Ducon Infratechnologies Ltd

Your Directors are pleased to present the Fifteenth (15™) Annual Report on the business and operations of your Company for the period ended March 31,2024.

1. Financial Highlights

2. Management Analysis and Discussions:

The total income of standalone for the financial year under review was Rs. 31561.76 Lacs as against Rs. 31242.75 Lacs during the previous year. There is growth of 10.58% in the Operating Profit (earnings before depreciation and interest and tax) too, which is Rs. 1687.48 Lacs for the current year as against Rs. 1525.96 Lacs in the previous year. The profit before tax stood at Rs. 682.67 Lacs as compared to Rs. 531.03 Lacs in the previous year. The Company has made a provision of tax totaling to Rs. 178.48 Lacs and the profit after tax stood at Rs. 504.19 Lacs for the current year as against Rs. 387.99 Lacs in the previous year.

The total income on consolidated basis for the financial year under review was Rs. 41951.18 Lacs as against Rs. 39613.58 Lacs during the previous year. The Operating Profit (earnings before depreciation and interest and tax) has increased by 31.46% to Rs. 2197.51 Lacs as against Rs. 1671.66 Lacs in the previous year. The Consolidated profit before tax stood at Rs. 1078.73 Lacs as compared to Rs. 564.51 Lacs in the previous year The Company has made a provision of tax totaling to Rs. 316.11 Lacs and the consolidated profit after tax stood at Rs. 762.62 Lacs for the current year as against Rs. 409.84 Lacs in the previous year.

Overall your Company recorded growth both in terms of revenue and profit. Your Company continues with its rigorous cost restructuring exercises and operating efficiency improvements which have resulted in significant savings in Other Expenses in the current year. The company has booked one more FGD order during this period. The company continues to bid many projects both in FGD & Bulk material handling systems and hopes to book some more projects in the immediate future.

ENGINEERING, PROCUREMENT AND CONSTRUCTION - EPC

AIR POLLUTION CONTROL SYSTEMS - FGD

Flue-gas desulfurization (FGD) is a set of technologies used to remove sulfur dioxide (SO₂) from exhaust flue gases of fossil-fuel power plants, and from the emissions of other sulfur oxide emitting processes. This process is carried out during combustion in fossil fuel power plants such as coal and oil fired combustion units. When coal or oil is burned to produce energy, about 95 percent or more of the sulfur is generally converted to sulfur dioxide (SO2) under standard temperature conditions.

The Technology

FGD can be characterized into wet & spray dry scrubbing, wet sulfuric acid process, SNOX flue gas desulfurization and dry sorbent injection system based on methods of desulfurization. Most FGD systems employ two stages: one for fly ash removal and the other for SO2 removal. In wet scrubbing systems, the flue gas normally passes first through a fly ash removal device, either an electrostatic precipitator or a baghouse, and then into the SO2-absorber. However, in dry injection or spray drying operations, the SO2 is first

reacted with the lime, and then the flue gas passes through a particulate control device. Another important design consideration associated with wet FGD systems is that the flue gas exiting the absorber is saturated with water and still contains some SO₂. These gases are highly corrosive to any downstream equipment such as fans, ducts, and stacks. Two methods that may minimize corrosion are: (1) reheating the gases to above their dew point, or (2) using materials of construction and designs that allow equipment to withstand the corrosive conditions. Both alternatives are expensive. Engineers determine which method to use on a site-by-site basis. Wet FGD systems are widely used in comparison to dry FGD and are expected to maintain dominance over the forecast period owing to high efficiency and low maintenance.

Applications

Application segments of flue gas desulfurization market include new FGD systems and reagents & replacements. Increasing electricity demand in emerging economies such as China and India owing to rapid industrialization and urbanization is expected to increase the number of coal-fired power plants. The development of FGD systems is fueled by strict environmental rules and emissions standards that are in place to reduce air pollution and safeguard human health. These devices help regulate particulate matter and other pollutants in addition to helping reduce sulfur dioxide emissions. Additionally, the market is impacted by the worldwide trend toward greener energy sources, such renewables and natural gas, which calls for effective emission control systems in fossil fuel-based power plants now in operation. The demand for reagents & replacements was primarily for repair of parts such as pump impellers, nozzles, valves and filter belts among others in established FGD systems. The increasing use of reagents such as limestone, dibasic acid, and sodium hydroxide is further expected to boost the growth of reagents & replacements application segment in the market. Increasing demand for FGD systems from chemicals, power generation, cement manufacturing, iron & steel, and many other industries is also expected to fuel the FGD market, globally

Geography

Flue gas desulfurization market has witnessed a significant growth in recent years due to stringent government policies relating to emissions of harmful gases in the environment. The global Flue Gas Desulfurization FGD Market size was valued at USD 23.05 Billion in 2023 and is projected to reach USD 34.43 Billion by 2030, growing at a CAGR of 5.8% during the forecasted period 2024 to 2030.

