To,

The Members,

Excel Industries Limited

The Directors are pleased to present herewith the 57^th Annual Report on the business and operations of your Company and the Audited Financial Statements of the Company for the year ended 31^st March, 2018 together with the Auditors Report thereon.

KEY FINANCIAL HIGHLIGHTS

The Company’s financial performance, for the year ended March 31, 2018 is summarized below:

Rs./Lacs

DIVIDEND

Your Directors have recommended a dividend of Rs. 12.50/- (250%) per equity share of Face Value of Rs. 5/- each as against the dividend of Rs. 6/- (120%) paid for the previous financial year 2016 -17. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.

AMOUNT TRANSFERRED TO RESERVE

Your Company has transferred Rs. 4500.00 lacs to the General Reserve.

OPERATIONS

During the year under review, the net sales from continuing operations increased from Rs. 48727.21 lacs to Rs. 59414.50 lacs, registering an increase of 21.93%. The exports decrease from Rs. 9616.25 lacs to Rs. 9266.18 lacs registering a decrease of 3.64%. Further, the Company made a profit from its continuing operation before exceptional item and tax Rs. 10630.12 lacs compared to Rs. 2794.39 lacs in the previous year. Net profit after adjusting net loss from discontinuing operation is Rs. 7254.04 lacs as compared to Rs. 2079.68 lacs in the previous year registering an increase of 248.81%.

During the year CRISIL Limited has improved the Credit Rating of the Company to A / stable for Long Term and A1 for Short Term.

MATERIAL CHANGES 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 date of this report. There has been no change in the nature of business of the Company.

NEW PROJECTS/EXPANSIONS/IMPROVEMENTS

The Company has plans to expand capacities of its various products. It has already initiated activities to obtain necessary regulatory approvals and will follow it up with capacity increase.

The Company has undertaken installation of Multiple Effect Evaporator (MEE) system at Roha site which will be commissioned during the course of the financial year 2018-19. This up gradation of our waste water treatment facility is in line with our future needs.

OUTLOOK

Weather agencies have predicted a normal monsoon during the year 2018-19 which augurs well for the demand of agrochemicals. Hence, the Company expects a favorable demand situation for the agrochemical intermediates manufactured by it.

The Company also expects to do well in the other product segments.

The measures taken by the Chinese Government to enforce pollution control norms and also progress towards a market economy will mean that the operating costs for Chinese companies are likely to rise to realistic levels making it easy for Indian companies to compete with them. This development will be favourable for the Company.

The Company is taking several initiatives like debottlenecking/expansions and new product development for taking advantage of the opportunities.

Overall the outlook for the year 2018-19 is positive.

HUMAN RESOURCES

Nurturing human talent is integral part of all human resource practices. Every passing year as your company is growing in years it’s also getting younger by way of young talent coming onboard. This year was focused more on learning and development, performance management and implementation of new human resource system.

At our sites we focused on Safety and System trainings. Extensively training was given in the area of safety to ensure sustainable safety practices, culture and human action. In performance management your Company has done documentation of job role, Key Result Areas for all its key positions. The newly implemented HRMS is a cloud based solution which helps managers to attend to people management responsibilities such as attendance, approvals etc. on the go and swiftly.

Your Company has generally enjoyed cordial relations with its employees. Workers and staff are paid in accordance with the wage agreement established with trade unions.

Employee strength of the Company as on 31^st March, 2018 was 904.

ENVIRONMENT, HEALTH AND SAFETY

The Company accords the highest importance to Environment, Health and Safety (EHS). Continuous investment in infrastructure like MEE & ATFD in Environment management & skill development is being done to ensure that the EHS of the Company is maintained at the highest standards.

The Company, has introduced a new material handling system, thereby vastly improving ergonomics and safety in plant.

QUALITY

Our focus is not only in quality control but also on quality assurance for continual improvement in process and product quality through operational audits, carrying out of technical analysis and the giving of advice on quality improvement. The role of Quality Assurance is to consult with the departments and make sure that product passes to customer standards.

