The Directors have pleasure in presenting their 10th Annual Report
 along with the audited accounts of the Company for the year ended March
 31, 2012.
 
 FINANCIAL HIGHLIGHTS                                        (Rs In Lacs)
 
                                         For the year      For the year
                                      ended 31-3-2012    ended 31-3-201
 
 Income from Operation and
 other income                                1,622.78          2,040.92
 
 Profit before Depreciation                    411.42          1,525.79
 
 Less: Depreciation                             89.15             90.07
 
 Profit before Tax                             322.27          1,435.71
 
 Provision for Tax                              65.63            317.61
 
 Deferred Tax                                  (13.13)           (10.56)
 
 MAT credit Entitlement                         55.85           (281.65)
 
 Profit after Tax but before 
 Prior period adjustments                      213.94          1,410.31
 
 Less: Prior period adjustments                  8.75              0.13
 
 Profit after Tax and Prior 
 period adjustments                            205.19           1410.18
 
 Add: Balance B/f. From last year            6,164.72          4,754.55
 
 Amount available for appropriation          6,369.91          6,164.72
 
 Less: Dividend                                 -                 -
 
 Less: Dividend Tax                             -                 -
 
 Balance carried to Balance Sheet            6,369.91          6,164.72
 
 OPERATIONS
 
 Due to global recession and worsening U.S. and U.K. economic
 conditions, it would be difficult for IT industry to expand and grow.
 In such a critical situation to maintain our performance was difficult.
 Despite the challenging environment the Company performed well.
 
 Drying the year under review, the Company has earned total income from
 operations Rs 1622.78 lacs (previous yearRs 2040.92 lacs) translating
 into a fall of 20.49%. The Profit after Tax and prior period
 adjustments falls by 85.45% from Rs 1410.18 lacs in previous year to 7
 205.19 lacs in the current year. 
 
 DIVIDEND
 
 With a view to conserve resources, the management thought it prudent
 not to declare dividend on equity shares of the Company.
 
 SUBSIDIARY
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance sheet, the
 statement of Profit and Loss and other documents of the subsidiary
 company are not being attached with the Balance Sheet of the Company.
 However the financial information of the subsidiary company is
 disclosed in the Annual Report in compliance with the said circular.
 The Company will make available the annual accounts of the subsidiary
 company and the related detailed information to any member of the
 Company who may be interested in obtaining the same. The annual
 accounts of the subsidiary company will also be kept open for
 inspection at the Registered Office of the Company. The consolidated
 financial statements presented by the Company include the financial
 results of its subsidiary company.
 
 In March 2011, Company invested in Excel Infra N Realty Pvt. Ltd., a
 group company byway of purchasing 26000 equity shares ofRs 10/- there by
 making it subsidiary of the Company. But as in November 2011, Company
 has sold 25000 equity shares of Rs 10/- each of the same to Mr.
 Lakhmendra Khurana - 10,000 shares and Mrs. Ranjana Khurana - 15000
 shares, Excel Infra N Realty Ltd. is no more subsidiary of Excel
 Infoways Ltd.
 
 IPO FUND UTILISATION
 
 The Company in the initial public offer of equity shares made in July
 2009, raised Rs 48 crore. The said equity shares are listed on the BSE
 and NSE effective August 2009. In the prospectus dated July 21, 2009 it
 was stated that the proceeds from the public issue would be utilized
 for setting up new facilities at Borivali and Kandivali at a total cost
 of Rs 48 crore. As stated in the said prospectus the Company had as on
 June 17, 2009 deployed Rs 18 crore from internal accruals, for purchase
 of the said properties. However on account of unforeseen legal
 disputes, the Company has been unable to get possession of the said
 properties as per schedule, and therefore the funds allocated for work
 related to interiors for the said facilities, could not be deployed.
 The Board of directors have meanwhile deployed the funds aggregating Rs
 30 crore towards purchase of alternate property at Borivali and is in
 the process of setting up the facilities as proposed. The decision to
 so deploy the funds has been made in the overall interest of the
 Company and its shareholders.  
 
