Ducon Infratechnologies Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the Sixteenth (16^th) Annual Report on the business and operations of your Company for the
period ended March 31,2025.

1. Financial Highlights

('' In lakhs)

Particulars	Year ended 31/03/2025	Year ended 31/03/2024
Gross Income	25460.45	31561.76
Profit Before Interest and Depreciation	1782.9	1687.48
Finance Charges	1080.87	995.50
Profit before Depreciation	702	691.98
Provision for Depreciation	11.54	9.31
Net Profit Before Tax	690.46	682.67
Provision for Tax	174.85	178.48
Net Profit After Tax	515.61	504.19
Other Comprehensive Income	-	-
Total Comprehensive Income after Tax	515.61	504.19
Balance of Profit brought forward		2457.87
Income Tax Earlier Year	-	-
Balance available for appropriation	2715.61	3014.29

2. Management Analysis and Discussions:

The total income on consolidated basis for the financial year under review was Rs. 45242.07 Lacs as against Rs. 41951.18 Lacs during
the previous year. The Operating Profit (earnings before depreciation and interest and tax) has increased by 43.20% to Rs. 3146.75
Lacs as against Rs. 2197.51 Lacs in the previous year. The Consolidated profit before tax stood at Rs.1937.62 Lacs as compared to Rs.
1078.73 Lacs in the previous year. The Company has made a provision of tax totaling to Rs.582.75 Lacs and the consolidated profit
after tax stood at Rs.1354.87 Lacs for the current year as against Rs. 762.62 Lacs in the previous year.

The total income of standalone for the financial year under review was Rs. 25460.45 Lacs as against Rs. 31561.76 Lacs during the
previous year reflecting a reduction of 19.33%. There is growth of 5.65% in the Operating Profit (earnings before depreciation and
interest and tax), which is Rs 1782.87 Lacs for the current year as against Rs. 1687.48 Lacs in the previous year. The profit before tax
stood at Rs.690.46. Lacs as compared to Rs. 682.67 Lacs in the previous year. The Company has made a provision of tax totaling
to Rs.174.85 Lacs and the profit after tax stood at Rs.515.61 Lacs for the current year as against Rs. 504.19 Lacs in the previous year.

Overall your Company has recorded growth and improved its margins. The improvement in margin is the result of continued focus
of the company on technological EPC projects. The company is implementing measures to improve operational efficiency further.
With the objective of reducing the Finance cost, the company aims to reduce its bank liability substantially. During the current year,
it has reduced the fund based limit (cash credit) from the bank by 22% and aims to reduce it further in the coming year. The
company has robust enquiries from the customers and it continues to bid for many projects of FGD & Bulk material handling
systems and hopes to book some more projects in the immediate future.

BUSINESS OVERVIEW

Your Company is a technological EPC (ENGINEERING, PROCUREMENT AND CONSTRUCTION) Company renowned for its innovative
designs, high efficiency and long service life. It operates in Industrial EPC sector with niche techno-economic feasible solutions. The
company''s reputation is built on proven technologies, expert manufacturing and a commitment to on time project completion.
Driven by cutting edge engineering, it continually pushes boundaries of technological advancement. With a strong track record of
reliable and cost effective project execution, your company has consistently delivered results that perform efficiently year after
year. As a single source service provide, your company takes full responsibility for the execution of major:

AIR POLLUTION CONTROL SYSTEMS - FGD

Flue-gas desulfurization (FGD) is a set of technologies used to remove sulfur dioxide (S02) 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 (S02) 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 S02 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 S02-absorber. However, in dry injection or spray drying operations, the
S02 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 S02. 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. Power giant NTPC, has

declared in the month of Nov 2024 that its Board has approved investment proposals worth about Rs 80,000 crore for thermal
projects totalling 6,400 MW.

A study by the National Institute of Health estimates that around 2 million deaths occur annually due to chronic respiratory diseases.
Long exposures to outdoor air pollution and the toxic effects of biomass fuel are the major risk factors. Thus, an ongoing surge in
emissions drives the demand for flue gas desulfurization across several industries like iron and steel, cement production, and power
generation.

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 techno¬
economic 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 S02 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% S02 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 offer equipments and equipments to meet most stringent global and local environmental regulations in the most cost
effective manner. Ducon''s complete line of air pollution control equipment is used to remove particulate matter and gaseous
pollutants.

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

Applications

Thermal Power plants, Coal Fired Boilers, Oil Fired Boilers, Pulp and paper plants, Diesel Generators, Glass, Furnace, Copper smelters
etc.

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 Dahanu Thermal Power Station for
Reliance Energy Ltd. This unit consistently ranks among the cleanest as well as the most reliable power generating station in
I ndia. 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.

e. India''s first FGD in Battery Breaking unit for Chloride Metals (Exide Battery), Haldia, West Bengal.)

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.

DRY BULK MATERIAL HANDLING SYSTEM

The correct storage, extraction and the selection of suitable transportation systems is becoming increasingly important for power
plant 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 has broad knowledge base and system reference for various kinds of Bulk Material Handling Systems like;

- Alumina Handling Systems

- Coal Handling Systems

- Limestone Handling Systems

- Tanker and Rail Wagon Loading and Unloading Systems

- Sile Loading and Unloading Systems

- Bins and Silo Aeration Systems

- Pneumatic Conveying Systems

Your Company has executed several projects of Bulk Material Handling Systems throughout India.

The efficient storage, extraction, and selection of suitable transportation system is paramount to industries. This is particularly of
great significance wherever a high service life, few to no disruptions, high through put of bulk materials is paramount in industries
spanning agriculture, mining, construction, and manufacturing. It''s the linchpin of maintaining product quality, optimizing
processes, and curbing operational costs. From groundbreaking materials and intelligent monitoring systems to sustainable
solutions and space-efficient designs, these advancements are revolutionizing how we store and manage bulk materials

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 center cone is fluidized constantly whereas the radial side conveyors on silo bottom are operated sequentially
for systematic extraction of material from silo.

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 These projects include
BTAP Wagon Unloading & Loading System for storage and handling of Alumina

Major customers in this segment are Hindalco, Vedanta, Nalco, Balco, IOCL, SAIL and others.

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
commensurate 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 31,2025.

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. In accordance with terms of approval of Board of Directors at their meeting held on August 24, 2024, the Company on
September 30, 2024 allotted 6,49,85,118 Fully Paid -up Equity Shares at a price of Rs. 7/- per Rights Equity Share (including a
premium of Rs. 6/- per Right Equity Share) having face value of Re. 1/- each to existing shareholders on rights issue basis. The
Company had received listing approval from BSE Limited on October 03, 2024 and National Stock Exchange of India Limited on
October 04, 2024 and trading approval on October 09, 2024 from both exchanges. The proceeds from Rights issue have been
utilised for the intended purposes.

2. The Company had altered its Memorandum of Association via inserting new clause no. 70 under Clause Ill C in the other object
i.e., insertion of new object pertaining to Aerospace Engineering in the Board Meeting held on August 24, 2024 which was duly
approved by the members of the Company in the Annual General Meeting held on September 30, 2024.

3. The Company in its Board Meeting held on January 17, 2025 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/- each
for cash for an aggregate amount not exceeding Rs.4,950 Lakhs (Rupees Four Thousand Nine Hundred and Fifty Lakhs Only) in
order to augment the working capital requirements and other general corporate purposes of the Company.

Additionally, the Company had received in-principle approval from National Stock Exchange of India Limited and BSE Limited
on August 07, 2025 and August 14, 2025 respectively.

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 March
31,2025. 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 March 31,2025 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 31,2025 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. However, 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 31,2025.

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 31,2025.

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

The Secretarial Auditor''s Report of the Company for the financial year ended March 31, 2025 does not contain any
qualifications, observations, or adverse remarks. However, the Auditor has noted that during the year, the Company received
several clarifications and was penalized for a one-day delay in submitting the prior intimation of the Board Meeting under
Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, by BSE Limited ("BSE") and the
National Stock Exchange of India Limited ("NSE"). Further, as on the date of this report, the Company has also been penalized
for delay in submission of the Shareholding Pattern Report under Regulation 31 of the Listing Regulations by BSE and NSE. The
Auditor has confirmed that the Company promptly responded to all queries within the prescribed timeframe and has duly
paid the applicable fines.

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. Chandrasekhar Ganesan (DIN: 07144708) Executive Whole-time Director of the Company resigned from the post of
Executive Whole-time Director & Key Managerial Personnel in the Company with effect from March 31, 2025 and
simultaneously from the membership of Corporate Social Responsibility Committee, Stakeholders Relationship Committee,
Rights Issue Committee and any other Committee which he was part of.

• Mr. Arun Govil (DIN: 01914619), Managing Director of the Company will retire by rotation at the ensuing AGM and being
eligible, offers himself for re-appointment. Further, he has been reappointed as Managing Director of the Company for a
period of 5 years with effect from September 30, 2025 subject to approval of shareholders at the ensuing Annual General
Meeting and also subject to approval of Central Government if any, required. As Mr. Arun Govil will attain the age of 70 years
during the tenure of his proposed appointment, the re-appointment is also being made in compliance with the provisions of
Section 196 of the Companies Act, 2013.

