Ducol Organics & Colours Ltd Directors Report

To,

The Members,

Ducol Organics AndColours Limited,

Your directors are pleased to present the 31 st Annual Report of the business and operations of your Company Ducol Organics and Colours Limited (hereinafter referred to as the said Company or DUCOL) accompanied with Audited Financial Statements for the Financial Year ended on March 31, 2025.

1. FINANCIAL RESULTS

The Company adopted Ind-AS from 1 st April, 2024 and accordingly the transition was carried out, from the Accounting Principles generally accepted in India as specified under Section 133 of the Companies Act, 2013 read with Rules 7 of the Companies (Accounts) Rules, 2014 (IGAAP), in accordance with Ind-AS 101 - First time adoption of the Indian Accounting Standards.Accordingly, the impact on transition has been recorded in opening reserves as at 1 st April, 2023 and all figures presented has been restated. The summarized financial performance for the financial year under review compared to the previous financial year is given here-in-below:

[Amounts in Lakhs]

Particulars	Current Financial Year ended on March 31,2025	Previous Financial Year ended on March 31, 2024
Revenue from Operations	7735.34	7540.50
Other Income	284.48	360.74
Gain on Fair Valuation of Financial Investments (FVTPL)	63.92	37.85
Total Revenue	8083.74	7939.10
Less: Total Expenditure (Excluding Depreciation, Finance Costs, and Taxes)	7006.95	6845.44
Profit before Depreciation, Finance cost & Tax	619.81	645.19
Less: Depreciation and amortization	262.23	261.87
Less: Finance Cost	194.75	186.59
Profit before Tax	619.81	645.19
Less: Provision for Tax (Including for prior year and deferred tax)	157.38	164.73
Profit after Tax	462.43	480.46
Earnings per equity share - Basic and diluted	2.84	3.30

2. REVIEW OF OPERATIONS

The Companys total revenue from operations increased by 2.58 % at Rs 7735.34 Lakhs (previous year Rs 7540.50 Lakhs) and Net Profit after Tax decreased by 3.75 % at Rs 462.43 Lakhs (previous year Rs 480.46 Lakhs)

3. STATE OF AFFAIRS AND FUTURE OUTLOOK

Your company has proactively initiated measures to navigate the challenges and drive growth. Key focus areas include optimizing supply chain efficiencies, expanding capacities, fostering innovation through the development of new products, and strengthening marketing and operational capabilities. By addressing these areas strategically, your company is poised to overcome obstacles and thrive in the evolving business landscape of 2025-26.

4. DIVIDEND AND RESERVES

During the year, the Company has focused on investing in growth opportunities through capacity enhancement, upgradation of production facilities, and a strategic acquisition. These initiatives are aimed at strengthening the Companys long-term competitiveness and value creation. In view of the ongoing investment commitments and the need to conserve internal resources to support these initiatives, the Board of Directors has decided not to recommend any dividend for the financial year.

5. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

During the financial year under review, there has been no change in the nature of the business of the Company.

6. SHARE CAPITAL

6.1 Changes in Authorised Capital

The Company has increased its authorized capital from Rs 15 Crores (Indian Rupees Fifteen Crores only) divided into

1.50.00. 000 Equity Shares of Rs 10/- (Rupees Ten) each to Rs 20,00,00,000/- (Rupees Twenty Crores Only) divided into

2.00. 00.000 Equity shares of Rs 10/- and same was approved by the members of the company at the Extra-Ordinary General Meeting held on December 31,2024.

A brief of the same in tabular format is prescribed below:

Particulars	As on 31 st March, 2025		As on 31 st March, 2024
	Number of shares	Amount (in Lakhs)	Number of shares	Amount(in Lakhs)
Authorized Share Capital: Equity shares of Rs 10 each	2,00,00,000	20,00,00,000	1,50,00,000	15,00,00,000

6.2 Changes in Paid-up Capital

The movement of the issued, subscribed and paid-up share capital of the Company during the financial year is as follows;

Issued, Subscribed and Paid-up Share Capital	Number of shares	Equity Share Capital
At the beginning of the year i.e., as on April 01,2024	1,45,40,000	14,54,00,000
Preferential Allotment during the Financial Year#	17,53,958	1,75,39,580
At the end of the year i.e., as on March 31, 2025	1,62,93,958	16,29,39,580

All the equity shares so allotted are duly listed on the National Stock Exchange SME Platform (NSE Emerge).