 DIRECTORS
 
 In terms of sections 255 and 256 of the Companies Act, 1956 and
 Articles of Association of the Company, Mrs. Ranjana Khurana and Mr.
 Ravi Prakash Sinha, Directors retire by rotation and being eligible,
 offer themselves for reappointment.
 
 Mr. Lakhmendra Khurana was re-appointed as Managing Director w.e.f
 April 01, 2012 for a further period of five (5) years, on such terms
 and conditions as set out in the Explanatory Statement annexed to the
 notice of the forthcoming Annual General Meeting subject to the
 approval of shareholders in the said Annual General Meeting.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 The Board of Directors Report:
 
 - that in the preparation of annual accounts, the applicable
 accounting standards had been followed along with pnper explanation
 relating to material departures;
 
 - that the Directors have selected such accounting policies in
 consultation with the statutory auditors and applied them consistently
 and made judgments and estimates that are reasonable and prudent so as
 to give a true and fair view of the state of affairs of the Company at
 the end of the financial year and of the Profit of the Company for the
 financial year;
 
 - that the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 - that the Directors have prepared the annual accounts on a going
 concern basis.  
 
 AUDITORS
 
 M/s. S. G. Kabra & Co., Chartered Accountants, Statutory Auditors of
 the Company hold office until the conclusion of the ensuing Annual
 General Meeting of the Company and are eligible for re-appointment.
 
 The Company has received letter from them to the effect that their
 re-appointment, if made, would be within the prescribed limits under
 section 224(1 B) of the Companies Act, 1956 and that they are not
 disqualified for such re-appointment within the meaning of section 226
 of the Companies Act, 1956.
 
 AUDITORS'' REPORT
 
 The Notes on Financial Statements referred to in the Auditors'' Report
 are self-explanatory and do not call for any further comments.
 
 DEPOSITS
 
 During the year under review, Company has not accepted any fixed
 deposits u/s 58A of the Companies Act, 1956, from the public. As such,
 no amount of principal or interest is outstanding as on the Balance
 Sheet date.
 
 PARTICULARS OF EMPLOYEES -
 
 No employee draws remuneration in excess of limit prescribed under
 Section 217(2A) of the Companies Act, 1956 read with the Companies
 (Particulars of Employees) Rules, 1975.
 
 EMPLOYEE RELATIONS
 
 The relationship of your Company with its employees remained cordial
 throughout the year. The Company has various policies and procedures to
 attract and retain its employees. Most of the employees of your Company
 are educated and the Company provides training on various soft skills,
 domain knowledge and effective communication skills. Your Company is
 focused on improving the overall experience including health and mental
 well-being of its employees; and to that end it regularly conducts
 health checks. The Company also provides many benefits and incentives
 to its employees including to help, motivate and retain valued
 employees.
 
 ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION
 
 Provisions of section 217(1) (e) of the Companies Act, 1956 read with
 the Companies (Disclosure of particulars in the Report of the Board of
 Directors) Rules, 1988 in relation to conservation of energy and
 technology absorption are currently not applicable to the Company.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The foreign exchange earnings and outgo, as required to be disclosed
 under section 217(1)(e) of the Companies act, 1956 read with the
 Companies(Disclosure of particulars in the Report of the Board of
 Directors) Rules, 1988 are provided in the Annexure I to this report.
 
 CORPORATE GOVERNANCE REPORT
 
 The requisite certificate from the Auditors of the Company confirming
 compliance with the conditions of Corporate Governance as stipulated
 under the aforesaid Clause 49 is attached to this Report.
 
 ACKNOWLEDGEMENT
 
 Your directors would like to express their appreciation for the
 assistance and co-operation received from the financial institutions,
 banks, government authorities, customers, vendors and members during
 the year under review. Your directors also wish to place on record
 their deep sense of appreciation for the committed services by the
 executives, staff and workers of the Company.
 
 For and on behalf of the Board of Directors
 
 Sd/-                             Sd /-
 
 Lakhmendra Khurana               Ranjana Khurana
 
 Chairman and Managing Director   Executive Director
 
 Place : Mumbai 
 
 Date : May 28, 2012