Regionally, Asia-Pacific is expected to exhibit the fastest growth in the global flue gas desulphurization market during the forecast period, on the back of the increasing demand for FGD systems from the growing industrial sectors such as cement and metal smelting in countries like China and India. Moreover, alarming pollution levels and stringent laws introduced by the governments to curb pollution in the region are also anticipated to aid the Asia-Pacific FGD market growth in coming years.

Key Players

Some of the major companies in global flue gas desulfurization market include General Electric, Babcock & Wilcox, Siemens Energy, Ducon Technologies Inc., Hamon Research-Cottrell, Mitsubishi Heavy Industries, Andritz and Marsulex Environmental Technologies.

FGD in India

India satisfies most of her power requirement through thermal power. The share of coal-fired power generation has risen to 75% in FY2023-24 from 71% in FY2019-20According to the data on NITI Aayog's energy dashboard, India's coal-fired thermal capacity grew to 218 GW in FY24 from 205 GW in FY20, a 6% growth.There has been a push for investments in new thermal power projects, including from the private sector, with a target of adding 80 GW of new thermal power capacity by 2032.

The government has focused on reduction of emissions from coal-based thermal power plants in accordance with the Intended Nationally Determined Contributions (INDCs) submitted to the United Nations Framework Convention on Climate Change (UNFCCC) that has committed to curb emission intensity of its economy by 30-35 per cent from the 2005 level by 2030. Accordingly, the Ministry of Environment, Forest and Climate Change (MoEFCC), has issued notification no: S.O.3305(E) titled 'Environmental (Protection) Amendment rules, 2015 dated 7.12.2015 with the objective of reducing emissions of suspended particulate matter (SPM), SOx, NOx and mercury at thermal power plants (TPPs). With the MoEFCC order, it has become compulsory to install Flue Gas Desulphurisation (FGD) system in the existing and upcoming thermal power plants to curb SOx emissions.

The implementation of the emission norms, requiring the installation of FGD technology, got delayed due to various technoeconomic constraints faced by thermal power plants and further affected by the impact of Covid -19 pandemic. India has 2,07,045 MW of coal and lignite-fired power plants, of which only 22 units with a total capacity of 9,280 MW - less than 5 per cent - have been fitted with FGD.

In July 2022, the Centre for Atmospheric Science, IIT Delhi, recommended a "phased implementation" of FGDs across the country, the fifth phase ending in July 2034. The Ministry of Environment, Forest and Climate Change (MoEFCC), issued Notification No: G.S.R. 682 (E ) titled'Environmental (Protection) Second Amendment Rules, 2022 dated 5th September 2022 which categorised the Thermal Power Plants into Three groups based on the Location /Area and fixed timelines for compliance for SO2 emission as Dec 2024, Dec 2025 and Dec 2026 respectively. The non-complying units have to be retired. Until then the Non-compliant units have to pay Environmental Compensation ranging from 0.20 paise to 0.40 paise per unit.

The above Notification has left the power industry no other option but to go for Air Pollution Control Systems (FGD), which is the core technology of Ducon.

Ducon and FGD

Globally, Ducon has been one of the leading supplier of FGD systems.. Ducon FGD systems can achieve over 99% sulfur dioxide removal efficiency. Ducon Flue Gas Desulfurization systems can also recover up to 90% of oxidized mercury in the flue gas. Ducon caters to the industry with its multiple FGD technologies like Wet Lime, Sea Water, Dry etc.

Depending upon the reagent utilized, Ducon can select a packed tower, a spray tower or a Ventri-Rod Absorber (VRA™) (a proprietary Environeering unit) for the wet FGD application. For Dry Flue Gas Desulfurization systems, Ducon uses its proprietary two-fluid nozzle DRX-25 to atomize feed slurry in the spray reactor. Ducon can also provide a Circulating Reactor Dry FGD System suitable for applications of upto 3% sulfur coal and by utilizing dry lime, it can provide upto 97% SO2 removal efficiency. Ducon provides either bag house filter or Electrostatic Precipitator for duct collection downstream. Ducon works with reputable vendors to provide Gas-to-Gas heat exchangers, fans, controls, and reagent handling & feeding systems.

DUCON, being pioneers of FGD in India, is better placed than anybody else to grab the opportunities in the current scenario. With the stringent environmental norms notified by the MoEF, the industry is witnessing massive influx of FGD tenders. DUCON has the strategy to capitalize on the maximum FGD project opportunities by either sole bidding on smaller and medium sized projects or joint bidding with other reputed EPC company on large FGD projects.

Ducon has the capability to provide a complete global turnkey installations including effluent treatment systems.