# On 22nd January, 2025, the Company has allotted 17,53,958 (Seventeen Lakh Fifty-Three Thousand Nine Hundred and Fifty-Eight) Equity Shares of face value of Rs 10/- (Rupees Ten only) each at premium of Rs 116/- each to Strategic Investors being Non-Promoters on Preferential basisand same was approved by the members of the company at the Extra-Ordinary General Meeting held on December 31,2024.

Consequently, the paid-up share capital of the company as on date comprises of Rs 16,29,39,580/- (Indian Rupees Sixteen Crores Twenty-nine Lacs Thirty-Nine Thousand Five Hundred and Eighty only) divided into 1,62,93,958 (One Crore Sixty-Two Lacs Ninety-Three Thousand Nine Hundred and Fifty-Eight Only) Equity Shares of Rs 10/- (Indian Rupees Ten Only) each.

As on March 31, 2025, the authorized capital of the company was Rs 20,00,00,000/- (Indian Rupees Twenty Crores only) divided into 2,00,00,000 (Two crore only) Equity Shares of Rs 10/- (Indian Rupees Ten Only) each.

Further, the issued, subscribed and paid-up share capital of the company was Rs 16,29,39,580/- (Indian Rupees Sixteen Crores Twenty-nine Lacs Thirty-Nine Thousand Five Hundred and Eighty only) divided into 1,62,93,958 (One Crore Sixty-Two Lacs Ninety-Three Thousand Nine Hundred and Fifty-Eight Only) Equity Shares of Rs 10/- (Indian Rupees Ten Only) each.

7. INVESTORS EDUCATION AND PROTECTION FUND (IEPF) RELATED INFORMATION

Section 125 of the Companies Act, 2013 (the Act), read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), provides that, all unpaid or unclaimed dividends shall be transferred by the Company to the IEPF Authority established by the Government of India after the completion of seven years.

Further, according to the said IEPF Rules, the shares on which dividend remains unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

The details of unpaid and unclaimed dividends lying with the Company as on March 31, 2025 are uploaded on the website of the Company and can be accessed through the link https://www.ducol.com/

Adhering to the various requirements set out in the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has, during financial years 202425 transferred to the Unclaimed Dividend Account all the shares in respect of which dividend has been remained unpaid or unclaimed. Details of shares so far transferred to the Unclaimed Dividend Account are available on the website of the Company and the same can be accessed through the link: https://www.ducol.com/.

Members may note that shares as well as unclaimed dividends transferred to IEPF Authority can be claimed back from the IEPF Authority.

Last date to claim Unclaimed/Unpaid Dividends before transfer to IEPF for the Financial Year 2023-24, are as under;

Statement of Unclaimed Dividend for the F.Y 2023-24

		F.Y. 2023-24		F.Y. 2022-23
Name of Shareholders	Address	Number of Equity Shares held	Amount (?)	Number of Equity Shares held	Amount (?)	Tentative Due Date for Transfer in IEPF
Mr. David Edward Wilde	C O Aashish Poredi National P Post Post Box 5822 Sharjah UAE 999999	1600	633	1600	950	25 th September, 2030
Mr, Mathews Mathew Kakkudimannil	202 Bethel Cross Road No 3, IC Colony, Borivali West, Mumbai - 400 103			1600	1200	25 th September, 2030
Mr. Mudit Trivedi	A 1 First Floor, Parsvnath Par Mohan Nagar, Ghaziabad 201007			6400	4800	25 th September, 2030
Mr. Naveen Chokkakula	Rly Qr No 2, F2 Unit 8, Old Settlement Dt Midnapur W Kharagpur 721301			1600	1200	25 th September, 2030
Mr. M P Manoj Mahadev	Emirated Bank P O Box 2923 DUB AI UAE 999999	7200	2851			25 th September, 2030
Ms. Manisha R Phalke	Plot No 60 61, Flat 3A Floor 2, Wing A, Shiv Shrusti S G Barve Kurla E Mumbai 400024	1600	800			25 th September, 2030
Mr. Haresh Parchani	36 Tollygunge Circular Road Near Mahabirtala Petrol Pump, Kolkata 700053	1600	800	1600	1200	25 th September, 2030
Mr. Ramdev Sitaram Sikhwal	340 Upper G F Plot 255/A Poddar Arcade KhandbazarVarachha Surat 395006	1600	800			25 th September, 2030
Mr. Navjeevan Gupta	SCO 343 344 sector 35 B Chandigarh 160022	800	400			25 th September, 2030
GRAND TOTAL		14400	6284	12800	9350

