Duncan Engineering Ltd

To

The Members,

Duncan Engineering Limited

The Directors are pleased to present the 64^th Annual Report with the Audited Annual Financial Statements for the Financial Year ("FY") ended 31^st March, 2025 of the Duncan Engineering Limited ("the Company" or "DEL").

(Rs. in Lakhs)

The Directors recommended a final dividend of Rs. 3.00/- (Three Rupees Only) per equity shares of Rs. 10/- each (30%) for the year ended 31^st March 2025. (Previous Year Final Dividend: Rs. 3.5/- per share). Total dividend pay-out is Rs. 110.88 Lakhs. The payment of dividend is subject to deduction of TDS at the applicable tax rate. The dividend payout is in accordance with the dividend distribution policy of the Company. The dividend distribution policy of the Company can be accessed at the website of the Company.

https://duncanengg.com/writable/uploads/documents/investors/Dividend%20Distribution%20Policy.pdf

During FY 2025, the Company has not transferred any amount to the general reserve and the entire amount of profit for the year forms part of the ‘Retained Earnings'.

The Authorised share capital of the Company is Rs. 5,00,00,000/- i.e. 50,00,000 nos of equity shares of Rs. 10/- each. The Issued, Subscribed & Paid-up share capital of the Company is Rs. 3,69,60,000/- i.e. 36,96,000 nos of equity shares of Rs. 10/- each. There was no issue of securities during the year.

Your Company posted sales of Rs. 8471.35 Lakhs, an increase/ (decrease) of 30.12% as compared to the previous year of Rs. 6510.16 Lakhs. Profit before tax was Rs. 674.76 Lakhs as against Rs. 923.58 Lakhs in the previous year. The profit after tax was Rs. 521.07 Lakhs as against Rs 687.38 Lakhs in the previous year.

There has been no change in business during the financial year under review. Discussion on the state of Company's affairs is covered in the Management Discussion and Analysis.

During the year under review, there was no change in the nature of business of the Company.

Your Company has an internal control system, commensurate with the size, scale, and complexity of its operations. Internal Audit is conducted throughout the organization by qualified Internal Auditors. Findings of the Internal Audit Report are reviewed by top Management and by the Audit Committee of the Board. M/s Pipalia Singhal & Associates is the Internal Auditor of the Company.

The internal financial controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations were received from the Statutory Auditors and the Internal Auditors of the Company on the efficiency or adequacy of such controls.

Your Company has not accepted any deposits from the public or shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

During the year under review, the company has invested in Rs.2689.54 Lakhs. The details are given in the notes to the financial statements [Note no. 9 (i)]. The Company has not granted any Loans and Guarantees covered under Section 186 of the Companies Act, 2013 & Rules thereof including amendments thereunder.

During the year under review, your Company did not have any subsidiary, associate and joint venture company. Your Company is a listed material subsidiary of Oriental Carbon & Chemicals Limited.

The Company recognises that effective practice of Corporate Social Responsibility (CSR) is required giving due consideration to the welfare of the community, environment and social structure that it operates in and that of the country including focus welfare areas identified by the State and Central Governments. The focus areas taken in the policy are education, health care and family welfare, environmental safety, contribution to any relief fund setup by the Government of India and any State Government.

The Company has adopted the Corporate Social Responsibility Policy in line with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time. The Report on CSR activities is annexed herewith as Annexure A.

At the Annual General Meeting held on July 29, 2020, the members have approved the appointment of M/s S S Kothari Mehta & Co. LLP (earlier known as M/s S S Kothari Mehta & Co.) Chartered Accountants, (Registration No. 000756N/N500441) as a Statutory Auditor of the Company for a period of five consecutive years up to the conclusion of 64th Annual General Meeting to be held in the calendar year 2025.

The Board of Directors have recommended to the shareholders to re-appoint M/s. S S Kothari Mehta & Co. LLP, Chartered Accountants, (Registration No. 000756N/N500441) as the Statutory Auditors of the Company for the second and final term of 5 consecutive years and determine their remuneration.

The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified in accordance with the provisions of the Companies Act, 2013 and Listing Regulations 2015.

The Auditor's Reports on the Financial Statements for the financial year ended March 31,2025, does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act & Rules thereof including amendments thereunder.

As required under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s S. Vaishnav & Associates, Company Secretary in Practice (Firm Registration No. S2025MH 1008500) to conduct Secretarial Audit of the Company for the year ended 31^st March 2025.

