 lakhs.

Excel Bio-Resources Ltd. 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. The total income for the year 2022-23 is Rs. 8.57 lakhs and profit after tax is Rs. 2.38 lakhs.

Mobitrash Recycle Ventures Pvt Ltd is a Company involved in recycling of all kinds of waste and scrap. The total income of the Company for the year 2022-23 is Rs. 659.17 lakhs and profit after tax is Rs. 95.74 lakhs.

ClimaCrew Private Limited (CCPL) was incorporated on 7^th January, 2022. Kamaljyot Investments Limited, the wholly owned subsidiary of the Company, holds 33.33% equity share capital in CCPL. CCPL aims to be a full-stack seaweed platform company for harnessing the economic, social, commercial, nutritional and environmental benefits offered by seaweeds through the development of enabling platforms allowing to create and foster strategic business partnerships seeking national and international scientific collaborations. CCPL commenced its operations on 5^th April, 2022. CCPL suffered a loss of Rs._105.19 lakhs for the year 2022-23. Excel Rajkot C&D Waste Recycling Pvt. Ltd. is a special purpose vehicle formed for the execution of Project awarded by Rajkot Municipal Corporation for erection of a Construction and Demolition (C&D) Waste management plant and processing of C&D waste of Rajkot city. Excel Rajkot C&D Waste Recycling Pvt. Ltd. commenced its operations on 24^th July, 2023.

The contribution of the aforesaid subsidiaries and associate companies 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/corporate-governance.html.

NUMBER OF MEETINGS OF THE BOARD

During the FY 2022-23, six meetings of the Board of Directors were held; details of the meetings held are provided in the Corporate Governance Report forming part of this Annual Report.

APPOINTMENTS AND RESIGNATIONS OF DIRECTORS

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Dipesh K. Shroff, Non-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. Collu Vikas Rao, Nominee Director of the Company stepped down from the Board of the Company with effect from 26^th September, 2022, in compliance with the LIC directives.

Mr. Collu Vikas Rao was appointed as Nominee Director on 25^th March, 2022 and served the Board for a short period of about six months. The Board of Directors place on record its appreciation for the valuable contribution made by him in the decision making of the Company.

Mr. Dinesh Bhagat was appointed as Nominee Director on the Board with effect from 24^th March, 2023 as a nominee of LIC. The members have approved the appointment of Mr. Dinesh Bhagat vide ordinary resolution passed through postal ballot dated 20^th May, 2023.

KEY MANAGERIAL PERSONNEL

Mr. Ashwin C. Shroff, Executive Chairman, Mr. Ravi A. Shroff, Managing Director, Mr. Hrishit A. Shroff, Executive Director, Mr. N. R. Kannan, Chief Executive Officer, Mr. Devendra Dosi, Chief Financial Officer and Mr. Surendra Singhvi, Company Secretary are the key managerial personnel 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.

(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 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/corporate-governance.html.

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

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

The evaluation of each of the director was done, inter-alia, on the basis of his advisory role and contribution in the decision making, understanding of 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 Disclosure 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/corporate-governance.html. 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 Note no. 45 of the Notes to the Standalone 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://www.excelind.co.in/corporate-governance.html.

NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy for appointment and remuneration of the directors, key managerial personnel (KMP) and other employees, 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 also to 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://www.excelind.co.in/corporate-governance.html.

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://www.excelind.co.in/corporate-governance.html In the FY 2022-23, the Company has undertaken various CSR activities at Roha, Lote, Vizag and Mumbai. The CSR activities include Conservation of Natural Resources, Rural Development, Agriculture support, community development, animal welfare, women empowerment, Promotion of Education, Preventive Health Care, and ensuring Environmental Sustainability. For the year ended 31^st March, 2023, the Company has spent Rs. 289.10 lacs 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 AND SUSTAINABILITY REPORT (BRSR)

SEBI vide its notification No. SEBI/LAD-NRO/GN/2021/22 dated 5^th May, 2021 has mandated submission of a BRSR in place of Business Responsibility Report (BRR) for top thousand listed companies based on market capitalisation. Accordingly, the Company has provided BRSR in lieu of BRR. The BRSR is in the format as provided by SEBI in its notification no. SEBI/HO/CFD/CMD - 2/P/CIR/2021/562 dated 10^th May, 2021. 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) in July 2011. As per Regulation 34 of the Listing Regulations, the BRSR forms part of this Annual Report.

RISK MANAGEMENT

Constitution of a Risk Management Committee is mandatory for top 1000 listed companies vide SEBI notification no. SEBI/LAD-NRO/GN/2021/22 dated 5^th May, 2021 The risk management committee of your company is composed of Four Members including two independent Directors, the Managing Director and the Chief Executive Officer of the Company.

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 initiate 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://www.excelind.co.in/corporate-governance.html.

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 comprises of Mr. H. N. Motiwalla (Chairman of the Committee), Mr. P. S. Jhaveri, Mr. R. N. Bhogale, Mr. R. M. Pandia 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 61^st Annual General Meeting of the Company held on 23^rd 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 61^st annual general meeting until the conclusion of the 66^th 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 31^st March, 2023 does not contain any qualification, reservation, adverse remark or disclaimer and notes thereto are self-explanatory and do not require any explanations.

SECRETARIAL AUDITOR

The Board has appointed, Mr. Prashant Diwan, Practising Company Secretary as the Secretarial Auditor of the Company for the year 2022-23 to conduct Secretarial Audit of the Company. The Secretarial Audit Report of the Company issued by Mr. Prashant Diwan for the financial year ended 31^st March 2023 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 27^th May, 2022 had appointed M/s Kishore Bhatia & Associates (Firm Registration No. 00294), Cost Accountants, as the Cost Auditors of the Company for the financial year 2022-23 to conduct cost audit of all the applicable products of the Company. The Cost Audit Report for the year ended 31^st March, 2022, which was required to be filed with the Ministry of Corporate Affairs on or before 24.10.2022, was filed on 27.09.2022.

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-return.html.

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 31^st March, 2023, 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. No complaint was received from any employee during FY 2022-23 and hence no complaint is outstanding as on March 31, 2023 for redressal.

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.

ACKNOWLEDGEMENTS

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