• Mr. Harish Shetty (DIN: 07144684) Executive Whole-time Director and Chief Financial Officer of the Company, reappointed for a
period of 5 years with effect from September 06, 2025 subject to approval of shareholders at the ensuing Annual General
Meeting.

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 profiles of the above-mentioned Directors are given in the Notice of the ensuing AGM, forming part of this Annual Report.

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
except from the abovementioned changes.

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 2024 and 2025 i.e., for a period of 2 years in the Board Meeting held on April 23, 2024.

Further pursuant to SEBI Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024 M/s. VRG & Associates.,
Company Secretaries in Practice (ACS: 33236, CP: 22478), is proposed to be appointed as Secretarial Auditor of the Company in the
Board Meeting held on September 02, 2025 for financial year 2026 to 2030 i.e., for a period of five years subject to approval of
shareholders at the ensuing Annual General Meeting.

13. Internal Financial Control System and their Adequacy:

The Company has an adequate system of internal financial controls that is commensurate with the size, scale and nature of its
operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial
and operational information, complying with applicable accounting standards, safeguarding of its assets, prevention and
detection of errors and frauds and timely preparation of reliable financial information.

14. 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.

15. 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/

16. 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.

17. 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.

18. 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.

19. 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 ofConduct

• Corporate Governance

• Nomination and Remuneration Policy

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

• Credit Rating

20. 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. On the recruitment front, the company has
started resourcing Engineering manpower directly from colleges tapping candidates with academic excellence as Trainees. 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.

21. 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.

22. Directors Responsibility Statement:

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134of 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.

23. Share Capital:

The paid-up Equity Share Capital as on March 31,2025 is Rs. 32,49,25,587/- divided into 32,49,25,587 Equity shares of Re.1/- each.

Further 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.

24. 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:

a) 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, to 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 Rs. 1/- each. The
Company also 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.

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 accordance with terms of approval of Board of Directors at their meeting held on August 24, 2024, the Company on
September 30, 2024 allotted 6,49,85,118 fully paid -up Equity Shares at a price of Rs. 7/- per Rights Equity Share (including a
premium of Rs. 6/- per Right Equity Share) having face value of Re. 1/- each in ratio of 1:4 to eligible existing shareholders as
on the record date Friday, August 30, 2024 on rights issue basis. The Company had received listing approval from BSE
Limited on October 03, 2024 and National Stock Exchange of India Limited on October 04, 2024; and trading approval on
October 09, 2024 from both exchanges. The proceeds from Rights issue have been utilised for the intended purposes.

b) The Company in its Board Meeting held on January 17, 2025 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/- each for cash for an aggregate amount not exceeding Rs.4,950 Lakhs (Rupees Four Thousand Nine Hundred and
Fifty Lakhs Only) in order to augment the working capital requirements and other general corporate purposes of the
Company. The Company also constituted Rights Issue Committee of the Board for the purpose of giving effect to the Issue.

Additionally, the Company had received in-principle approval from National Stock Exchange of India Limited and BSE
Limited on August 07, 2025 and August 14, 2025 respectively.

25. 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.

26. Number of Meetings of the Board:

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

27. 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 sub¬
section (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.

28. 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.

29. 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.

30. 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.

31. 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.

32. Corporate Social Responsibility:

The Company was required to spend towards CSR as per Audited figures as on March 31,2025 and hence the Report on CSR is
attached herewith as Annexure-ll.

33. 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 Acuite D rating to our Company for Long
Term & Short -Term Bank facilities for a total amount of Rs 112.00 Crore. However as on date of signing the Report, the agency has
revised its long-term rating to ACUITE B | Stable | Reaffirmed, for total bank facilities amounting to 45.49 crore.

34. 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-lll.

35. 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.

36. 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.

37. 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 2024-2025. The Company provides all
the assistance and facilities to the Secretarial Auditor for conducting their audit. Report of Secretarial Auditors for the F.Y 2024-2025
in Form MR-3 is annexed to this report as Annexure-lV.

38. 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.

39. 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.

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

Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace. An Internal Complaints
Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (''the said Act''), and the Company has complied with all the provisions of the POSH Act and the rules framed
thereunder. Further details are as follow:

a	Number of complaints of Sexual Harassment received in the Year	Nil
b	Number of Complaints disposed off during the year	Nil
c	Number of cases pending for more than ninety days	Nil

41. 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 March 31,2025 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)

42. Maintenance of cost records:

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

43. 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.

44. 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.

45. 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 2024-25 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.

46. 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.

47. 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, 2025. 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 31,2025, its total income from operations and Net Profit was Rs. 19781.62/-
and Rs. 839.26/- 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.

48. Maternity Benefit:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory
benefits to eligible women employees during the year.

49. 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.

For and on behalf of the Board of Directors
Ducon Infratechnologies Limited

Arun Govil Harish Shetty

Managing Director Executive Whole Time Director & CFO

DIN: 01914619 DIN: 07144684

Date: September 02, 2025
Place: Thane

Registered Office
Ducon House, Plot No. A/4,

Road No. 1, MIDC,

Wagle Industrial Estate,

Thane-400604.

CIN No: L72900MH2009PLC191412

---

Mar 31, 2024

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 : ('' In lakhs)
	Particulars	Year ended 31/03/2024	Year ended 31/03/2023
	Gross Income	31561.76	31242.75
	Profit Before Interest and Depreciation	1687.48	1525.96
	Finance Charges	995.50	988.69
	Profit before Depreciation	691.98	537.27
	Provision for Depreciation	9.31	6.25
	Net Profit Before Tax	682.67	531.03
	Provision for Tax	178.48	143.03
	Net Profit After Tax	504.19	387.99
	Other Comprehensive Income	-	(0.64)
	Total Comprehensive Income after Tax	504.19	387.35
	Balance of Profit brought forward	2457.87	2070.51
	Income Tax Earlier Year	-	-
	Balance available for appropriation	3014.29	3469.39

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 - EPCAIR 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.

INDIA''S POWER MIX
Power Source	Share in Power Generation		Capacity Utilisation
	FY 20	FY 24	FY 20	FY 24
Coal-fired	71%	75%	53%	68%
Solar	4%	7%	17%	16%
Wind	5%	5%	20%	21%
Hydro	12%	8%	39%	33%
Others	8%	5%	-	-

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 power

plant 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.

ANALYSISStrengths

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 threatsOpportunities:

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.

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Mar 31, 2023

The Directors are pleased to present the Fourteenth Annual Report on the business and operations of your Company for the period ended March 31,2023.

1. Financial Highlights

(Rs. In Lakhs)
	Particulars	Year ended 31/03/2023	Year ended 31/03/2022
	Gross Income	31,242.75	12,488.64
	Profit Before Interest and Depreciation	1,525.97	1,084.35
	Finance Charges	988.69	953.85
	Profit before Depreciation	537.28	130.50
	Provision for Depreciation	6.25	9.37
	Net Profit Before Tax	531.03	121.13
	Provision for Tax	143.03	38.27
	Net Profit After Tax	387.99	82.86
	Other Comprehensive Income	(0.64)	0.04
	Total Comprehensive Income after Tax	387.35	82.90
	Balance of Profit brought forward	2,070.81	1,987.91
	Income Tax Earlier Year	-	-
	Balance available for appropriation	3,469.39	2,070.81

2. Management Analysis and Discussions:

Discussion on financial performance with respect to operational performance:

The total income of standalone for the financial year under review was Rs. 31,242.75 Lacs as against Rs.12,488.64 Lacs during the previous year. The Operating Profit (earnings before depreciation and interest and tax) recorded a increase of40.73% at Rs. 1,525.96 Lacs as against Rs. 1,084.35 Lacs in the previous year. The profit before tax stood at Rs. 531.03 Lacs as compared to Rs. 121.13 Lacs in the previous year. The Company has made a provision of tax totaling to Rs.143.03 Lacs and the profit after tax stood at Rs. 387.99 Lacs for the current year.

The total income on consolidated basis for the financial year under review was Rs. 39,613.58 Lacs as against Rs.38,476.54 Lacs during the previous year. The Operating Profit (earnings before depreciation and interest and tax) on consolidated basis is Rs.1,671.66 Lacs as against Rs. 1,694.99 Lacs in the previous year. The Consolidated profit before tax stood at Rs. 564.50 Lacs as compared to Rs. 627.65 Lacs in the previous year The Company has made a provision of tax totaling to Rs. 154.66Lacs and the consolidated profit after tax stood at Rs. 409.85 Lacs.

Overall your Company recorded growth both in terms of revenue and profit. Your Company continues with its rigorous cost restructuring exercises and efficiency improvements which have resulted in significant savings, thereby enabling the Company to maintain profitable growth in the current economic scenario. Continuing to order booking spree, the company booked one more FGD order during this period. The company continuing 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. This, in addition to increasing prevalence of airborne diseases, implementation of environmental laws and regulations, and growing concerns over environmental pollution is expected to boost the demand for new FGD systems in the market. 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 desulphurization (FGD) market is forecast to grow from $9.6 billion in 2018 to $12 billion by 2024, exhibiting a CAGR of over 4% during 2019-2024, owing to the enforcement of various federal laws and regulations that mandate SOx emitting industries to install air quality control equipment in their plants.