Milestone Projects

With many firsts in its stride, Ducon is rightly regarded as the pioneers of FGD in India.

a. Ducon has installed India's first Sea water FGD system with 100% of flue gas, for 2 X 250 MW DahanuThermal Power Station for Reliance Energy Ltd. This unit consistently ranks among the cleanest as well as the most reliable power generating station in India. This project also disproved the notion that energy production and environmental protection are mutually exclusive.

b. Ducon is also credited with providing India's first Wet limestone FGD system on coal fired power plant with production of saleable Gypsum for 2 x 600 MW Udupi Thermal Power Station, Karnataka.

c. India's first ever Dual Alkali Scrubber for Sterlite Copper, Toothukudi, Tamilnadu is provided by Ducon

d. India's first ever FGD system for Glass Furnace at Saint Gobain Glass, Sriperumbudur, Tamil nadu is installed by Ducon.

DRY BULK MATERIAL HANDLING SYSTEM

The correct storage, extraction and the selection of suitable transportation systems is becoming increasingly important for powerplant owners. This is particularly of great significance wherever a high service life, few to no interruptions, high throughputs and the lowest possible power consumptions are in demand.

Ducon with its technology specializes in the Design, supply, installation of complete turnkey facilities for Bulk Material Handling and Pneumatic Conveying Systems. Ducon supplies systems to unload, store, reclaim, weigh and sometimes process materials of all kinds of Power, Cement, Steel, Alumina, Chemical and Petrochemical industries. Where there is a product to move, Ducon has the product to move it.

• Pneumatic Conveying Systems (Lean and Dense Phase)

• Mechanical conveying systems

• Discharge systems for Silos and Hoppers

• Process of Bulk materials (Crushing and Grinding)

• Big bag filling and discharge systems

• Transhipment systems (Rail Wagon and Tanker Loading and Unloading system)

Ash handling systems for Power Generation Industry

The industry's main applications are the removal of ash from boiler and filter systems. Course ash / Fly ash collected at Economizer / Air Pre Heater / Duct Hoppers / ESP hoppers is pneumatically conveyed to intermediate silos and to remote silos. Ducon has the capability and technology to design the most efficient dense phase conveying system with capacity as high as 300 TPH and conveying distance in excess of 1500m.

DU-PUMP system

Ducon offers pressure pneumatic conveying system for conveying of various powdery material like Cement, Clinker dust, Sand, Coal, Alumina, Bentonite, Fly ash etc. DU-PUMP systems can operate at higher air to solid rations and it has many advantages like positive pressure system, low velocity, less erosion of pipes and bends.

DU-SLIDE conveyors

DU-SLIDE Conveyors are used to convey the material from one point to another via air. It is ideal for materials such as Fly Ash, Cement, Hydrated Lime, Alumina, Barites and Flour etc. The aeration of the material causes it to act like a fluid and gently slide along the gradual slope of the slide.

DU-SILO Fluidizer

Ducon provides material extraction systems for flat button and conical bottom silos for using reverse fludized cones and open- top- slide conveyors. The centre cone is fludized constantly whereas the radial side conveyors on silo bottom are operated sequentially for systematic extraction of material from silo.

IoT-Enabled Monitoring and Predictive Maintenance

The integration of the Internet of Things (IoT) into dry bulk storage technology has ushered in a new era of monitoring and maintenance practices:

• Sensor Networks: Sensors scattered throughout storage structures continuously collect data on temperature, humidity, material levels, and structural integrity. This real-time information allows for the early detection of issues and proactive maintenance.

• Remote Monitoring: IoT-enabled systems enable operators to monitor storage facilities remotely, granting access to critical data and the ability to respond swiftly to changing conditions or emergencies.

Enhanced Material Flow Control

Efficient material flow is the lifeblood of production processes. Innovations in material flow control systems are boosting productivity and slashing the risk of blockages:

• Vibratory system: This device use mechanical vibrations to prevent bulkmaterials from adhering to silo and container walls, guaranteeing a consistent flow.

• Flow Aids and Liners: Innovative liners and flow aids minimize friction and promote the flow of even the most challenging bulk materials, warding off material buildup and flow interruptions.

• Discharge Gates and Valves: Advanced gate and valve designs allow precise control of material discharge rates, reducing waste and increasing process efficiency.

Safety and Risk Mitigation

Safety is a paramount concern in material handling, and innovations in dry bulk storage technology are tackling risks and enhancing workplace safety:

• Dust Control and Ventilation: Enhanced dust control systems and improved ventilation technology curtail the risk of dust explosions and safeguard worker health.

• Structural Health Monitoring: Continuous monitoring of storage structure integrity identifies potential issues early, thwarting catastrophic failures and ensuring workplace safety.

Customization and Design Software

The demand for customized storage solutions is on the rise, and innovative design software facilitates tailor-made designs:

• CAD and 3D Modelling: Computer-aided design (CAD) software and 3D modelling tools empower engineers to craft precise and customized storage solutions that align with unique project requirements.

• Simulation Software: Simulation software aids in optimizing the layout and design of storage facilities, guaranteeing efficient material flow and minimal material degradation.

Conclusion

Innovations in dry bulk handling and storage technology are reshaping material handling across diverse industries. Advanced materials, IoT-enabled monitoring, sustainability-driven solutions, and automation collectively drive storage facilities' efficiency, safety, and environmental responsibility. As the demand for efficient and sustainable material handling continues to surge, these innovations will remain pivotal in the future of dry bulk storage technology. They ensure the seamless flow of materials while reducing operational costs for industries on a global scale.