The last date for claiming unclaimed dividend for the Financial Year 2023-24 is 25 th September, 2030 and for financial year 2022-23 is 25 th September, 2029.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

During the year under review, the Board of Directors of the Company approved to make a strategic investment of approximately Rs 39,70,00,000 in Bitumag Industries Private Limited (Strategic Investment) and to invest Rs 39,70,00,000 and subscribe to 100% equity shares i.e., 100% of the issued and paid-up equity capital of Bitumag on a fully diluted basis, by end of Q4 of FY 2024-25.

In furtherance of the same, the Company entered into a Share Purchase Agreement with Bitumag Industries Private Limited on 27 th March, 2025 to record the terms of the Strategic Investment, including the terms on which the Company shall acquire 100% equity shares i.e, 100% of the issued and paid-up equity capital of Bitumag Industries Private Limited and the rights and obligations of the Company and 100% of the equity shares of the Company were transferred on 17 April 2025.

However, there were no other material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and up to the date of this report.

9. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

During the year under review, the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender-inclusive workplace.

10. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure I and is incorporated herein by reference and forms an integral part of this report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The NRC is entrusted with the responsibility for developing competency requirements for the Board, based on the Industry, Strategy and Vision of the Company. The Board composition analysis reflects an in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC advises the Board on the appointment and reappointment of Directors and also conducts periodic gap analyses to refresh the Board and reviewing potential candidates profiles to ensure they have the required competencies. The NRC also undertakes reference and due diligence checks and meets potential candidates before making recommendations to the Board. The appointee is briefed on the specific requirements for the position, including expected expert knowledge. Once a suitable candidate is identified, the NRC recommends their appointment to the Board for its approval. Upon receiving the NRCs recommendation, the Board considers the appointment and if approved, recommends the same to the Shareholders for their approval.

• Appointments or Re-appointment and Cessation of Directors and Key Managerial Personnel

1. Pursuant to the provisions of Section 152 of the Act, Mr. Aamer Ahmed Farid (holding DIN: 00711765) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends the said reappointment for shareholders approval.

2. Mrs. Manisha Agrawal has resigned from the post of CFO w.e.f. July 31, 2024. The Board appreciated the work done by her during her tenure.

3. Mr. Rehmat Shaikh was appointed as the CFO w.e.f. October 15, 2024 and the same was approved by the Board.

4. Pursuant to the recommendation of the NRC, the Board at its Meeting held on August 20, 2025, subject to approval of the Shareholders of the Company, considered and approved:

- To re-appoint Mr. Aamer Ahmed Farid (DIN: 00711765) as a Managing Director and Mr. Mr. Hani Ahmed Farid (DIN: 00711968) as a whole-time Director for a further period of five years with effect from 1 st October, 2025 upto 30 th September, 2030, resolution in this behalf is set out at Item Nos. 03 and 04 of the Notice of Annual General Meeting, for Members approval.

As on 31 st March, 2025, the following were Key Managerial Personnel (KMP) of the Company in accordance with the provisions of Section 203 of the Act.