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 Alstom S.A., Babcock & Wilcox, Siemens Energy, Thermax, Ducon Technologies Inc., Hamon Research-Cottrell, Mitsubishi Heavy Industries, and Marsulex Environmental Technologies. Other companies include China Boqi, Chiyoda Corporation, Hitachi Power Systems America Ltd., Marsulex Environmental Technologies and Lonjing Environment Technology Co. Ltd.

FGD in India

India satisfies most of her power requirement through thermal power. Thermal power generation constitutes about 56.5 per cent of the total installed capacity followed by renewable energy which is 21.2 per cent. Going forward, around 30 GW of coal-based capacity is expected to be added over the next five years largely led by under-construction projects of state and central entities according to a Research by CRISIL.

Indian coal is high in ash, but is low in sulphur. Indian coal contains sulphur in the range of 0.25 per cent to 0.5 per cent. This range of sulphur content coal produces SO2 in the range of 1,500-2,000 microgram per cubic metre of flue gas (mg/Nm³). However, coal is also imported from Indonesia, Australia and South Africa for fuelling thermal power plants. This imported coal is high in sulphur content while being low in ash.

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 Ministry of Environment, Forest and Climate Change (MoEFCC), has issued notification no: G.S.R. 682 (E ) titled ''Environmental (Protection) Second Amendment Rules, 2022 dated 5th September 2022 with the objective of reducing emissions of SO₂ at thermal power plants (TPPs). This Notification has 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 supplied wet FGD systems on over 20,000 MW of combined power plant capacity. 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. Considering the massive influx of FGD tenders, DUCON has decided to capitalize on the maximum FGD project opportunities by either sole bidding on smaller & medium sized projects or joint bidding with another reputable EPC company on large FGD projects. With this strategy, DUCON has been bidding on extensive number of FGD projects both small and medium size projects independently and large projects via joint bidding.

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 Dahanu Thermal 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. Today this unit has become benchmark installation for those desirous of installing FGD systems in India.

c. India''s first ever Dual Alkali Scrubber for Sterlite Copper, Toothukudi, Tamil nadu 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 power plant owners. This is particularly of great significance wherever a high service life, few to no interruptions, high through puts 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.

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.

RURAL AND URBAN ELECTRIFICATION PROJECTS

In December 2014, the 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 in a 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 is executing Rural Electrification under DDGJY scheme and Urban Electrification under IPDS scheme. This is the new 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.

Strengths

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 complete solutions in its EPC segments. The strength of your Company is its core technology FGD, for which it is known 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 increases the size, nature and number of projects they do with them. The strategy is to engage with these clients on a 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 to places us in a unique position to take advantage of the opportunities available.

Quality

Your 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 threatsOpportunities:

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 commensurate 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 an 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 31,2023.

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 had converted and allotted balance 3,06,34,400 Warrants into Equity shares having face value Rs. 1/- each at an issue price of Rs. 5/- each (including a premium of Rs. 4/- each) on 1^stApril, 2022 to Mr. Arun Govil (DIN: 01914619), Managing Director and Promoter of the Company, on preferential basis. The object of Preferential issue was to convert the unsecured loan into Warrants convertible into Equity Shares and thereby to reduce the amount of outstanding liabilities of the Company and to increase the Equity amount of the Company. There is no deviation/variation in utilization of funds for which it was raised.

2. The Company had also issued 2,36,30,952 Equity Shares of Rs. 1/- (Rupee One) each on account of Bonus issue approved vide Board Resolution passed on 25^th February, 2022 and Ordinary Resolution passed on 3^rd April, 2022 through Postal Ballot in the ratio of 1:10 i.e. One Bonus Equity share for every Ten Equity shares held in the Company as on record date of 19^thApril, 2022.

The Company had made an application for seeking in-principal, listing and trading approvals for the above bonus issue to the National Stock Exchange of India Limited (NSE) & BSE Limited (BSE) and the Company received the in-principle approval from NSE & BSE vide letter dated 12^th April, 2022; 8^th April, 2022 respectively and received Listing & Trading approval on 28^th April, 2022 & 21^st April, 2022 from NSE & BSE respectively. Further information pertaining to Bonus Issue can be accessed on the Company''s website at https://duconinfra.co.in/investors/

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.

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 31.03.2023. The same was incorporated on 4^th December, 2017 at New York, 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 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 31^st March, 2023 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 31,2023 reported under Investments in Non-Current Assets. The investments are to be measured at fair value in the statement offinancial position as per requirements of Indian Accounting Standard 109. However, keeping in view their long term business synergy and potential, the management has been decided to value such investments at cost for the year ended March 31,2023.

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 31,2023.

ii) The overseas sales and overseas purchases of the Company transacted during the year, are in the nature of "out and out supply" of goods which are exempted from GST asper the applicable provisions and therefore the same is not disclosed in the monthly GST returns filed by the Company, however the same is disclosed in Annual GST Return (GSTR-9 / 9C) filed by the Company.

Board''s Response: The management states that it will be filing the GST Annual Returns for FY 2022-23 as per the relevant provisions of GST laws and the disclosure, if any, will be done by the Company in compliance with the said statute.

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

The Secretarial Auditor Report of the Company for the financial year ended 31^st March, 2023 has contains following qualifications, observations or adverse remarks:

i. The Company had received letters from National Stock Exchange of India Limited and BSE Limited on 27^th April, 2022 regarding levitation of fine of Rs. 80,000/- (including GST) per exchange pertaining to Regulation 295 of SEBI (ICDR) Regulations, 2018 for delay of 4 day in completion of Bonus Issue. The Company had paid Rs. 80,000/- (plus GST) on 25^thApril, 2022 and 27^thApril, 2022. The Company has filed for waiver application to both the exchange and are awaiting for their reply.

• Clarification sought by NSE under Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Composition of Board of Directors

• Clarification sought by NSE with regards to mis-match in details of pledge holding of the Promoter provided by depositories

• Discrepancies observed by BSE that (i) Post Event holding of encumbered shares not tallying; and Promoter holding already encumbered are exceeded total holding in the disclosure under Regulation 31 of SEBI (SAST) Regulations, 2011 submitted by the listed entity.

Board Response: Management has taken accurate decision and has provided resolution to the aforesaid clarification(s) and submit the revised disclosures as required within the stipulated time frame with the Stock Exchanges viz; BSE & NSE respectively.

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. Arun Govil (DIN-01914619), was re-appointed as Managing Directors of the Company for a further period of 3 years at the Annual General meeting held on 30^thSeptember, 2022.

• Mr. Harish Shetty (DIN: 07144684) was appointed as the Executive Whole Time Director and Chief Financial Officer of the Company for a period of 3 years through Special Resolution passed at the Annual General meeting held on 30^th September, 2022.

• Mr. Chandrasekhar Ganesan (DIN-07144708) was appointed as the Executive Whole Time Director of the Company for a period of 3 years through Special Resolution passed at the Annual General meeting held on 30^th September, 2022

• Ms. Ratna Jhaveri (DIN-07732263) was appointed as an Independent Director for a first term of 5 years at the AGM held on 29^th September, 2017 and was reappointed for the second term of five years at the AGM held on 30^th September, 2022.

• Mr. Maruti Deore''s (DIN: 02780312), designation was changed from Non-Executive, Independent Director to Non-Executive, Non-Independent Director on 14^th November, 2022.

• Ms. Reema Shah (DIN:09487913), resigned from the Post of Non-Executive, Independent Director with effect from 1^st December, 2022 and simultaneously from the membership of Nomination & Remuneration Committee, Corporate Social Responsibility Committee and from the Chairmanship of Audit Committee, Stakeholders Relationship Committee and Risk Management Committee.

• Mr. Sanjay Vasaikar (DIN:03213340) was appointed as an Additional Director (Non-Executive, Independent) of the Company w.e.f. 28^th February, 2023 and simultaneously as a member of Audit Committee, Stakeholder and Relationship Committee and Nomination & Remuneration Committee and he resigned from the post of Additional Director (Non-Executive, Independent) of the Company with effect from 20^th April, 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. 17^thJuly, 2023 and simultaneously as a member of Audit Committee, Stakeholder and Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee of the Company.

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^th, 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: GMS & Co., Company Secretaries in Practice (ACS: 32581, CP: 11953), are appointed as Secretarial Auditor of the Company for financial year 2023-2024, 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

• CodeofConduct

• 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 31^st March, 2023 is Rs. 25,99,40,469/- divided into 25,99,40,469 Equity shares of Rs.1/- each. During the year, the Authorised Share Capital of the Company has been increased from Rs. 25,00,00,000/- divided into 25,00,00,000 Equity Shares of Rs. 1/- (Rupee One) each to Rs. 30,00,00,000/- divided into 30,00,00,000 Equity Shares of Rs. 1/-(Rupee One) each vide Special Resolution passed on 3^rdApril, 2022 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. Preferential allotment & Bonus Issue made during the financial year under review: i. Preferential Allotment:

The Company had allotted 3,06,34,400 Equity shares of face value Rs. 1/- each on 1^st April, 2022 on account of conversion of Balance 3,06,34,400 Warrants allotted to Mr. Arun Govil (DIN: 01914619), Managing Director and Promoter of the Company, on preferential basis, on 1^st February, 2022, by way of conversion of outstanding unsecured loan.

ii. Bonus Issue:

The Company had issued 23630952 Equity Shares of Rs. 1/- (Rupee One) each on account of Bonus issue approved vide Board Resolution passed on 25^thFebruary, 2022 and Ordinary Resolution passed on 3^rdApril, 2022 through Postal Ballot in the ratio of 1:10 i.e. One Bonus Equity share for every Ten Equity shares held in the Company as on record date of 19^thApril, 2022.

