Your Directors are pleased to present the Directors Report for the year 2025-26 forming part of the 65^th Annual Report including
the Audited Financial Statements for the year ended 31^st March, 2026 together with the Auditors Report thereon.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended 31^st 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 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/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 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 2025-26.
There are no unclaimed deposits as on 31^st 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 31^st 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.

DIRECTORSAPPOINTMENTS 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 31^st 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 5^th 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 31^st 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 31^st 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 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, 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 64^th Annual General Meeting of the Company held on 21^st 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 01^st April, 2025 till 31^st March, 2030.

M/s P. Diwan & Associates vide their letter dated 29^th 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 31^st 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 22^nd 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 31^st 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 31^st 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.

For and on behalf of the Board of Directors

Ashwin Shroff
Executive Chairman
DIN: 00019952

Date: 13^th August, 2026
Place: Mumbai