Sr. No.	Name of KMP	Designation
1.	Mr. Aamer Ahmed Farid	Managing Director
2.	Mr. Hani Ahmed Farid	Whole Time Director
3.	Ms. Sabina Qureshi	Company Secretary & Compliance Officer
4.	Mr. Rehmat Shaikh (w.e.f. 15 h October, 2024)	Chief Financial Officer

12. SEPARATE MEETING OF INDEPENDENT DIRECTORS: BOARD EVALUATION & DISCUSSIONS WITH INDEPENDENT DIRECTORS

• Pursuant to paragraph VII of Schedule IV, in terms of Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of Securities Exchange Board of India (Listing Obligations and Disclosure requirements, 2015, the Boards policy is to regularly have separate meetings with Independent Directors, to update them on all business-related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues.

Sr.	Name of Directors	Ms. Shivani Tiwari	Mr. Ratnakar V. Rai	Mr. Abhishek Agrawal
no	Designation as on March 31,2025	Independent Director	Independent Director	Independent Director
1	6, December 2024	Y	Y	Y

• Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, 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 committees. The Directors expressed satisfaction with the evaluation process.

13. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act read along with Rules framed thereunder and Regulations of the Listing Regulations and are not disqualified from continuing as an Independent Director of the Company. The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA).

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

ANNUAL PERFORMANCE EVALUATION

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee have evaluated the effectiveness of the Board/ Director(s) for the Financial Year 2024-25.

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual Directors, including Independent Directors. The annual performance evaluation of the Board as a whole, its committees and individual Director has been carried out in accordance with the framework.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Directors expressed satisfaction with the evaluation process. The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of Nomination and Remuneration Committee and the Board.

During the reporting period, no adverse remarks or qualifications were notified and/or in respect of the Board, its committees and/or any of the Directors.

14. COMPOSITION OF BOARD, NUMBER OF BOARD MEETINGS & ITS POLICY

The existing policy is having a blend of appropriate combination of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2025, the Board had 5 (Five) members, consisting of 2 (Two) executive directors, 01(One) non-executive & independent director of the board is a woman and 2 (Two) Independent directors. Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once a quarter to review the quarterly financial results and other items on the agenda and also on the occasion of the Annual General Meeting (AGM) of the Shareholders. Additional meetings are held, when necessary.

Further, Committees of the Board usually meet on the same day of formal Board Meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval and noting.

During the Financial Year 2024-25, the Company held 10 (Ten) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 was adhered to while considering the time gap between two meetings.

Sr No.	Dates of Meeting	Board Strength	No. of Directors Present
1.	21-05-2024	5	5
2.	14-08-2024	5	4
3.	15-10-2024	5	4
4.	11-11-2024	5	5
5.	06-12-2024	5	5
6.	17-12-2024	5	5
7.	06-01-2025	5	5
8.	22-01-2025	5	5
9.	22-02-2025	5	5
10.	27-03-2025	5	5

Attendance details of Directors for the year ended March 31, 2025 are given below:

Name of the Directors	Category	No. of Board Meetings attended
Mr. Aamer Ahmed Farid	Managing Director	10
Mr. Hani Ahmed Farid	Whole-time Director	10
Mr. Ratnakar Venkappa Rai	Independent Director	10
Mr. Shivani Shivshankar Tiwari	Independent Director	9
Mr. Abhishek Agrawal	Independent Director	9

15. FORMATION OF THE COMMITTEES OF THE BOARD

The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

As on March 31, 2025 Company has five Committees namely Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Independent Director Committee and Internal Constitution Committee. The details of the composition of the Board and its Committees is placed on the Companys website at www.ducol.com

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

COMPOSITION AND NUMBER OF MEETING OF THE AUDIT COMMITTEE:

Your Company has formed an Audit Committee pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee are Independent Director possess strong knowledge of accounting and financial management.

During the year ended 31 st March, 2025, 06 (Six) meetings of the Committee were held the dates of which are 21 st May, 2024, 14 th August, 2024, 15 th October, 2024, 11 th November, 2024 and 6 th December, 2024 and 27 th March, 2025

Details of Composition of the Committee:

Sr. No	Name of Director	Position in Committee	No. of Meetings Attended
1	Mr. Ratnakar Venkappa Rai	Chairperson, Independent Director	06
2	Ms. Shivani Tiwari	Member, Independent Director	06
3	Mr. Abhishek Agrawal	Member, Independent Director	06

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

COMPOSITION OF THE NOMINATION & REMUNERATION COMMITTEE:

Pursuant to Section 177 read with Regulation 19 of Securities Exchange Board of India (listing Obligations and Disclosure requirements) 2015, your Company has formed a Nomination & Remuneration Committee to lay down norms for identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

Furthermore, Nomination& remuneration committee look after remuneration payable to directors, key managerial personnel and senior management.