The Company had made an application for seeking in-principal, listing and trading approvals for the above bonus issue to the National Stock Exchange of India Limited (NSE) & BSE Limited (BSE) and the Company received the in-principle approval from NSE& BSE vide letter dated 12^th April, 2022; 8^th April, 2022 respectively and received Listing & Trading approval on 28^th April, 2022 & 21^st April, 2022 from NSE & BSE respectively. Further information pertaining to Bonus Issue can be accessed on the Company''s website at https://duconinfra.co.in/investors/

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 31^st March, 2023 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 BB; Stable reaffirmed rating to our Company for Long Term Bank facilities for a total amount of Rs 57.00 Crore and Acquite A4 reaffirmed rating has also assigned for the Short term bank facilities of the Company up to Rs. 55.00 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 Mr. Gaurang Shah, Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y 2022-2023. The Company provides all the assistance and facilities to the Secretarial Auditor for conducting their audit. Report of Secretarial Auditors for the F.Y 20222023 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. During the year, the Company has not received any complaint of 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 31^st March, 2023 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 2022-23 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 31^st March, 2023. 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 31^stMarch, 2023, its total income from operations and Net Profit was Rs. 8370.83 lakhs and Rs. 21.86 lakhs 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.

---

Mar 31, 2018

The Directors are pleased to present the Ninth Annual Report of your Company for the period ended March 31, 2018.

1. Financial Highlights

(Rs. in Lakhs)

Particulars	Year ended 31/03/2018	Year ended 31/03/2017
Gross Income	41,595.47	39,905.02
Profit Before Interest and Depreciation	1,132.40	1,597.60
Finance Charges	700.60	690.89
Net Profit	431.84	906.71
Provision for Depreciation	80.78	148.66
Net Profit Before Tax	351.06	758.05
Provision for Tax	117.77	300.66
Net Profit After Tax	233.29	457.39
Other Comprehensive Income	(4.77)	(20.53)
Total Comprehensive Income after Tax	228.52	436.86
Balance of Profit brought forward	998.00	561.14
Income Tax Earlier Year	(3.89)	Nil
Balance available for appropriation	1222.63	998.00

2. Management Analysis and Discussions

Discussion on financial performance with respect to operational performance

During the year, your Company earned total revenues of Rs.41595.47 lacs compared with Rs. 39,905.02 lacs during the previous year, reflecting a growth of 4.06% over the previous year. The profit before tax stood at Rs. 351.06 lacs as compared to Rs. 758.05 lacs in the previous year. The Company has made a provision of tax totaling to Rs. 117.77 lacs and the profit after tax stood at Rs. 233.29 lacs for the current year. The Operating Profit (earnings before depreciation and interest and tax) decreased from Rs. 1597.60 lacs to Rs. 1132.40 lacs.

The Company has built a comprehensive brand portfolio across various verticals including software, server and security, and this has helped the company to increase its earnings. The company has a mix of products, services and technology integration in order to build opportunities for incremental revenue growth along with Non IT infrastructure for its clients.

Review of Operations including IT Infra and Non IT Infra Industry Structure and Developments

IT Infra Structure and Developments

Information Technology lies at the core of your Company''s business. The sector prompted and shaped industrial growth and transformed the lifestyle of the citizens. The year under review was one of the most challenging ones in recent years. The year witnessed moderate growth in Global demand of IT products reflecting broad pricing pressures, government spending constraints from continued fiscal challenges, data center consolidation enabled by virtualization, accelerating cloud adoption and a shift toward lower-cost hardware products. In India although the sentiment continues to be positive, demand on the ground has not picked across product categories. From an IT products standpoint, the market remains sluggish. Projects, essentially driven out of investment in infrastructure by government and corporates, have slowed down and only old projects are being executed. Your Company has demonstrated its high adversity quotient and its capacity for implementing differentiated strategic solutions.

Given that India is one of the fastest growing markets in the world, all major brands in the enterprise and retail verticals, even those with an existing presence in the country, are keenly looking at ways to increase their market share. Our diversity in terms of a large bouquet of products lines and vendors and geographical reach has enabled your Company to take maximum advantage of the available growth opportunities. Your Company has embarked on the set up of a robust services platform that benefits both the brand and the end customer. This will involve offering complete parts planning, parts warehousing, forward and reverse logistics, imts and re-exports, and assets recovery and e-waste management to provide a single-window fret-free parts management service to brands

Now a new trend is emerging where the enterprise focus is gradually shifting from capital expenditure to operating expenditure and billing style is changing from transaction to annuity, pay-per-use, and pay-per-click. The trend is not disruptive today and is at a nascent stage. But it is expected to evolve in the next decade. The strong fundamentals of business and the current model will continue to be in vogue but at a lower pace of growth as compared to the new tech trend. Looking ahead there are a few significant trends shaping the distribution business in general and IT distribution in particular. Your Company is engaged in monitoring and suitably adapting its strategy to participate and be relevant in the changed scenario.

Adoption of Cloud based infrastructure and solutions is gaining traction in India and there is a gradual acceptance on the part of organizations in the SMB sector to embrace this practice in order to shift their IT Infrastructure from a Capex to an Opex model. Cloud technology allows users access to applications over the Internet displacing the age-old practice of running programs by downloading software onto a physical server or computer. We aspire to position ourselves as a single company that acts as a bridge between the Cloud Technology providers and the End Customers by offering a complete bouquet of Cloud solutions and services. Your Company is looking to sell Cloud Solution as a product. As the demand pattern in India matures, your Company will evaluate appropriate Cloud business strategies and invest in this space accordingly With growing dependence on IT, thanks to the Internet and mobility, uptime of devices be it PCs, Tablets or Smartphones, and enterprise assets like networking devices, servers and storage which support them, has become critical for running business applications and maintaining operational efficiencies. User organizations have therefore time and again necessarily refurbished their IT hardware from a plethora of vendors ending up with products from multiple brands. To complicate matters further, rapid strides in technology have successfully shortened product life cycles and put tremendous strain on parts availability for maintenance of assets beyond service life. Managing the uptime of heterogeneous IT hardware is therefore a huge challenge for user companies. Your company is looking to tap this into a big opportunity and offer single window SLA bound AMC service for heterogeneous hardware, which spans PCs, peripherals, and enterprise assets. Your Company''s investment and engagement over the years has enabled it to develop a strong foothold catering to Enterprise & Infrastructure projects.

While strengthening and consolidating its core business, it is evaluating ways and means of transforming through better efficiencies and increased process driven automation. Your company is evolving into a Solution oriented partner for its vendors and customers. Pre-Sales and Technical Sales talents are deployed to help partners provide their customers with customized solutions to achieve their desired business outcomes even on the NON IT infra requirements of the clients.

Non IT Infra Industry Structure and Developments-FGD

Industry

Flue gas desulfurization (FGD) is a process that removes sulfur dioxide from the flue gas before its emission. 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% of the sulfur is converted into sulfur dioxide under standard temperature conditions. 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. Flue gas desulfurization technology has gained importance as a result of increasing air pollution due to sulfur dioxide released into the atmosphere during combustion processes. 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.

Additionally, increasing demand for electricity coupled with dependence on coal for power production will further boost the demand for FGD systems. Rapid industrialization and increasing the need for electricity in emerging economies is expected to boost the demand for flue gas desulfurization systems in future. Technological advancements in the development of highly efficient systems may provide market participants with new opportunities. Additionally, decreasing the capital cost of FGD systems might provide opportunities for new participants in the market. However, operation and maintenance costs increase as a result of many reagents that are required to treat sulfur content in gases. Disposal of waste as a result of FGD processes considerably increases the operation and maintenance cost of flue gas desulfurization systems. Moreover, availability of alternative methods such as hydrodesulfurization, fluidized bed combustion, and THIOPAQ may hinder the market growth in future.

Technology

There are two types of technologies used for flue gas desulfurization - wet and dry FGD systems. In dry FGD systems, reagents such as lime and limestone are injected directly into flue gas to remove sulfur dioxide, whereas, in wet FGD systems, the reagent is added to water to remove sulfur dioxide. 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. This, in turn, is expected to boost the demand for new FGD systems in the market. 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.

