Duncan Engineering Ltd

To

The Members,

Duncan Engineering Limited

The Directors are pleased to present the 63^rd Annual Report with the Audited Annual Financial Statements for the Financial Year ended 31^st March, 2024 of the Duncan Engineering Limited ("the Company" or "DEL").

1. Summary of Financial Results

2. Dividend

The Directors recommended a final dividend of 35% (Rs. 3.50/- per share) for the year ended 31^st March 2024. (Previous Year Final Dividend: Re. 1/- per share). Total dividend pay-out is Rs. 129.36 Lakhs. The payment of dividend is subject to deduction of TDS at the applicable tax rate.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 including amendments thereunder, the Dividend Distribution Policy is not applicable to the Company.

3. Share Capital

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.

4. Financial performance and state of the Company's affairs

Your Company posted sales of Rs. 6510.16 Lakhs, an decrease of 7.12 % as compared to the previous year of Rs. 7009.52 Lakhs. Profit before tax was Rs. 923.58 Lakhs as against Rs. 1292.72 Lakhs in the previous year. The Profit After Tax was Rs. 687.38 Lakhs as against Rs 990.35 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.

5. Internal Financial Controls

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. 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.

6. Public Deposits

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.

7. Particulars of loans/advances/investments outstanding during the financial year

During the year under review, the company has invested in Rs. 2302.35 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.

8. Report on the performance and financial position of subsidiaries, associates, and joint venture companies.

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.

9. Corporate Social Responsibility

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.

10. Auditors and their Reports

A. Statutory Audit

At the Annual General Meeting held on July 29, 2020, the members have approved the appointment of S S Kothari Mehta & Co. LLP (earlier known as 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 64^th Annual General Meeting to be held in the calendar year 2025.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Statutory Audit Report

The Auditor's Reports on the Financial Statements for the financial year ended March 31,2024, 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.

B. Secretarial Audit

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 Shaswati Vaishnav & Associates, Company Secretary in Practice (Membership No: 11392) to conduct Secretarial Audit of the Company for the year ended 31^st March 2024.

The Secretarial Audit Report is enclosed as a part of this Report as Annexure B. Mrs. Shaswati Vaishnav, Company Secretary in Practice in her Secretarial Audit Report has provided observation/remark which are self-explanatory. There are no qualifications, reservations, or adverse remarks in the Secretarial Audit Report for FY 2023-24.

C. Cost Record & Audit

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 2023-24 are not required to be audited.

11. Board of Directors and Key Managerial Personnel

A. Changes in the Directors & Key Managerial Personnel (KMP)

i. During the financial year 2023-24

- Mr. JP Goenka (DIN 00136782) retired by rotation at the Annual General Meeting held on 27^th July 2023, as he did not offer himself for re-appointment.

- The Members of the Company in the Annual General Meeting held on 27^th July 2023, approved the appointment of Mr. Mahesh Krishna (DIN: 00909208) as "Non-Executive Independent Director" for first term of 5 (five) consecutive years with effect from 16th May 2023.

- The Members of the Company in the Annual General Meeting held on 27^th July 2023, approved the appointment of Ms. Sheila Singla (DIN: 02266630) as "Non-Executive Independent Director" for first term of 5 (five) consecutive years with effect from 27^th July 2023.

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.

ii. During the financial year 2024-25

- Mr. OP Dubey (DIN: 00228441) ceases 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) ceases 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 who retires by rotation, being eligible, has offered himself for reappointment as Non-Executive 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including amendments thereunder, forms part of the Notice of Annual General Meeting.

B. Compliance of Code of Conduct for Directors and Senior Management Personnel.

Declaration on compliance of 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 31^st March 2024. The declaration is annexed to the Corporate Governance Report as Annexure A.

C. Remuneration of Managing Director:

Mr. Akshat Goenka, Managing Director of the Company who is also serving as Joint Managing Director of the Oriental Carbon & Chemicals Limited (OCCL), Holding Company of Duncan Engineering Limited (DEL) received a remuneration of Rs. 100 Lakhs from DEL and Rs. 239.65 Lakhs as remuneration from OCCL for the year ended March 31,2024. The details of the above remuneration are given in the Corporate Governance Report.