The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees determination of qualified Directors for induction in the board remuneration of the executive as well as non-executive directors and executives at all levels of the Company.

The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

During the year ended 31 st March, 2025, 02 (Two) meeting of the Committee were held on 14thAugust, 2024 and 15 th October, 2024.

Details of the Composition of the Committee and attendance during the year are as under:

Sr. No	Name of Director	Category	No. of Meetings Attended
1	Mr. Ratnakar Venkappa Rai	Chairperson, Independent Director	02
2	Miss Shivani Tiwari	Member, Independent Director	02
3	Mr. Abhishek Agrawal	Member, Independent Director	02

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members.

The Nomination & Remuneration Committee is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members.

The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.

The policy is available on our website https://www.ducol.com.

During the year under review, the details of remuneration paid to Directors and Key Managerial Personnel are as under:

Sr. No.	Name of Directors and KMP	Designation	Remuneration per annum (Rs In Lakhs.)
1	Mr. Aamer Ahmed Farid	Whole-time Director	84.00
2	Mr. Hani Ahmed Farid	Whole-time Director	78.00
3.	Mr. Rehmat Shaikh (Appointed w.e.f. 15 th October, 2024)	Chief Financial Officer	9.64
4.	Mrs. Manisha Agrawal (Resigned w.e.f. 1 st July, 2024)	Chief Financial Officer	1.78
5.	Ms. Sabina Qureshi	Company secretary	8.12

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.

During the year, there have been no changes to the Policy. The same is annexed to this report as Annexure II and is available on our website www.ducol.com.

COMPOSITION OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013 read with Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholders/ Investor s complaints. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Companyincluding security holders.

During the year ended 31 st March, 2025, 02 (Two) meetings of the Committee were held, the dates of which are 21 st May, 2024 and 11 th November, 2024.

Sr. No	Name of Director	Category	No. of Meetings Attended
1	Mr. Ratnakar Venkappa Rai	Chairman, Independent Director	02
2	Miss Shivani Tiwari	Member, Independent Director	02
3	Mr. Abhishek Agrawal	Member, Independent Director	02
4	Mr. Aamer Ahmed Farid	Member, Managing Director	02

Details of the composition of the Committee and attendance during the year are as under:

The details of complaints received and resolved during the Financial Year ended March 31, 2025 are given in the Table below. The complaints relate to non-receipt of annual report, dividend, share transfers, other investor grievances, etc.

Details of complaints received and resolved during the Financial Year 2024-25:

Particulars	Number of Compliant
Opening as on April 1, 2024	-
Received during the year	-
Resolved during the year	-
Closing as on March 31,2025	-

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

During the financial year 2024-25 the provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility (CSR) were not applicable to the Company. However, in alignment with the Companys commitment towards social responsibility and sustainable development, the Company voluntarily undertook CSR activities and incurred an expenditure of Rs 58,48,345/- towards various CSR initiatives.

During the year ended 31 st March, 2025, 02 (Two) meeting of the Committee were held on 14 th August, 2024 and 15 th October, 2024.

Details of the Composition of the Committee and attendance during the year are as under:

Sr. No	Name of the Member	Category	No. of Meetings Attended
1.	Mr. Ratnakar Venkappa Rai	Chairman, Independent Director	2
2.	Miss Shivani Tiwari	Member, Independent Director	2
3.	Mr. Abhishek Agrawal	Member, Independent Director	2
4.	Mr. Aamer Ahmed Farid	Member, Managing Director	2

Further, the Company has voluntarily constituted a CSR Committee to guide and oversee CSR initiatives and ensure structured implementation of the CSR policy.

The Company has a Corporate Social Responsibility Policy as per the requirements of the Act and the same is available on the website of the Company.