Geography

Asia Pacific emerged as the largest region for flue gas desulfurization market accounting for more than half of the market share in 2013, owing to stringent government regulations and presence of a large number of coal-fired power plants in India and China. Additionally, rising concerns over industrial air pollution is also a major driver of FGD market in this region. North America and Europe accounted for over 40% of the market share in 2013. The market in this region is primarily driven by demand for new FGD systems to retrofit existing power plants. In addition, replacement of obsolete parts in existing flue gas desulfurization systems is expected to boost the demand for flue gas desulfurization systems in the region.

Key Players in the Market

Some of the major companies in global flue gas desulfurization market include Alstom S.A., Babcock & Wilcox, Siemens Energy, Thermax, Ducon Technologies Inc., Hamon Research-Cottrell, Mitsubishi Heavy Industries, and Marsulex Environmental Technologies. Other companies include China Boqi, Chiyoda Corporation, Hitachi Power Systems America Ltd., Marsulex Environmental Technologies and Lonjing Environment Technology Co. Ltd.

Ducon and FGD

Ducon has supplied wet FGD systems on over 20,000 MW of combined power plant capacity. 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.

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

Strengths

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 strengths have enabled your Company to successfully articulate its various differentiated value propositions in the markets in which it operates. 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 entire spectrum of Information Technology Infra and Non IT Infra. The strength of your Company is the brand and products diversification along with wide product range, dedicated group of talented professional who drive its business and relationships with its business partners and manage its support functions. The strategy to engage with clients on their large transformative programs, both in traditional IT areas as well as for their new digital business initiatives and non IT Infra. 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.

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. The Company is not dependent on any single technology or platform. The company has developed competencies in various technologies, platforms and operating environment, and offers a wide range of technology options for its clients to choose from, based on their needs.

Quality

Your 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. 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. 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. Several initiatives have been taken to implement result oriented quality management models.

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

We believe there is a growing demand for additional services and solutions from companies that already have an established global presence and existing infrastructure, which is why we are strategically focused on increasing our capabilities in these areas. Our diversification strategy continues to provide us with new growth opportunities. 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 tech outfits, considering the relentless product cycles, the typically rapid move toward commoditization in the sector and also 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. The focus of the Traditional IT service providers is slowly moving towards industry focused business solutions and digital-business enablement. As companies recognize the critical role of technology as an enabler to their business, the number of in-house technology centres of large enterprises as well as the number of new entrants in the market increases.

Since the IT Infra sector and Non IT Infra 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, to maintain employee-friendly culture in the organization.

Risks and Concerns

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 IT companies is increasing in the domestic market space. Actual results may differ materially from those expressed. Important factors that could influence the Company''s operations include change in government regulations, tax laws, increased competition, economic and political developments.

The prod uctive life of IT Infra and Non IT Infra resources and competencies is shrinking, thereby increasing the level of investment needed to meet the market requirements. The convergence of IT and Telecommunication industries, while provide huge growth opportunities to your Company, also exposes it to increased competition. In the IT 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 IT professionals. The market continues to be highly competitive for attracting and retaining IT 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.

Both the number of incidents and the severity of cyber security threats are increasing globally and are becoming more widespread. This can put the company and the client data of risk, in the event that data confidentiality, integrity and availability is compromised, presenting a risk to the success and sustenance of the company.

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.

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. 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''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 commensurate 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 an 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 consider it prudent and recommend not declaring any dividend for the year ended March 31, 2018.

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

The Provisions of Sec.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 transferred Rs. 233.29 Lakhs 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.

There are no significant and material orders passed by the Regulators or courts or tribunals impacting the going concern status and company''s operations in future, except for the order passed by National Company Law Tribunal, Mumbai Bench on March 15, 2018 for approving the Scheme of Arrangement for the Demerger under Sections 230 to 232 of the Companies Act, 2013 between Ducon Technologies (India) Private Limited(Demerged Company) & Ducon Infratechnologies Limited (Formerly Known as Dynacons Technologies Limited) (Resulting Company) & their respective shareholders and creditors. The Company announced April 26, 2018 as effective date for the said Scheme.

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

During the year under review, Company had incorporated wholly-owned subsidiary at USA named "Ducon Combustion Equipment Inc." The same was incorporated on 04^th December, 2017 at Newyork, USA with the objects to sell diversified combustion and power products.

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

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended 31^st March, 2018 does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit report does not contain any qualification, reservation or adverse remark from Secretarial Auditor.

9. Directors and Key Managerial Personnel

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

Mr. Harish Shetty and Mr. Chandrasekhar Ganesan, Executive Directors, retire by rotation and being eligible, has offered themself for re-appointment. The Board recommends the resolutions for your approval for the above appointment.

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

10. Auditors

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 2017.

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.

Auditors Report

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

11. Scheme of Arrangement

During the year under review, National Company Law Tribunal, Mumbai Bench, on March 15, 2018, had passed an order for approving the Scheme of Arrangement for the Demerger under Sections 230 to 232 of the Companies Act, 2013 between Ducon Technologies (India) Private Limited(Demerged Company) & Ducon Infratechnologies Limited (Formerly Known as Dynacons Technologies Limited) (Resulting Company) & their respective shareholders and creditors. The Company announced April 26, 2018 as effective date for the said Scheme.

12. 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.

13. 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.dtlindia.com.

14. Familiarization Program for Independent Directors

The Company has practice of conducting familiarization program of the independent directors as detailed in clause 8 of the Corporate Governance Report which forms part of the Annual Report.

15. Particulars of the Employees

The information as required under Section 197 of the Act and rules 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.

16. Documents Placed on the Website

The following documents have been placed on the website in compliance with the Act

- 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 Announcements

- Annual Reports

- Shareholding Pattern

- Code of Conduct

- Corporate Governance

- Nomination and Remuneration Policy

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

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 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 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.

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.

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.

18. 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.

19. 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:

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

ii) 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;

iii) 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;

iv) The Directors had prepared the annual accounts on a going concern basis; and

v) 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.

vi) 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.

20. Share Capital

The paid up Equity Share Capital as on 31^st March, 2018 was Rs. 7,84,23,100 divided into 7,84,23,100 Equity shares of Re.1/-each which is same as share capital as at the previous year end.

21. 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.

22. 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.

23. Number of Meetings of the Board

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

24. 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 sub-section (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.

25. 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.

26. Composition of Audit Committee

The Audit Committee which comprises of three directors namely, Mr. Harish Shetty, Mr. Viren Shah and Ms. Ratna Jhaveri.

27. 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.

28. 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.dtlindia.com.

29. Corporate Social Responsibility

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

30. Particulars of Employee

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. 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 IV.

32. 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.

33. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT-9 as a part of this Annual Report as Annexure-I.

34. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed, Mr. Gaurang Shah, Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y 2017-18. The Company provides all the assistance and facilities to the Secretarial Auditor for conducting their audit. Report of Secretarial Auditors for the F.Y 2017-18 in Form MR-3 is annexed to this report as Annexure-II.

35. 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.

36. 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-III.

37. 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. During the year Company has not received any complaint of harassment.

38. 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 31^st March, 2018 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)

39. 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.

For and on behalf of the Board of Directors

Chandrashekhar Ganesan Harish Shetty

Director Director

Din no.: 07144708 Din no.: 07144684

Date: August 30, 2018

Place: Thane

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Mar 31, 2015

The Directors are pleased to present the Sixth Annual Report of your Company for the period ended March 31, 2015.

1. Financial Highlights: (Rs.In Lacs)

Sr Year ended Year ended No. Particualrs 31/03/2015 31/03/2014

Total Income 3606.18 3188.22

2. Total Expenditure(Excl. Depreciation & Interest) 3424.86 2992.39

3. Interest 83.86 86.28

4.Depreciation 78.72 93.31

5. Profit before Tax 18.74 16.24

6. Provision for Taxation 9.09 6.93

7. Profit after tax 9.65 9.31

2. Management Analysis and Discussions

Discussion on financial performance with respect to operational performance

During the year, your Company earned total revenues of Rs,3606.18 lacs compared with Rs, 3188.22 lacs during the previous year, reflecting a growth of 13.11 % over the previous year. The profit before tax stood at Rs, 18.74 lacs as compared to * 16.24 lacs in the previous year. The Company has made a provision of tax totaling toRs,9.09 lacs and the profit after tax stood at Rs, 9.65 lacs for the current year. The Operating Profit (earnings before depreciation and interest and tax) grew from Rs, 181.32 lacs to Rs, 195.82 lacs, a growth of 8 % over the previous year.

The Company has built a comprehensive brand portfolio across various verticals including software, server and security, and this has helped the company to increase its earnings. The company has a mix of products, services and technology integration in order to build opportunities for incremental revenue growth.

Review of Operations including Industry Structure and Developments

The year under review was one of the most challenging ones in recent years. The year witnessed moderate growth in Global demand of IT products reflecting broad pricing pressures, government spending constraints from continued fiscal challenges, datacenter consolidation enabled by virtualization, accelerating cloud adoption and a shift toward lower-cost hardware products. In India although the sentiment continues to be positive, demand on the ground has not picked across product categories. From an IT products standpoint, the market remains sluggish. Projects, essentially driven out of investment in infrastructure by government and corporates, have slowed down and only old projects are being executed. Your Company has demonstrated its high adversity quotient and its capacity for implementing differentiated strategic solutions.