Pursuant to SEBI (Listing Obligation and Disclosure Requirement) (Third Amendment) Regulations, 2024, every listed entity needs to appoint a Secretarial Auditor who is Peer Reviewed and who is a Company Secretary or a firm of Company Secretary(ies) in practice, for not more than one term of five consecutive years, respectively, with the approval of shareholders in Annual General Meeting.

The Board of Directors have recommended to the shareholders to appoint M/s. S. Vaishnav & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of Five Consecutive Years starting from FY 2025-2026 and ending on FY 2029-2030.

The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified in accordance with the provisions of the Companies Act, 2013 and Listing Regulations 2015.

The Secretarial Audit Report is enclosed as a part of this Report as Annexure B. The Secretarial Audit Report has observation/remark which are self-explanatory. There are no qualifications, reservations, or adverse remarks in the said Report for FY 2024-25.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the cost audit records maintained by the Company for FY 2024-25 are not required to be audited.

- Mr. OP Dubey (DIN: 00228441) ceased to be Non-Executive & Independent Director of the Company w.e.f.

15.07.2024 due to completion of second term of five years as a Non-Executive & Independent Director of the Company.

- Mr. Nitin Kaul (DIN: 01718619) ceased to be Non-Executive & Independent Director of the Company w.e.f.

15.07.2024 due to completion of second term of five years as a Non-Executive & Independent Director of the Company.

- Mr. Arvind Goenka (DIN: 00135653) who retires by rotation, being eligible, was re-appointed as NonExecutive Director and Chairman of the Company.

- The Members of the Company through Postal Ballot completed on 28th November 2024, approved the appointment of Dr. Dharmendra Singh Gangwar (DIN: 08299862) as "Non-Executive Independent Director" for first term of 5 (five) consecutive years with effect from 18th October 2024.

The above changes in the Directors of the Company were placed before and approved by the Board of Directors on the recommendation of the Nomination & Remuneration Committee and Audit Committee, where necessary. The Company has filed with BSE Limited necessary disclosures for the above events as per the prescribed timelines.

- Ms. Sayalee Yengul tendered her resignation as the Company Secretary & Compliance Officer of the Company. She was relieved from her duties w.e.f. 11.04.2025.

- The Board of Directors approved the appointment Ms. Shanu Gupta as Company Secretary and Compliance Officer of the Company w.e.f. May 16, 2025.

- Mr. Akshat Goenka who retires by rotation, being eligible, has offered himself for re-appointment as NonExecutive Director of the Company. The resolution seeking approval of the Members by ordinary resolution for the same, has been incorporated in the Notice of the forthcoming Annual General Meeting of the Company.

The Company has filed with BSE Limited necessary disclosures for the above events as per the prescribed timelines.

The Board of Directors considers that the above-mentioned director possess the requisite expertise and experience (including the proficiency) and they are persons of high integrity and repute and accordingly approved/recommended their appointment subject to the approval of the Members of the Company.

The brief resumes and other details relating to the Directors who are proposed to be appointed / re-appointed, as required to be disclosed under Listing Regulations 2015 including amendments thereunder, forms part of the Notice of forthcoming Annual General Meeting.

Declaration on compliance with the Code of Conduct is received from Directors and Senior Management Personnel.

The Code of Conduct for Directors and Senior Management Personnel is displayed on the Company's website. The Managing Director of the Company has given a declaration that all Directors and Senior Management Personnel affirmed compliance with the code of conduct with reference to the financial year ended on 31st March 2025. The declaration is annexed to the Corporate Governance Report as Annexure A.

Mr. Akshat Goenka, Managing Director of the Company, received a remuneration of '110.00 lakhs during the year. He also serves as Joint Managing Director of OCCL Limited, from which he received '159.08 lakhs as remuneration and '0.15 lakhs as sitting fees for the period April 2024 to June 2024.

Additionally, Mr. Goenka served as the Managing Director of Oriental Carbon & Chemicals Limited until June 2024, after which he assumed the role of Non-Executive Director. For the financial year ended March 31,2025, he received '45.23 lakhs as remuneration and '80.00 lakhs as commission from Oriental Carbon & Chemicals Limited.

The re-appointment and remuneration of Mr. Akshat Goenka as Managing Director of the Company for the period from February 9, 2022 to February 8, 2027, were approved by the shareholders through special resolutions passed at the Annual General Meetings held on July 23, 2021, and July 27, 2023. He is also designated as a Key Managerial Personnel of the Company.