As an EPC company, Ducon has executed multiple Dry Bulk Material Handling systems over the last One decade. Ducon is also credited with India's Largest Material Handling system in an Aluminium Smelter at Hindalco Industries Limited, Aditya Aluminium Unit, Lapanga, Orissa. Almost all the Alumina Refineries and Smelters in India have atleast one of the projects installed by Ducon. Major customers in this segment are Hindalco, Vedanta, Nalco, Balco, IOCL, SAIL and others.

RURAL AND URBAN ELECTRIFICATION PROJECTS

In December 2014, Ministry of Power launched the Deen Dayal Gram Jyoti Yojana (DDGJY) which subsumed RGGVY. The main object of the scheme was to ensure 100% rural electrification on targeted manner. It also involved improving sub-transmission and distribution infrastructure in rural areas.

In 2015, the Central Government launched the Integrated Power Distribution Scheme (IPDS) with the objective to provide 24/7 power for all. One of the flagship programmes of the Ministry of Power, IPDS aims at strengthening of sub-transmission network, and also the metering, IT application, Customer care services and the completion of the ongoing works of Restructured Accelerated Power Development and completion of the Reforms Program (RAPDRP).

The new Saubhagya Scheme (Pradhan Mantri Sahaj Bijli Har Ghar Yojana) seeks to ensure universal household electrification, that is, in both rural and urban areas. Under this scheme, the identified poor households will get free electricity connections.

Ducon has executed Rural Electrification under DDGJY scheme and Urban Electrification under IPDS scheme. This is the Third segment which Ducon has diversified into. The projects involve, Construction of new 33 / 11KVA sub-stations, Augmentation of 33/11KVA sub-stations, New 33 KV lines, New 11 KV lines, Metering, etc. Your company plans to expand the volume of this segment in future.

ANALYSIS

Strengths

Ducon is known for its engineering excellence. Over the years, your company has demonstrated superior engineering solutions due to which it has created a valuable brand name. The company is able to keep phase with the evolving needs of the industry with innovation and research. The strengths have enabled your Company to successfully articulate its various differentiated value propositions in the markets in which it operates. The inherent strength of your Company derives from its absolute belief in sound, sustainable business practices and an ability to continuously address the diverse needs of its customers. The strategic objective of the company is to build a sustainable organization that remains relevant to the agenda of the clients, while generating profitable growth for the investors. In order to do this, the company will apply the priorities of 'renew' and 'new' to our own business and cascade it to everything we do.

The Company provides the complete solutions in its EPC segments. The strength of your Company is its core technology FGD, for which it is known for and of course the EPC segment of Bulk Material Handling. With many successful installations in place, your company has the requisite expertise, dedicated group of talented Engineers and other professionals who drive its business and relationships with its business partners and manage its support functions. Having catered to the needs of the large corporates in India, your company has been receiving repeat orders over the years and expects it only to move upwards. The company expands existing client relationships by providing them with a broad set of end-to-end service offerings and increase the size, nature and number of projects they do with them. The strategy is to engage with these clients on regular basis.

Further, using the Lean strategies, your company has been able to identify the areas of improvements, re-design the workflows, and eliminate the unnecessary elements. The impact is seen in the operational efficiency and reflected in the financials of your company. We believe our strong brand, robust quality process and our access to skilled talent base at lower costs of providing services places to us in a unique position to take advantage of the opportunities available.

Quality

You company continues to strive towards operational and delivery excellences with a renewed focus on the path of business excellence. Customer Satisfaction and excellence in quality are key elements for succeeding in this competitive market. Your company has a full-fledged QA / QC department headed by an Engineering professional with the rank of Assistant General Manager. Pre-defined SOPs are followed in every stage of execution of projects. In order to be able to respond quickly to the customers, your Company continues with various internal initiatives to implement result oriented quality management models, compete effectively, improve organizational flexibility and efficiency, streamline internal processes across all its entities globally and institutionalize a culture of continuous improvement.

A strong emphasis is based on quality in every aspect of the company's activities. Several initiatives have been taken to implement result oriented quality management models. In line with this philosophy we have designed our quality management program and have defined several key parameters for measurement of quality levels to ensure improvement in the quality of the deliverables.

In order to be able to respond quickly to the customers, your Company continues with various internal initiatives to compete effectively, improve organizational flexibility and efficiency, streamline internal processes and institutionalize a culture of continuous improvement. The system comprises well defined organization structure, pre-identified authority levels and documented policy guidelines and manuals for delegation of authority.

Review of key business processes like business planning, reporting and communication has been done to make them more effective in meeting business objectives. Moving forward, your company shall continue to further strengthen its processes by adopting best-in-class standards.