Information Technology lies at the core of your Company's business. The sector prompted and shaped industrial growth and transformed the lifestyle of the citizens. Now a new trend is emerging where the enterprise focus is gradually shifting from capital expenditure to operating expenditure and billing style is changing from transaction to annuity, pay-per-use, and pay-per-click. The trend is not disruptive today and is at a nascent stage. But it is expected to evolve in the next decade. The strong fundamentals of business and the current model will continue to be in vogue but at a lower pace of growth as compared to the new tech trend. Looking ahead there are a few significant trends shaping the distribution business in general and IT distribution in particular. Your Company is engaged in monitoring and suitably adapting its strategy to participate and be relevant in the changed scenario.

Adoption of Cloud based infrastructure and solutions is gaining traction in India and there is a gradual acceptance on the part of organizations in the SMB sector to embrace this practice in order to shift their IT Infrastructure from a Capex to an Opex model. Cloud technology allows users access to applications over the Internet displacing the age-old practice of running programs by downloading software onto a physical server or computer. We aspire to position ourselves as a single company that acts as a bridge between the Cloud Technology providers and the End Customers by offering a complete bouquet of Cloud solutions and services. Your Company is looking to sell Cloud Solution as a product. As the demand pattern in India matures, your Company will evaluate appropriate Cloud business strategies and invest in this space accordingly.

Given that India is one of the fastest growing markets in the world, all major brands in the enterprise and retail verticals, even those with an existing presence in the country, are keenly looking at ways to increase their market share. Our diversity in terms of a large bouquet of products lines and vendors and geographical reach has enabled your Company to take maximum advantage of the available growth opportunities. Your Company has embarked on the set up of a robust services platform that benefits both the brand and the end customer. This will involve offering complete parts planning, parts warehousing, forward and reverse logistics, imports and re-exports, and assets recovery and e-waste management to provide a single-window fret-free parts management service to brands.

With growing dependence on IT, thanks to the Internet and mobility, uptime of devices be it PCs,Tablets or Smartphones, and enterprise assets like networking devices, servers and storage which support them, has become critical for running business applications and maintaining operational efficiencies. User organizations have therefore time and again necessarily refurbished their IT hardware from a plethora of vendors ending up with products from multiple brands. To complicate matters further, rapid strides in technology have successfully shortened product life cycles and put tremendous strain on parts availability for maintenance of assets beyond service life. Managing the uptime of heterogeneous IT hardware is therefore a huge challenge for user companies. Your company is looking to tap this into a big opportunity and offer single window SLA bound AMC service for heterogeneous hardware, which spans PCs, peripherals, and enterprise assets. Your Company's investment and engagement over the years has enabled it to develop a strong foothold catering to Enterprise & Infrastructure projects.

While strengthening and consolidating its core business, it is evaluating ways and means of transforming through better efficiencies and increased process driven automation. Your company is evolving into a Solution oriented partner for its vendors and customers. Pre-Sales and Technical Sales talents are deployed to help partners provide their customers with customized solutions to achieve their desired business outcomes.

Strengths

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 strengths have enabled your Company to successfully articulate its various differentiated value propositions in the markets in which it operates.

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.

The Company provides the entire spectrum of Information Technology products. The strength of your Company is the brand and products diversification along with wide product range, dedicated group of talented professional who drive its business and relationships with its business partners and manage its support functions.

Quality

Your 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 the competitive global market. A strong emphasis is based on quality in every aspect of the company's activities. 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. Several initiatives have been taken to implement result oriented quality management models.

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.

Customer Satisfaction and excellence in quality are key elements for succeeding in this competitive market. 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.

Outlook

In the near term, the outlook is a little gloomy. The expected pickup in demand in India which had been anticipated eagerly since last fiscal year, is yet to take shape. Looking ahead there are a few significant trends shaping the distribution business in general and IT distribution in particular. Your Company is engaged in monitoring and suitably adapting its strategy to participate and be relevant in the changed scenario.

-Your Company is in the process of preparing itself for the changes in business paradigms which are expected to reshape the Indian Market. Your Company's ability to capture emerging business opportunities across social, mobile, analytics, cloud (SMAC), particularly solutions with higher customer value, is critical to achieving revenue growth and maintaining profitability on a sustainable basis in the coming years. We believe that with our diverse portfolio of solutions and services, domain expertise and increasing value- add to customers, we are best suited to be a strategic partner to our customers. Your Company is also exploring distribution in other areas such as Telecom products and Consumer Durables, thereby leveraging in its infrastructure and of course optimizing its core competency. The Company is undertaking several key initiatives including enhancement of existing skill sets and domain knowledge for providing implementation and application services to customers on behalf of its vendors and partners.

Opportunities and threats

Opportunities

We believe there is a growing demand for additional services and solutions from companies that already have an established global presence and existing infrastructure, which is why we are strategically focused on increasing our capabilities in these areas. Our diversification strategy continues to provide us with new growth opportunities. Looking towards the future, your Company will remain focused on agility, innovation and operational excellence.

Threats

Competition is the main threat to most tech outfits, considering the relentless product cycles, the typically rapid move toward commoditization in the sector and also 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.

Risks and Concerns

The productive life of IT resources and competencies is shrinking, thereby increasing the level of investment needed to meet the market requirements. The convergence of IT and Telecommunication industries, while provide huge growth opportunities to your Company, also exposes it to increased competition.

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 IT companies is increasing in the domestic market space. Actual results may differ materially from those expressed. Important factors that could influence the Company's operations include change in government regulations, tax laws, increased competition, economic and political developments.

Internal control systems and their adequacy

The Company's internal control system is commensurate with its size, scale and complexities of its operations. The Company has a well-defined delegation of power with authority limits for approving revenue as well as expenditure and processing payments. 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. Dynacons Techonologies Limited has an 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 consider it prudent and recommend not declaring any dividend for the year ended March 31, 2015.

4. Directors and Key Managerial Personnel

Pursuant to Section 149 of the Companies Act, 2013, the Board recommended the appointment of Mrs. Archana Phadke for a period of 5 Years as an Independent Director of the Company, not liable to retire by rotation from the date of its 6th Annual General Meeting subject to approval of the Members of the Company.

Mrs. Archana Phadke (holding Din 07138774), was appointed as an Additional Director designated as an Independent Director w.e.f. March 27, 2015. The Director has given the declaration to the Board that she met the criteria of independence as provided under Section 149(6) of the said Act and also confirmed that she will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013.

-Mr. Parag Dalal, Director, retires by rotation and being eligible, has offered himself for re-appointment. The Board recommends the same for your approval.

The Board recommends the resolutions for your approval for the above appointments.

During the year, Ms. Pooja M. Dere was appointed as Key managerial personnel w.e.f. 1st October, 2014. Mrs. Dere resigned from the office of Key managerial personnel dated 24th August, 2015.

5. Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Palan & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the 5th Annual General Meeting (AGM) of the Company held on 30th September, 2014 till the conclusion of the 8th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Auditors Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

6. Open Offer

During the year under review, the promoter and promoter group of Company entered in to Share Purchase Agreement (SPA) dated August 8, 2014 with Mr. Arun Govil. Mr. Govil gave an Offer to the equity shareholders of the Company (other than parties to the SPA) to acquire 2,03,90,006 Equity shares of the Company of face value of Rs.1/- each representing in aggregate 26.00% of the paid up equity share capital and voting capital of the Target Company at a price of Rs. 1.30/- (Rupee one and Thirty Paisa only) per fully paid up equity share. The open offer was open from February 26, 2015 to March 12, 2015. The entire contents of Open Offer are available on www.sebi.gov.in.

7. 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 Clause 49 of the Listing Agreement with the Stock Exchanges, 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.

8. 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.dtlindia.com.

9. Relationship Between Directors Inter-Se

The Directors Mr. Shirish M. Anjaria & Mr. Dharmesh S. Anjaria having father and son relationship are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act and clause 49(VIII)(E)(2) of the revised listing agreements. Other than these none of the Directors are related.

10. Familiarization Program for Independent Directors

The Company has practice of conducting familiarization program of the independent directors as detailed in clause 8 of the Corporate Governance Report which forms part of the Annual Report.

11. Particulars of the Employees

The information as required under Section 197 of the Act and rules 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.

12. Documents Placed on the Website

The following documents have been placed on the website in compliance with the Act:

- 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.

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

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 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 encourages regular training and development program. Continuous training is imparted in advanced technologi 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.

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. Dynacons has continually adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities.

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.

14. 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.

15. 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:

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

ii) 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;

iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts on a going concern basis; and

v) 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.

vi) 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.

16. 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.

-17. 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 sub-section (6) of Section 149 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreements. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

18. 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.

19. 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.

20. 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.

21. 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 IV.

22. 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.

23. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT-9 as a part of this Annual Report as Annexure-I.

24. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed, Ms. Shruti Shah, Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y 2014-15. The Company provides all the assistance and facilities to the Secretarial Auditor for conducting their audit. Report of Secretarial Auditors for the F.Y 2014-15 in Form MR-3 is annexed to this report as Annexure-II.

25. 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.

-26. 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-III.

27. 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. During the year Company has not received any complaint of harassment.