During the financial year 2024-25, at the 63rd Annual General Meeting held on July 22, 2024, the shareholders approved an alteration in the terms of appointment of Mr. Akshat Goenka with respect to his retirement by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 (7) of the Companies Act, 2013 & Rules thereof including amendments thereunder and Regulation 16(1)(b) & 25(8) of Listing Regulations 2015 including amendments thereunder.

The Company has also received declarations from all the Independent Directors of the Company confirming that they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act 2013 including amendments thereunder. The said Code is available on the Company's website.

All the Independent Directors of the Company have enrolled themselves in the data bank with the ‘Indian Institute of Corporate Affairs', New Delhi, India and eligible Independent Directors have completed the proficiency test.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the Listing Regulations 2015, the Independent Directors in their meeting held on January 24, 2025 have evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company's Management and the Board.

The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. Based on evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board.

Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

The Independent Directors are regularly updated on industry & market trends, plant process, and operational performance of the Company, etc., through presentations in this regard. They are also periodically kept aware of the latest developments in the Corporate Governance, their duties as directors and relevant laws.

The Directors expressed their satisfaction with the evaluation process. The result of evaluation was satisfactory and meets the requirements of the Company.

Pursuant to Section 134 of the Companies Act, 2013, including rules made thereof and amendments thereunder, the Directors state that,

a) In the preparation of the annual accounts for the financial year ended 31st March 2025, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

b) They have 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 as at 31st March 2025, and of the profit of the Company for the year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, including rules made thereof and amendments thereunder, for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f) They have devised proper systems to ensure compliance with provisions of all applicable laws and such systems are adequate and operating effectively.

During the year (4) four Board Meetings were convened and held on May 15, 2024, July 24, 2024, October 18, 2024, and January 24, 2025. On January 24, 2025, a separate meeting of Independent Directors was held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of Board Meetings and attendance of each Director is provided in the Corporate Governance Report.

The Composition of Committees of the Board viz. Audit Committee, Nomination and Remuneration Committee, and Stakeholders' Relationship Committee, their meetings and attendance of Committee members, forms part of the Report on Corporate Governance. During the year under review, the Board has accepted all the recommendations given by the Committees of the Board, which are mandatorily required.

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has adopted a policy that lays guidelines for selection and appointment of Directors, Key Managerial Personnel and Senior Management personnel together with their remuneration. The Nomination and Remuneration Policy is available on the website of the https://duncanengg.com/writable/uploads/documents/investors/Remuneration-Policy.pdf

The Company has adopted a Vigil Mechanism / Whistle Blower Policy. The Policy provides a mechanism for employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or leakage of Unpublished Price Sensitive Information (UPSI), by any person, who is in possession of UPSI, to any other person in any manner whatsoever, except as otherwise permitted under the SEBI (Prohibition of Insider Trading) Regulations or any other instance.

No person has been denied access to the Audit Committee in this regard. There were no complaints filed / pending with the Company during the year. The Policy is uploaded on the Company's website. The Policy is available on the website at: https://duncanengg.com/writable/uploads/documents/investors/Vigil%20Mechanism%20And%20Whistle%20Blower%20Policy.pdf

The Board of Directors of the Company looks into the element of risk associated with the Company. At present the company has not identified any element of risk which in the opinion of the Board may threaten the existence of the Company. However, risks like uneven demand-supply, labour unrest, high employee turnover ratio etc. may adversely affect the performance of the Company in the upcoming financial year.

The Risk Assessment is also discussed in the Management Discussion and Analysis.

The Company has in place a Policy for POSH at workplace. This inter alia provides a mechanism for the resolution, settlement or prosecution of acts or instances of sexual harassment at work and ensures that all employees are treated with respect and dignity. The Company has complied with the provisions relating to the constitution of internal complaints committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no complaints filed / pending with the Company during the year.

Maintaining a safe and secure work environment for our workforce and visiting stakeholders has remained the Company's foremost priority right from the beginning. The Company initiated a response to safeguard employees at its plant and office. The Company believes that a safe and non-toxic workplace is the right of every working professional, irrespective of the industry and providing the same is our duty.

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2023-24 is available on the (Web-link: https://duncanengg.com/writable/uploads/documents/investors/Annual%20Return%2031-03-2024.pdf) and the Annual Return for Financial Year 2024-25 will be made available on the website of the Company once it is filed with the MCA.

The Management Discussion and Analysis Report and the Report on Corporate Governance as required under Listing Regulations 2015, including amendments thereunder, forms part of this Annual report.