Opportunities and threats

Opportunities:

Our diversification strategy continues to provide us with new growth opportunities. With our experience and expertise, we believe that we are strategically placed in our business segments. Similarly the management decision of having suitable business tie up will help us to capture maximum opportunities in the recently revived FGD segment. Looking towards the future, your Company will remain focused on agility, innovation and operational excellence. Focusing on strategic verticals and geographies will also lead to an increase in the list of potential customer base.

Threats:

Competition is the main threat to most EPC companies, considering the aggressive pricing by the new entrants, changes in technology and markets. Changes in government policy or regulations / legislation etc also brings challenges and treats to the smooth functioning of the Company. As companies recognize the critical role of technology as an enabler to their business, the number of in-house technology centers of large enterprises as well as the number of new entrants in the market increases.

Since the EPC sector is exposed to high attrition rate due to more opportunities available in market for the employee, retaining existing talent pool and attracting new talented manpower is a major risk to the Company. The Company has initiated various measures to enhance the retention of employees during the year which includes, employee engagement surveys, transparent Performance Management System, ESOP etc to maintain employee-friendly culture in the organization.

Risks and Concerns

Important factors that could influence the Company's operations include change in government regulations, tax laws, increased competition, economic and political developments. The Company's objectives and expectations may be forward looking within the meaning of applicable laws and regulations. The competition from large international and Indian companies is increasing in the domestic market space. Actual results may differ materially from those expressed.

The productive life of resources is shrinking and the regulatory requirement in the areas of Air Pollution Control is tightening, thereby increasing the level of investment needed to meet the market requirements. These, while provide huge growth opportunities to your Company, also exposes it to increased competition. In the EPC industry, the ability to execute projects, build and maintain client partnerships and to achieve forecasted operating and financial results are significantly influenced by the organization's success in hiring, training and retaining highly skilled Engineering professionals. The market continues to be highly competitive for attracting and retaining Engineering professionals &this is compounded by the ever changing constraints around talent mobility primarily on account of regulatory requirements and also the evolving value propositions for a range of clients across geographies.

Internal control systems and their adequacy

The Company's well-defined organizational structure, documented policy guidelines, defined authority matrix and internal controls ensure efficiency of operations, compliance with internal policies and applicable laws and regulations as well as protection of resources.

Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Company has the robust Management Information System, which is an integral part of the control mechanism. The Company has a well-defined delegation of power with authority limits for approving revenue as well as expenditure and processing payments. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The Company has made the employees responsible for establishing expectations and seeking feedback at every role that is assigned. The employees have been enabled to influence their network of peers to co-own goals. This has helped enable cross functional collaboration and interlock. Employees can give and receive help on their goals by making them public and also express their likelihood of reaching their goals. The company has put in place adequate systems of internal control commen surate with its size and the nature of its business. These systems provide a reasonable assurance in respect of financial and operational information, compliance with both applicable statutes, & corporate policies and safeguarding of the assets of the company.

Ducon Infratechonologies Limited has the Audit Committee, the details of which have been provided in the corporate governance report. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggest improvements to strengthen the same.

3. Dividend:

With a view to plough back the profits of the Company and keeping in mind the expansion of business activities, the Board of Directors considers it prudent and recommends not declaring any dividend for the year ended March 31,2024.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The Provisions of Section 125 (2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

5. Transfer to reserves:

The Company has not transferred any amount to reserves.

6. Material changes and commitments, if any, 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 the report:

There were no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company and the date of the Directors' report. However, the following changes took place during the financial year under review:

1. The Company in its Board Meeting held on February 16, 2024 had approved the proposal to undertake a capital raising exercise by way of issuance of equity shares of the Company to its existing shareholders on a rights basis having face value of Re.1/- (Rupees 1 Only) each for cash for an aggregate amount not exceeding Rs. 50 Crores (Rupees Fifty Crore Only) in order to augment the working capital requirements of the Company & general corporate purposes as subject to necessary approvals of any Statutory Authority, if required.

Further Company had filed in-principle application with BSE India Limited on May 18, 2024 and Nation Stock of Exchange of India Limited on May 19, 2024 and received approval for the same on July 03, 2024 and June 21,2024 respectively till the date of our report.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

8. Change in nature of Business Activity of the Company:

There was no change in the nature of business activity of the Company. However during the year under review the Company has expanded its activities in the area of providing video security surveillance solutions through Artificial Intelligence. These activities are still in infancy stages and may increase over time in the coming years. We have also entered in the emerging markets of green hydrogen production and transportation, and Aerospace Engineering through forming strategic alliance with technology partners.

9. Details of Holding/Subsidiary/Joint Ventures/Associate Companies:

The Company has a Wholly-owned Unlisted Material Subsidiary at USA named "Ducon Combustion Equipment Inc." as on 31.03.2024. The same was incorporated on December 04, 2017 at Newyork, USA with the objects to sell diversified combustion and power products.