28. 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 31st March, 2015 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.0.03 (previous year 0.13)

29. 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.

For and on behalf of the Board of Directors

Shirish Anjaria Parag Dalal

Chairman cum Director

Managing Director Din no.: 00409894

Din no.: 00444104

Date : August 31, 2015

Place: Mumbai

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Fourth Annual Report of your Company for the period ended March 31, 2014.

1 .Financial Highlights (Rs In Lacs) Sr I Particualrs Year ended Year ended No. 31/03/2014 31/03/2013

1. Total Income 3188.22 3215.19

2.Total Expenditure (Excl.Depreciation & Interest) 2992.39 3016.59

3. Interest 86.28 95.16

4. Depreciation 93.31 87.97

5. Profit before Tax 16.24 15.47

6. Provision for Taxation 6.93 5.00

7. Profit after tax 9.31 10.47

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 consider it prudent and recommend not declaring any dividend for the year ended March 31, 2014.

Directors

Pursuant to Section 149 of the Companies Act, 2013, the Board recommended appointment of Mr. Dilip Palicha, Mr. Viren Shah, and Mr. Jitesh Jain as Independent Directors of the Company, not liable to retire by rotation for a period of five years from the date of its 5th Annual General Meeting subject to approval of the Members of the Company. Mr. Jitesh Jain (holding Din 00282797), was appointed as an Additional Director designated as an Independent Director w.e.f. March 22, 2014. These Directors have given the declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and also confirmed that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013.

Mr. Dharmesh Anjaria, Director, retires by rotation and being eligible, has offered himself for re-appointment. The Board recommends the same for your approval.

The Board recommends the resolutions for your approval for the above appointments.

Auditors

M/s. Palan & Co., Chartered Accountants be and are hereby appointed as the auditors of the Company in place of the retiring auditors M/s. P.C. Ghadiali & Company, Chartered accountants to hold the office of the auditors till the conclusion of Next Annual General Meeting on such remuneration as may be determined by the Board of Directors of the Company.

M/s. P.C. Ghadiali & Co., Chartered Accountants have expressed their unwillingness to offer themselves for re-appointment in the Company as Statutory Auditors of the Company.

In accordance with the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s.Palan & Co. can be appointed as Auditors for further period of three years after commencement of the Companies Act, 2013 i.e. upto March 31, 2017. The Auditors have informed the Company that their appointment if made would be within the limits prescribed u/s 141 of the Companies Act, 2013 and the Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

Corporate Governance

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, 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.

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.

Particulars of the Employees

The information as required under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable as none of the employees are in receipt of remuneration which exceeds the limits specified under the said rules.

Human Resource Management

Your Company firmly believes that its success is inherently linked to the quality of human capital at its disposal. Our Company believes that people and their experience are our biggest assets. Their experience, efforts and dedication are the primary reasons for our consistent growth over the years. In a business model where people are the growth drivers, we are endowed with one of the best talent pool in the industry.

We empower our employees at all stages of their careers and provide opportunities to enable them to excel in their individual capacities. Ensuring a transparent, cohesive, conducive and professional working environment, which rewards its employees on merit, remains among your Company''s primary commitments and objectives.

We believe in training our employees and keeping them abreast on the developments in the industry. The main focus area for conducting training programs is team building and to change the attitude of the people towards work and to encourage the employees to come up with innovative ideas.

We have created a favorable work environment that encourages innovation and meritocracy. We have also set up a scalable recruitment and human resources management process. Employee relations during the year were cordial.

The Performance Management System has undergone considerable improvement and has enabled sharpening of the process of setting goals and major initiatives. Ensuring a transparent, cohesive, conducive and professional working environment, which rewards its employees on merit, remains among your Company''s primary commitments and objectives.

During the year, the organization structures of all key functions have been reviewed and strengthened so as to facilitate delivery of business goals. We have also set up a scalable recruitment and human resources management process. The Company offers a growth environment along with monetary benefits in line with industry standards.

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.

Directors Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 the Directors based on the information and representations received from the operating management confirm that:

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

ii) 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.

iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.,

iv) The Directors had prepared the annual accounts on a going concern basis.

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

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 : Nil (previous year Nil)

Foreign Exchange Outgo : 0.13 (previous year Nil)

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.

For and on behalf of the Board of Directors Shirish M. Anjaria Parag J. Dalal Chairman cum Managing Director Director

Date : May 29, 2014 Place : Mumbai

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Mar 31, 2013

The Directors are pleased to present the Fourth Annual Report of your Company for the period ended March 31, 2013.

1. Financial Highlights (Rs. In Lacs)

Sr Year ended Year ended No. Particulars 31/03/2013 31/03/2012

1. Total Income 3215.19 2428.64

2. Total Expenditure 3016.59 2249.31

3. Interest 95.16 76.45

4. Depreciation 87.97 82.67

5. Profit before Tax 15.47 20.21

6. Provision for Taxation - Current Tax 3.06 3.86

- Deferred Tax 0.96 4.46

- MAT Credit 0.99 (2.52)

7. Profit after tax 10.47 14.41

Management Analysis and Discussions Company Performance

During the year, your Company earned total revenues of Rs. 3215.19 lacs compared with Rs. 2428.64 lacs during the previous year. The profit before tax stood at Rs. 15.47 lacs. The Company has made a provision of tax totaling to Rs. 5.01 lacs and the profit after tax stood at Rs. 10.47 lacs for the current year.

Your Company is leveraging its core competencies, alliances and customer relationships to achieve marketplace success by carving out a niche position through an appropriate mix of products, services and cutting edge technology integration. We will continue to look for niche demand areas, which offer opportunities for incremental revenue earnings growth.

Review of Operations

The global economic environment in calendar year 2012 continued to remain uncertain with signs of concern. The uncertainties of policy direction, the weakening of the rupee together with the extreme volatility in India and the global shift in the marketplace from PCs to tablets and smart phones, made the year gone by very unpredictable. Across markets, technology and innovation are being seen as growth drivers. Investment in innovation has emerged as a differentiator in the market place. Investment in technology has been enabling companies to connect with customers and influence their purchase decisions on a real-time basis. As a result, spending on technology and related services grew at a rate faster than the GDP growth.

Our diversity in terms of a large bouquet of products lines and vendors and geographical reach has enabled your Company to take maximum advantage of the available growth opportunities. Cloud Computing is slowing gaining traction in the Indian Market. Your Company proactively engaged with vendors to take initial steps in the field of Cloud Computing with the objective of being ready with appropriate offerings when the change materializes.

PC penetration in the country continues to remain at one of the lowest levels in the emerging economies and has huge headroom for growth.The increased availability of products and technology across the geographical spread of the country while providing the necessary financial credit structure that has been key to the explosive growth of this industry. Changing economic and business conditions and rapid technological innovation are creating an increasingly competitive market environment. Consumers of products and services are increasingly demanding accelerated delivery times and lower prices.

Your Company has adopted a sustained efficiency program across the enterprise. This includes working towards improving cash collection, controlling expenditure and optimizing wherever possible. These measures are showing visible success. Your Company has demonstrated leadership, remained disciplined in execution and faced a volatile market with a positive ''can do'' attitude.

The Company continues to focus on both extension of geographic reach in emerging growth markets, developing well-balanced product lines as well as on development & growth of new customer accounts.

The Company''s focus will be on making strategic alliances with global IT product companies and on further expansion of its delivery and support infrastructure across the country. Looking towards the future, your Company will remain focused on agility, innovation and operational excellence.

Strengths

The strength of your Company is the brand and products diversification along with wide product range, dedicated group of talented professional who drive its business and relationships with its business partners and manage its support functions.

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 strengths have enabled your Company to successfully articulate its various differentiated value propositions in the markets in which it operates.

Quality

A strong emphasis is given on quality in every aspect of the Company''s activities. 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.

Several initiatives have been taken to implement result oriented quality management models. 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 across all its entities globally and institutionalize a culture of continuous improvement.

Company is continuously endeavoring to maintain high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid down systems and policies are comprehensively and frequently monitored by management at all levels of organization. Moving forward, your Company shall continue to further strengthen its processes by adopting best-in-class standards.

Outlook

We have built a strong foundation and with IT spending on a rebound, the outlook for the future is robust. We believe that with our diverse portfolio of solutions and services, domain expertise and increasing value-add to customers, we are best suited to be a strategic partner to our customers. Your Company is also exploring distribution in other areas such as Telecom products and Consumer Durables, thereby leveraging in its infrastructure and of course optimizing its core competency. The Company is undertaking several key initiatives including enhancement of existing skill sets and domain knowledge for providing implementation and application services to customers on behalf of its vendors and partners. Opportunities in value added distribution where vendors are increasingly looking at their partners to add to their own efforts at market development and demand generation activities are also possible areas of differentiation as compared to its competitors.

Risks and Concerns

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 IT companies is increasing in the domestic market space. Actual results may differ materially from those expressed. Important factors that could influence the Company''s operations include change in government regulations, tax laws, increased competition, economic and political developments.

Proliferation of small players with limited infrastructure commitments and hence vastly reduced cost structure is an increasing concern. The convergence of IT and Telecommunication industries, while provide huge growth opportunities to your Company, also exposes it to increased competition. The growth in the economy and IT industry is expected to lead to increase in attrition next year.