A Certificate from the Secretarial Auditor of the Company regarding compliance with conditions of corporate governance as required under Listing Regulations 2015, including amendments thereunder, also forms part of this Annual Report as Annexure.

Pursuant to Regulation 17(8) of the Listing Regulations 2015, including amendments thereunder, the Managing Director and Chief Financial Officer certification as specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report. The Managing Director and the Chief Financial Officer also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the Listing Regulations 2015.

The Company has complied with all applicable mandatory Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India

Based on the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of insider trading is in force in your Company. The Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in compliance with Chapter IV of the said Regulations and the same is also available on the Company's website www.duncanengg.com

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report as Annexure C.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including amendments thereunder, is annexed to this Report as Annexure D.

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 and Rules thereunder, including amendments thereof, any money transferred to the unpaid dividend account, which remains unpaid or unclaimed for 7 years from the date of such transfer is required to be transferred to the 'Investor Education and Protection Fund (IEPF)'.

Pursuant to the provisions of IEPF (Accounting, Audit, Transfer, and Refund) Rules, 2016 and its amendments thereon, all shares in respect of which the dividend has not been paid or claimed for 7 consecutive years or more, are required to be transferred to IEPF.

The dividend till the year 2009-10 which remained unpaid or unclaimed for 7 years has been transferred to the IEPF Authority (IEPF Account). All shares in respect of which dividend has remained unpaid or unclaimed for 7 consecutive years are also transferred to the IEPF Authority. The company has not declared dividends from the financial year 201011 till financial year 2021-22.

Members may note that unclaimed dividend and shares transferred to the IEPF Authority can be claimed back by them by following the procedure prescribed in the Rules.

The Company has appointed Mr. Kamal Saria, Chief Financial Officer as Nodal Officer under the provisions of IEPF Rules. Details of the Nodal Officer are available on the website of the Company i.e., www.duncanengg.com

The Board confirms that there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and that there is no instance of one time settlement with any Bank or Financial Institution, during the year under review.

All related party transactions that were entered into during the Financial Year 2024-25 were on an arm's length basis and in the ordinary course of business. Hence, there are no transactions to be reported in Form AOC-2. None of the related party transactions entered into by the Company, were materially significant, warranting members' approval under Listing Regulations 2015 including amendments thereunder.

The Audit Committee had granted the omnibus approval for the proposed transactions with Related Party during financial year 2024-25, which are reviewed on quarterly basis by the Audit Committee and the Board of Directors.

The policy on Related Party Transactions is uploaded on the Company's website. The disclosures as per IND-AS 24 for transactions with related parties are provided in the Financial Statements of the Company.

The Accounts for the year have been prepared as per Indian Accounting Standards (Ind AS) and all the current year and previous year figures have been re-stated accordingly. No treatment different from that prescribed in Accounting Standards (Ind AS) has been followed by the Company.

List of all credit ratings obtained by the Company during the financial year for all debt instruments or any fixed deposit programme or any scheme or proposal involving mobilization of funds, whether in India or abroad is not applicable to the Company.

During the year under review, the Company received credit ratings from ICRA Limited. The Rating Committee of ICRA Limited, after due consideration, assigned a long-term rating of [ICRA] BBB+ (Stable) and short-term rating of [ICRA]A2.

Research & Development is fundamental to the Company's efforts to maintain the technical and quality edge for the products. New Product Development is one of priorities of the Company. The company will concentrate on allocating its resources to develop an experienced team of professionals, and work on a roadmap to introduce market specific new products. Customization remains as one of core strengths of the Company, so it will continue to customize its products to cater the needs of customers.

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

During the year under review, your Company has not received any order from Regulators, Courts or Tribunals, which may impact the going concern status or the operations of the Company in future.

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

As part of our endeavor to protect the environment, the Company is making efforts to increase the green cover through sapling plantation on one hand and enhancing the environmental awareness levels amongst employees on the other hand. The Company planted saplings of indigenous varieties in barren land within the factory premises and ensured their survival.

Your Company's Plant has the requisite consent to operate from Maharashtra Pollution Control Board and meets all the applicable statutory norms.

The Company has complied with rules and regulations prescribed by the Bombay Stock Exchange, Securities Exchange Board of India and any other statutory authority relating to capital market.

The Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners, other regulatory agencies and wish to acknowledge with gratitude and place on record their sincere appreciation for the excellent support given by them to the Company and their confidence in its Management. Your directors would also like to thank the members of the Company for reposing their confidence and faith in the Company and its Management.