The Policy for determining Material Subsidiaries as formulated in line with the requirements of the Act and the Listing Regulations, and the same can be accessed on the Company's website at https://duconinfra.co.in/investors

Pursuant to Section 129 of the Act read with Rule 5 to the Companies (Accounts) Rules, 2014, the statement containing salient features of the financials of Subsidiary Company in Form AOC - 1 is annexed herewith in this Report as Annexure-I.

10. Explanation or comments on Qualifications, reservations or adverse remarks made by Auditors and the Practicing Company Secretary in their Reports:

A. The Auditors' Report to the members on the Accounts of the Company for the financial year ended 31st March, 2024 does not contain any qualifications, reservations or adverse remarks. However, the Standalone and Consolidated Audit Report contains the following emphasis of matters:

(i) The Company has made investments in equity shares of a private limited company aggregating to Rs. 500.00 lakhs as on March 31,2024 reported under Investments in Non-Current Assets. The investments are to be measured at fair value in the statement of financial position as per requirements of Indian Accounting Standard 109.

Board's Response: The management is of the opinion, keeping in view their long term business synergy and potential, it has been decided to value such investments at cost for the year ended March 31,2024.

B. The Secretarial Audit Report, contains the following observation from Secretarial Auditor:

The Secretarial Auditor Report of the Company for the financial year ended March 31,2024 does not contain any qualifications, observations or adverse remarks, however our Secretarial Auditor has mentioned in their report that during the year the Company had received several clarifications from the stock exchanges and the same has been adequately responded by the Management of the Company within statutory timeline.

11. Directors and Key Managerial Personnel:

The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

The Board composition changed during the year on account of following:

• Mr. Sanjay Vasaikar (DIN:03213340) was resigned from the post of Additional Director (Non-Executive, Independent) of the Company with effect from April 20, 2023 and simultaneously from the membership of Audit Committee, Stakeholder & Relationship Committee and Nomination & Remuneration Committee.

• Ms. Apeksha Agiwal (DIN: 10083559) appointed as an Additional Director (Non-Executive, Independent) of the Company w.e.f. July 17, 2023 and simultaneously as a member of Audit Committee, Stakeholder and Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee of the Company.

• Ms. Apeksha Agiwal (DIN: 10083559) was appointed as an Independent Director (Non- Executive) for a first term of 5 years at the AGM held on September 30, 2023.

In the opinion of the Board, all the directors, as well as the directors appointed / re-appointed during the year possess the requisite qualifications, experience and expertise and hold high standards of integrity.

The above appointments by the Board of Directors are based on the recommendation of the Nomination and Remuneration Committee. The Company has received Form DIR-8 and Form DIR-2 from above Directors, wherever required. Further, all the Directors are eligible for appointment/ re-appointment as the case may be.

Pursuant to the provisions of Section 203 of the Act, there has been no change in the key managerial personnel during the year.

12. Auditors:

Statutory Auditor: Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Hitesh Shah & Associates, Chartered Accountants, (ICAI Firm Registration No. 107416W) had been appointed as the statutory auditors of the Company, for a term of five consecutive years, at the AGM held in the year 2022. The Companies (Amendment) Act, 2017, has waived the requirement for ratification of the appointment of auditor by the shareholders at every Annual General Meeting with effect from May 07, 2018. Hence, the approval of the members is not being sought for the re-appointment of the Auditors in line with the resolution passed for their appointment at the 13^th AGM held on September 30, 2022.

Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your Company. They have also confirmed that they hold a valid peer review certificate as prescribed under Listing Regulations.

Secretarial auditor: M/s. VRG & Associates., Company Secretaries in Practice (ACS: 33236, CP: 22478), is appointed as Secretarial Auditor of the Company for financial year 2023-2024 & 2024-2025 in the Board Meeting held on April 23, 2024, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

13. Corporate Governance:

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders' expectations while continuing to comply with the mandatory provisions of corporate governance. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Management Discussion and Analysis, Corporate Governance as well as the Statutory Auditors' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

14. Board policies:

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations are available at Company's website at https://duconinfra.co.in/investors/

15. Code of Conduct for Directors and Senior Management:

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. The copies of Code of Conduct as applicable to the Executive Directors (including Senior Management of the Company) and Non-Executive Directors are uploaded on the website of the Company - www.duconinfra.co.in.

16. Familiarization Program for Independent Directors:

The Company has a practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

17. Particulars of the Employees:

The information as required under Section 197 of the Act and rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made there-under is not applicable as none of the employees are in receipt of remuneration which exceeds the limits specified under the said rules.

18. Documents Placed on the Website:

The following documents have been placed on the website in compliance with the Act and SEBI Regulations and further details & information available at https://duconinfra.co.in/investors/

• Financial statements of the Company along with relevant documents.

• Details of Vigil mechanism for directors and employees to report genuine concerns as per proviso to Section 177(10).

• The terms and conditions of appointment of independent directors as per Schedule IV to the act.