In keeping with this, not only we have been fulfilling evolving need of ISO standards, but also our quality systems and also continuously meeting customer expectations, like Eco Vadis by European customers, Pharma companies audits as well as Responsible Care requirements.

INSURANCE

The Company continues to carry adequate insurance cover for all its assets against foreseeable perils like fire, flood, earthquake, fidelity etc. The Company continues to maintain consequential Loss (Fire) Policy and the Liability Policy as per the provisions of Public Liability Act. The Company has also taken a policy for Directors and Officers Responsibility Policy.

PUBLIC DEPOSITS

Details of deposits, covered under Chapter V of the Act are as under:

(a) The Company stopped accepting and renewing the 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 2017-18.

Total 28 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, 2018, was Rs. 9.96 lacs.

(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

Your Company has not made any loans, guarantees or investments during the financial year 2017-18.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATES COMPANIES

The Company has two subsidiaries namely, Kamaljyot Investments Limited and Excel Bio Resource Limited. Also, the Company has one Associate company namely, MobiTrash Recycle Ventures Private Limited.

The salient features of the financial statements of the subsidiaries and the associate as required under Section 129(3) of the Companies Act, 2013 are furnished in Form AOC-1 as Annexure I, forming part of this Report.

The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company’s website at the link http://excelind.co.in/companyPolicies.html.

The financial statements of the subsidiary companies are not attached with this Annual Report. 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.

UPDATE OF ENVIRONMENT AND BIO-TECH DIVISION OF THE COMPANY

The Board of Directors of the Company at their meeting held on 29^th March, 2017 had approved the transfer of Environment and Bio-Tech (ENBT) Division of the Company to Excel Bio Resources Limited, a wholly owned subsidiary of the Company together with all related assets and liabilities, on a going concern basis by way of a slump sale for a consideration of not more than Rs. 10 crores. A Business Transfer Agreement (BTA) was executed between the Company and Excel Bio Resources Limited on 31.03.2017 for the said purpose. One of the condition in BTA pertaining to transfer of Municipal Solid Waste (MSW) Treatment Plant at Ahmedabad, is pending due to non-execution of the renewal Agreement for MSW treatment by the Ahmedabad Municipal Corporation (AMC). The Company is pursuing the matter with AMC and on resolution of the matter the ENBT Division will be transferred to the Subsidiary company.

NUMBER OF MEETINGS OF THE BOARD

During the FY 2017-18 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.

APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. R. K. Sood, Nominee 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. The brief resume of the Director and other related information is provided in the Corporate Governance Report forming part of this Annual Report. Your Directors recommend his re-appointment as a nominee Director.

Mr. N. R. Kannan was appointed as Chief Executive Officer on 14.07.2017.

Mr. Devendra Dosi was appointed as Chief Financial Officer with effect from 08.02.2018 in place of Mr. Kailas D. Dabholkar. 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 II, forming part of this Report.

EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has defined the evaluation criteria for the Performance Evaluation of the Board, its Committees and individual Directors.

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 its Committees and individual Directors at its meeting held on 30^th March, 2018.

The evaluation of each of the Directors was done, inter-alia, on the basis of their advisory role and contribution in the decision making. Further, the evaluation of the Board as a whole and all the Committees of the Directors was done, inter-alia, on the basis of the overall directions and guidance provided to the senior executives and supervision over their performance.

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 Act 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 and attendance at the meetings, understanding of Company’s operations and business and contribution at Board Meetings.

(iii) Details of Familiarization Programme

The details of programme 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 http://excelind. co. in/companyPolicies. html

RELATED PARTY TRANSACTIONS

There were no material transactions during the year with the related party, therefore form AOC 2 which forms part of this Annual Report as Annexure III shows no transaction details.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link http://excelind.co.in/companyPolicies.html.

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 the 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 http://excelind.co.in/companyPolicies. html.