The re-appointment and remuneration of Mr. Akshat Goenka as Managing Director of the Company w.e.f. 09.02.2022 to 08.02.2027 was approved by the Shareholders vide special resolution passed at the Annual General Meeting of the Company held on 23.07.2021 and 27.07.2023. He is also designated as the Key Managerial Personnel of the Company.

D. Declaration by Independent Directors

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 SEBI (Listing Obligations and Disclosure Requirements) 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.

E. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on January 23, 2024 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.

F. Director's Responsibility Statement

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 31^st March 2024, 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 31^st March 2024, 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.

12. Disclosure related to the Board, Committees and Policies

A. Board and Committee Meetings

During the year four Board Meetings were convened and held on May 16, 2023, July 28, 2023, October 17, 2023, and January 23, 2024. On January 23, 2024, 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.

B. Nomination and Remuneration Policy

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 Company (Web link:

https://www.duncanengg.com/sites/default/files/Policv%20Procedures%20and%20other%20Compliances/Remuneration%20Policv 0.pdf).

C. Vigil Mechanism/Whistle Blower Policy

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 (Web link:

https://www.duncanengg.com/sites/default/files/Policv%20Procedures%20and%20other%20Compliances/Vigil%20Mechanism%20And%20Whistle%20Blower%20Policv 0.pdf).

D. Risk Management

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.

E. Policy on Prevention of Sexual Harassment (POSH)

The Company has in place a Policy for prevention of sexual harassment 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.

F. Safety & Health

In last four financial years the Company rose through various challenges posed by COVID-19 pandemic. The Company initiated a response to safeguard employees at its plant and office. Social distancing and sanitization norms were established as per government guidelines. The management stayed in touch with its employees through virtual meetings. Rapid Antigen Test were carried out within Company's Plant premises. The Company collaborated with a

private hospital through MIDC to provide COVID-19 vaccine free of cost to all its eligible employees, including third party contract employees.

13. OTHER DISCLOSURES

A. Annual Return

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 2022-23 is available on the (Web-link: https://www.duncanengg.com/sites/default/files/Annual%20Return%20FY%202022-23.pdf) and the Annual Return for Financial Year 2023-24 will be made available on the website of the Company once it is filed with the MCA.

B. Management Discussion & Analysis and Report on Corporate Governance

The Management Discussion and Analysis Report and the Report on Corporate Governance as required under SEBI (Listing Obligations and Disclosure Requirements) 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including amendments thereunder, also forms part of this Annual Report.

C. Managing Director and Chief Financial Officer Certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

D. Compliance of Secretarial Standards

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

E. Insider Trading Regulations

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.

F. Conservation of Energy, Technology Absorption, Exports and Foreign Exchange Earnings and Outgo

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.

G. Particulars of Employees and Remuneration

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, are annexed in Annexure D of this report.

H. Investor Education & Protection Fund

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.

I. No pending proceeding under Insolvency and Bankruptcy Code, 2016

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

J. Related Party Transactions

All related party transactions that were entered into during the Financial Year 2023-24 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including amendments thereunder.

The Audit Committee had granted the omnibus approval for the proposed transactions with Related Party during financial year 2023-24, which are reviewed on quarterly basis by the Audit Committee and the Board of Directors.

The policy on Related Party T ransactions 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.

K. Accounting Treatment

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.

L. Credit Rating

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]A- (pronounced ICRA A minus) and short-term rating of [ICRA]A2+ (Pronounced ICRA A two plus).

M. Research and Development

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.

N. Material Changes

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.

O. Disclosure of Orders passed by Regulators or Courts or Tribunal

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.

P. Disclosure relating to equity shares with differential rights

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.

Q. Environment

As part of our endeavor to protect 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.

R. Pollution Control

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

S. Statutory Compliance, Strictures and Penalties

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.

14. Acknowledgements

The Directors thank the employees, customers, suppliers, bankers, business partners, other regulatory agencies and wish to acknowledge 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.