• Latest Corporate Announcements

• Annual Reports

• Shareholding Pattern

• Code of Conduct

• Corporate Governance

• Nomination and Remuneration Policy

• Materiality Policy under Regulation 30 of SEBI(LODR) Regulations, 2015

• Credit Rating

19. Human Resource Management (Material developments in Human resources/Industrial Relations front, including number of people employed):

Your Company has HR policy that elaborates on each aspect of human resource management including recruitment, employee development & training, staff welfare, administration services & recreation events. The Company offers a growth environment along with monetary benefits in line with industry standards. The Company has a number of employee initiatives to attract, retain and develop talent in the organization. Your Company's core strength is its people. To bring in more business focus and total ownership, your Company's business organizational structure has been redesigned. This is expected to allow better growth and reward opportunities for talent, while simultaneously delivering better value to shareholders.Your Company encourages regular training and development program. Continuous training is imparted in advanced technologies, managerial and soft skills for the employees to enhance their skill-sets in alignment with their respective roles. The major thrust continues in the effort to bring about measurable change in training coverage and effectiveness, increasing the Leadership and Development opportunities for every staff member.

Employee Retention is a key focus area. The Company has initiated various measures to enhance the retention of employees during the year which includes, employee engagement surveys, transparent Performance Management System, and connect to maintain employee-friendly culture in the organization.Company's people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year. Ducon has continually adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities.

20. Fixed Deposits:

Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

21. Directors Responsibility Statement:

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 the Directors based on the information and representations received from the operating management confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with no material departures;

b. The Directors 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 of the Company for that period;

c. The Directors had taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis; and

e. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. Share Capital:

The paid up Equity Share Capital as on March 31,2024 is Rs. 25,99,40,469/- divided into 25,99,40,469 Equity shares of Re.1/- each.

During the year the Company had increased its Authorised Share Capital from 30,00,00,000/- (Rupees Thirty Crore only) divided into 30,00,00,000/- (Thirty Crore) Equity Shares of Re. 1/- (Rupees One) each to Rs. 40,00,00,000/- (Rupees Forty Crore only) divided into 40,00,00,000/- (Forty Crore) Equity Shares of Re. 1/- (Rupees One) vide Special Resolution passed on March 31,2024 through Postal Ballot.

23. Shares:

a. Buyback of Securities: The Company has not brought back any of the securities during the year under review.

b. Sweat Equity: The Company has not issued any sweat equity shares during the year under review.

c. Employee Stock Option Plan: The Company had passed Resolution for providing Stock Options to the employees of the Company through postal ballot. However the same is yet to be implemented for which necessary approvals have been taken from regulatory authorities and Exchanges.

d. Right Issue: The Board of Directors of the Company at its meeting held on February 16, 2024, had decided to explore various fund raising options including Right issue that involves issuance of Equity Shares which requires the Company to enhance its existing Authorised Share Capital base. Accordingly, the Authorised Share Capital of the Company was increased to

Rs. 40,00,00,000/- (Rupees Forty Crores) comprising of 40,00,00,000 (Forty Crores) equity shares of Re. 1/- each and also it constituted Rights Issue Committee of the Board for the purpose of giving effect to the Issue.

Thereafter, on May 18, 2024 and May 19, 2024, the Company submitted the draft letter of offer along with in-principle application in connection with the proposed rights issue framed in line with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the BSE Limited and National Stock Exchange of India Limited respectively, for requisite approvals and the Company had received in-principle approval from BSE Limited and National Stock Exchange of India Limited on July 03, 2024 and June 21,2024 respectively.

Object of the Issue: The funds raised by Rights issue were utilized for working capital requirements as per stated objectives in the offer letter and general corporate purposes.

In continuation to the above, the Board of Directors at its meeting held on Saturday, August 24, 2024 approved the terms and conditions for Rights Issue of up to an amount not exceeding Rs.45,48,95,826 divided into 6,49,85,118 equity shares with a face value of Rs. 7/- per Equity Share (including a premium of Rs.6/- per Equity Share) in ratio of 1:4 to eligible shareholders as on the record date Friday, August 30, 2024.

The Offer period for the eligible securities will commence on Thursday, September 12, 2024 and end on Thursday September 19, 2024. [both days inclusive] and last date for on Market Renunciation for Rights Entitlement is Monday, September 16, 2024.

24. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee.

25. Number of Meetings of the Board:

During the year Seven Board Meetings were held. The details of the Board and various Committee meetings are given in the Corporate Governance Report.

26. Declaration by an Independent Director(s):

A declaration has been received by an Independent Director(s) that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

27. Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Nomination remuneration and compensation committee policy (NRC Committee):

The NRC Committee of the Company shall be formed by the Board of Directors of the Company out of its Board members. The NRC Committee shall consist of minimum three non-executive directors out of which two shall be independent directors. The Chairperson of the Company may be appointed as a member of the NRC Committee but shall not chair the NRC Committee. The Chairman of the NRC Committee shall be an independent director. No member of the NRC Committee shall have a relationship that may interfere with his independence from management and the Company or with the exercise of his duties as a NRC committee member. The NRC Committee may invite such of the executives of the Company, as it considers appropriate (and particularly the Managing Director) to be present at the meetings of the NRC committee, but on occasions it may also meet without the presence of any executives of the Company. The Company Secretary shall act as the secretary to the NRC Committee.