NOMINATION AND REMUNERATION POLICY

On recommendation of Nomination and Remuneration Committee, the Board of Directors at its Meeting held on Friday, 30^th January, 2015 has approved a Nomination and Remuneration Policy for the appointment and remuneration of the Directors, key managerial personnel and other employees.

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 recommend to the Board their appointment, and also to formulate criteria for evaluation of performance of Independent Directors and the Board and to devise a policy on Board diversity.

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 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 prior/post approval of the shareholders of the Company and Central Government, wherever required. Further, the Non-Executive Directors shall be entitled to the fees for attending meetings of Board and Committees, and also to the commission within the overall limit prescribed in the Companies Act, 2013.

The Nomination and Remuneration Policy is available on the Company’s website http://excelind.co.in/companyPolicies.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.

In the FY 2017-18, the Company has undertaken various CSR activities at Roha, Lote and Mumbai. The CSR activities include Conservation of Natural Resources, Rural Development, Promotion of Education, Preventive Health Care, Empowering Women and ensuring Environmental Sustainability.

For the year ended 31^st March, 2018, the Company has spent Rs. 85.10 lacs on aforesaid CSR activities directly or through other registered voluntary 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 IV, forming part of this Report.

RISK MANAGEMENT

Your Company has voluntarily constituted a Risk Management Committee to formulate a policy for risk management for implementing and monitoring the risk management plan of the Company.

The risk management committee is composed of four Directors including two independent Directors, and two senior executive of the Company.

Your Company recognizes that the risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses the risks in the internal and external environment along with treating the risks and incorporates risk management plans in its strategy, business and operational plans.

Your Company, through its risk management process strives to contain 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. Ravi A. Shroff, Mr. R. M. Pandia and Mrs. Usha 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 56th annual general meeting of the Company held on 03rd August, 2017, the members of the Company had approved the appointment of M/s Price Water House, Chartered Accountants, LLP, Mumbai, as the Auditors of the Company for a term of 5(five) consecutive years from the conclusion of the 56th annual general meeting until the conclusion of the 61st annual general meeting, subject to ratification of such appointment by the members at every annual general meeting, in pursuance of the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. However, vide the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018, the requirement for ‘seeking ratification of appointment of the auditors (appointed for five year term) at every annual general meeting’ has been omitted. This amendment has come into effect on 7th May, 2018. In view of the this amendment, the ratification of the appointment of the auditors is not necessary.

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 does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board has appointed, Mr. Prashant Diwan, Practising Company Secretary as the Secretarial Auditor of the Company for the year 2017-18 to conduct the 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 2018 is attached with this Report as Annexure V.

COST AUDITORS

The Board of Directors at their meeting held on 26^th May, 2017 had appointed M/s Kishore Bhatia & Associates (Firm Registration No. 00294), Practicing Cost Accountants, as the Cost Auditors of the Company for the financial year 2017-18 for all the applicable products of the Company. The Cost Report for the year ended 31.03.2017 which was required to be filed with the Ministry of Corporate Affairs on or before 26.10.2017, was filed on 12.10.2017.

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.

EXTRACT OF ANNUAL RETURN

Pursuant to provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, extract of Annual Return in Form MGT 9 is available on the Company’s website http://www.excelind.co.in/. and forms part of Annual Report as Annexure VI.

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 VII, forming part of this Report.

MATERIAL ORDERS PASSED BY THE REGULATORY AUTHORITIES OR COURT / MATERIAL CHANGES OR COMMITMENTS

There are no significant material order passed by the regulators/courts which can impact the going concern status of the Company and its future operations. There are no material changes or commitments occurring after 31^st March, 2018 which may affect the financial position of the Company.

INTERNAL FINANCIAL CONTROLS

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 all applicable Secretarial Standards have been duly followed by the Company.

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, 2018, the Board of Directors hereby confirms that:

(a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) t hey 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 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.

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 C. SHROFF

Chairman & Managing Director

DIN: 00019952

Date: May 25, 2018

Place: Mumbai