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 consider it prudent and recommend not declaring any dividend for the year ended March 31, 2013.

Directors

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. Viren Shah, Director of the Company, retires by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. None of the Directors of the Company is disqualified from being appointed as Director as specified in Section 274 of the Companies Act, 1956.

Auditors

M/s P. C. Ghadiali & Co., Chartered Accountants who are the Statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, up to the conclusion of the ensuing Annual General Meeting and have given their consent for re- appointment.

Corporate Governance

The report on Corporate Governance, stipulated by Clause 49 of the Listing Agreement, is annexed hereto and forms part of this Annual Report. A Certificate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated in Clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

Particulars of the Employees

The information as required under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable as none of the employees are in receipt of remuneration which exceeds the limits specified under the said rules.

Human Resource Management

The Company continues to place significant importance on its Human Resource and enjoys cordial relations at all levels. Your Company firmly believes that its success is inherently linked to the quality of human capital at its disposal.

The Performance Management System has undergone considerable improvement and has enabled sharpening of the process of setting goals and major initiatives. Ensuring a transparent, cohesive, conducive and professional working environment, which rewards its employees on merit, remains among your Company''s primary commitments and objectives.

During the year, the organization structures of all key functions have been reviewed and strengthened so as to facilitate delivery of business goals. We have also set up a scalable recruitment and human resources management process. The Company offers a growth environment along with monetary benefits in line with industry standards.

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.

Directors Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 the Directors based on the information and representations received from the operating management confirm that:

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

ii) 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.

iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.,

iv) The Directors had prepared the annual accounts on a going concern basis.

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

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 Rs. 1.01 lacs)

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.

For and on behalf of the Board of Directors

Shirish M. Anjaria Parag J. Dalal

Chairman & Managing Director Director

Mumbai: May 29, 2013

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Mar 31, 2011

The Directors are pleased to present the Second Annual Report of your Company for the period ended March 31,2011.

1. Financial Highlights (Rs. In lacs)

Particualrs Year ended Year ended 31/03/2011 31/03/2010

1. Total Income 2133.16 2089.32

2. Total Expenditure 2007.58 1954.32

3. Interest 34.32 42.39

4. Depreciation 82.55 92.53

5. Profit before Tax 8.71 0.08

6. Provision for Taxation - Current Tax 2.00 0.01

- Deferred Tax 0.62 0.80

7. Profit after tax 6.09 (0.73)

Management Analysis and Discussions Company Performance

During the year, your company earned total revenues of Rs. 2133.16 lacs compared with Rs. 2089.32 lacs during the previous year. The profit before tax stood at Rs. 8.71 lacs. The Company has made a provision of tax totaling to Rs. 2.62 lacs and the profit after tax stood at Rs. 6.09 lacs for the current year.

The company has continued to strength its infrastructure, reach and product portfolio. Your company''s wide bouquet of IT products has allowed it to take full benefit of the increased IT spending in India. We will continue to look for niche demand areas which offer opportunities for incremental revenue earnings growth.

Review of Operations

The Indian economy continued to grow at a healthy rate in the previous year. The Central and State Governments continue to invest heavily in IT Infrastructure. Customers across all industry segments, with better business outlook and forecasts, resumed investments in IT infrastructure in critical areas of technology upgradation, product refresh, storage and security. The growth in the Education sector has been driven by the increasing technology adoption by schools, colleges and universities.

Changing economic and business conditions and rapid technological innovation are creating an increasingly competitive market environment that is driving corporations to transform their operations. Consumers of products and services are increasingly demanding accelerated delivery times and lower prices.

During the year, pursuant to the Scheme of Arrangement entered into by your company with Dynacons Systems & Solutions Limited (DSSL), the Marketing and Distribution business of DSSL was transferred to your company.

Your company has increased its focus on a sustained efficiency program across the enterprise. This includes working towards improving cash collection, controlling expenditure and optimizing wherever possible. These measures are showing visible success. Your Company has demonstrated leadership, remained disciplined in execution and faced a volatile market with a positive ''can do ''attitude. Looking towards the future, your Company will remain focused on agility, innovation and operational excellence.

The company continues to focus on both extension of geographic reach in emerging growth markets as well as on development & growth of new customer accounts across major product lines. With a possible shift in the way users look at deploying technology due to development of cloud platform, your company is positioning itself with vendors for a value added role in their proposed cloud based offerings.

The management is also exploring into other businesses which offer better margins and make use of its infrastructure and its Distribution expertise. The company''s focus will be on making strategic alliances with global IT product companies and on further expansion of its delivery and support infrastructure across the country.

Strengths

The strength of you company is the dedicated group of talented professional who drive its business and relationships with its business partners and manage its support functions. Prudent fiscal policies have enabled your company to maintain a strong financial base. These strengths have enabled your company to successfully articulate its various differentiated value propositions in the markets in which it operates.

We believe our strong brand, our 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

Your 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 the competitive global market. A strong emphasis is based on quality in every aspect of the company''s activities. 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. Several initiatives have been taken to implement result oriented quality management models.

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.

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 across all its entities globally 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.

Outlook

The company is undertaking several key initiatives including development of skill sets and domain knowledge for providing implementation and application services to customers on behalf of its vendors and partners. Opportunities in value added distribution where vendors are increasingly looking at their partners to add to their own efforts at market development and demand generation activities are also possible areas of differentiation as compared to its competitors.

We have built a strong foundation and with IT spending on a rebound, the outlook for the future is robust. We believe that with our diverse portfolio of solutions and services, domain expertise and increasing value-add to customers, we are best suited to be a strategic partner to our customers.

Risks and Concerns

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 IT companies is increasing in the domestic market space. Actual results may differ materially from those expressed. Important factors that could influence the company''s operations include change in government regulations, tax laws, increased competition, economic and political developments.

Proliferation of small players with limited infrastructure commitments and hence vastly reduced cost structure is an increasing concern. The convergence of IT and Telecommunication industries, while provide huge growth opportunities to your company, also exposes it to increased competition. The growth in the economy and IT industry is expected to lead to increase in attrition next year.

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 consider it prudentand recommend not declaring anydividend for the year ended March 31,2011.

Directors

Mr. Dilip Palicha, Mr. Mukesh Shah and Mr. Viren Shah were appointed as Additional Directors with effect from January 25, 2011, in accordance with Article 125 of the Articles of Association of the Company and Sec. 260 of the Act. All three directors holds office upto the date of forthcoming Annual General Meeting (AGM) and Notice under Section 257 of the Act has been received from Members signifying their intention to propose Mr. Dilip Palicha''s, Mr. Mukesh Shah''s and Mr. Viren Shah''s appointment as Directors.

In accordance with the requirements of the Act and Articles of Association of the Company, Mr. Parag Dalal retire by rotation and are eligible for re-appointment.

Auditors

M/s P.C. Ghadiali & Co., Chartered Accountants who are the Statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the ensuing Annual General Meeting, are eligible for re-appointment.

Corporate Governance

The report on Corporate Governance, stipulated by Clause 49 of the Listing Agreement, is annexed hereto and forms part of this Annual Report. A Certificate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated in Clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

Scheme of Arrangement:

A Scheme of Arrangement was presented under Section 391 to 394 of the Act for transfer and vesting of Marketing & Distribution Business and Manufacturing Business of Dynacons Systems & Solutions Limited into Dynacons Technologies Limited with effect from April 1, 2009, the Appointed date. The Scheme under Section 391 to 394 of the Companies Act 1956, has been approved by the Hon''ble High Court of Judicature at Bombay vide its order dated October 15, 2010 and as required by the scheme, the company has received all requisite approvals from Governmental authorities and the effective date of the scheme was December 20,2010.

Post obtaining the Order from Hon''ble High Court, Bombay and approval from other relevant authorities, your Company had issued and allotted an aggregate of 44,432,100 equity shares of Re 1 each credited as fully paid up, to the members of Dynacons Sysytems & Solutions Ltd. in the ratio as decided in the Scheme and effect of the same was given in the accounts on sanctioning of the Scheme by the High Court.

Particulars of the Employees

The information as required under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable as none of the employees are in receipt of remuneration which exceeds the limits specified under the said rules.

Human Resource Management

Your Company firmly believes that its success is inherently linked to the quality of human capital at its disposal. Ensuring a transparent, cohesive, conducive and professional working environment, which rewards its employees on merit, remains among your company''s primary commitments and objectives.

We have created a favorable work environment that encourages innovation and meritocracy. We have also set up a scalable recruitment and human resources management process. Employee relations during the year were cordial. The Company offers a growth environment along with monetary benefits in line with industry standards.

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.

Directors Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 the Directors based on the information and representations received from the operating management confirm that:

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

ii) 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.

iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.,

iv) The Directors had prepared the annual accounts on a going concern basis.

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

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. 0.95 lacs (previous year Rs 0.54 lacs)

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.

For and on behalf of the Board of Directors

Shirish M. Anjaria Parag J. Dalal

Chairman & Director Managing Director

Mumbai: May 30,2011