28. Committees of Board:

With an objective to strengthen the governance standards and to comply with the applicable statutory provisions, the Board has constituted various committees. Details of such Committees constituted by the Board are given in the Corporate Governance Report, which forms part of this Annual Report.

29. Risk Management:

Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the Company's business systems and processes, such that our responses to risks remain current and dynamic.

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. For details, please refer to the Management Discussion and Analysis report which form part of the Board Report.

30. Vigil Mechanism:

Your Company has established a mechanism called 'Vigil Mechanism' for Directors and employees to report the unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.duconinfra.co.in.

31. Corporate Social Responsibility:

The Company was required to spend towards CSR as per Audited figures as on March 31,2024 and hence the Report on CSR is attached herewith as Annexure-II.

32. Credit Rating:

Your Directors have pleasure to inform that Acuite had carried out a credit rating assessment of the Company both for short term and long term bank facilities in compliance with norms implemented by Reserve Bank of India for all banking facilities which enables the Company to access banking services at low costs. Acuite Ratings has assigned Acquite D rating to our Company for Long Term & Short Term Bank facilities for a total amount of Rs 112.00 Crore.

33. Particulars of Remuneration:

The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company, is given under Annexure-III.

34. Internal Audit & Controls:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

35. Extract of Annual Return:

The Annual Return as prepared under Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, is placed on website of the Company i.e., www.duconinfra.co.in.

36. Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed, M/s. VRG & Associates, Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y 2023-2024. The Company provides all the assistance and facilities to the Secretarial Auditor for conducting their audit. Report of Secretarial Auditors for the F.Y 2023-2024 in Form MR-3 is annexed to this report as Annexure-IV.

37. Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

38. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto have been disclosed in Form No. AOC-2 as Annexure - V.

39. Obligation of Company under the Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

In order to prevent sexual harassment of women at work place, a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified. Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. The committee is conducting regular meetings and during the year, the Company has not received any complaint of sexual harassment.

40. Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 forming part of Directors' Report for the year ended 31stMarch, 2024 is as under:

Conservation of Energy: The Company's operations involve low energy consumption. However efforts to conserve and optimize the use of energy through improved operational methods and other means will continue.

Technology Absorption: The Technology available and utilized is continuously being upgraded to improve overall performance and productivity.

Research & Development: Your Company believes that research & development is a continuous process for sustained corporate excellence. Our research & development activities help us in product and service improvement, effective time management and are focused to provide unique benefits to our customers. Such methods do not involve any specific cost burden to the Company.

Foreign Exchange Earnings: Rs. Nil (previous year Nil)

Foreign Exchange Outgo: Rs. Nil (previous year Nil)

41. Maintenance of cost records:

The Company was not required to maintain cost records under Section 148 of the Companies Act, 2013.

42. Compliance with Secretarial standards:

During the year under review, your Company has complied with the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

43. Report on frauds reported by Auditors under Section 143(12) of the Companies Act, 2013:

The Auditors have not reported any frauds as required to be mentioned under Section 143(12) of the Companies Act, 2013.

44. Details of applications, approved or pending under Insolvency and Bankruptcy Code, 2016:

The Company, in the capacity of Financial Creditor, has not filed any applications with National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24 for recovery of outstanding loans against any customer being Corporate Debtor. Further, no application has been filed with National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 against the Company for recovery of any debt during the year under review.

45. Difference in valuation done for One time settlement and valuation done while taking a loan from Banks or other financial institutions:

The above clause is not applicable as no valuation was done during the reporting period.

46. Consolidated Financial Statements:

There was no entity which became or ceased to be Subsidiary, Joint Venture or Associate Company of the Company during the financial year ended March 31, 2024. However, Ducon Combustion Equipment Inc, Wholly Owned Subsidiary of the Company provides fuel gas distribution services and clean technology.It is located in USA. As per the audited financial statements of Ducon Combustion Equipment Inc. for the year ended March 31,2024, its total income from operations and Net Profit was Rs. 10389.42/- and Rs. 258.43/- respectively, on consolidated basis. Pursuant to Section 129 of the Act read with Rule 5 to the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statement of Subsidiary Company in Form AOC - 1 forms part of this Annual Report. The consolidated financial statements forming part of this Annual Report are prepared in compliance with the applicable Indian Accounting Standards and Listing Regulations. Pursuant to the provisions of Section 136 of the Act, this Annual Report is available on the website of the Company https://www.ducon.co.in.

47. Acknowledgements:

Your Directors thank the Company's Investors, Clients, Vendors, Bankers, Business and various governmental as well as regulatory agencies for their continued support and confidence in the management.

Your Directors wish to place on record their deep sense of appreciation of the dedicated and sincere services rendered by employees at all levels during the year. Your Company's consistent growth was made possible by their hard work, solidarity, cooperation and support.