The salient features of this policy are as follows:

• The Company believes that serving society is a primary purpose.

• Perceivable improvement in attitude, culture and values amongst employees and community.

• Conservation of natural resources and commitment to Green Environment.

• Developing business processes which are environmentally and socially sustainable.

The Corporate Social Responsibility Report in the required format is given as an Annexure V to this report.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of trades by Designated persons under the Securities Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 (Code) for prohibition of insider trading in the securities of the DUCOL to curb the practice for dealing in the securities while having Unpublished Price Sensitive Information (UPSI) by the Insiders of the Company.

The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information. The said Code has been amended, from time to time, to give effect to the various notifications/circulars of Securities and Exchange Board of India (SEBI) with respect to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Your Company has also formulated and adopted the Policy and Procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015].

18. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure III and forms an integral part of this report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016, none of the employees of the Company are in receipt of remuneration exceeding Rs 1,02,00,000/- per annum, if employed for whole of the year or Rs 8,50,000/- per month if employed for part of the year.

19. ANNUAL RETURN

Pursuant to Notification dated 28 th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28 th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at: www.ducol.com.

20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

As of the balance sheet date, March 31, 2025, the Company did not have any subsidiaries.

However, after this date, Bitumag Industries Private Limited became a wholly-owned subsidiary. This occurred following the execution of a Share Purchase Agreement on March 27, 2025, and the transfer of 100% of its equity share capital on April 17, 2025, in accordance with Section 2(87) of the Companies Act, 2013.

Given that Bitumag Industries Private Limited became a subsidiary subsequent to the balance sheet date (March 31,2025), the statement required to be enclosed in Form AOC-I is not applicable for the financial year 2024-25.

Additionally, as of the date of this report, the Company has no other Holding, Joint Venture, or Associate Companies.

21. STATUTORY AUDITORS AND AUDITORS REPORT:

The Members of the Company at the 29 th Annual General Meeting (AGM) held on September 26,2023 approved the appointment M/s Choudhary Choudhary& Co., Chartered Accountants (Firm Registration No. 002910C), and they were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 34 th Annual General Meeting.

The Independent Auditors Report for fiscal year 2025 provided by M/s Choudhary Choudhary& Co, Chartered Accountants does not contain any qualification, reservation, or adverse remark. The Independent Auditors Report is integrated in the 31 st Annual Report.

22. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice for furnishing secretarial audit report. Accordingly, M/s Deep Shukla & Associates has been appointed as Secretarial Auditors of the Company. The Board of Directors of your company has already appointed Messrs. Deep Shukla & Associates, Practicing Company Secretaries, Mumbai, a peer-reviewed firm, to act as the Secretarial Auditor. The Secretarial Audit Report for the financial year ended 31 st March 2025, as required under Section 204 of the Act.

The Secretarial Auditors Report for fiscal 2025 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors Report is enclosed as Annexure IV to the Boards report, which forms part of this Integrated Annual Report.

23. INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement. During the year, such controls were tested and no reportable material weakness in the design or operation was noticed. The Audit Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors.

Further, M/s. A.P & Co., Chartered Accountants (Firm Reg. No. 100040W) acting as an Internal Auditor of the Company for a term of five (5) years i.e., from Financial Year 2022-23 to 2026-27.

24. EMPLOYEES STOCK OPTION PLAN

Your Company has not provided stock options to any employee.

25. VIGIL MECHANISM

In pursuant to the provisions of sections 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.ducol. com. The employees of the Company are made aware of the said policy at the time of joining the Company.

26. RISK MANAGEMENT POLICY

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable. However, the Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

27. CORPORATE GOVERNANCE REPORT

Your Company is committed to achieving and adhering to the highest standards of Corporate Governance. However, the provisions of Corporate Governance are not applicable to the Company pursuant to Regulation read with Regulation 15(2)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, your Company undertakes that when the above said provision is applicable to the Company the same will be duly complied with in the period of 6 months.

28. DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 76 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31,2025.

29. LOANS & GUARANTEES

During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013, to any person or other body corporate.

30. RELATED PARTY TRANSACTIONS

During the financial year under review, all the Related party transactions are disclosed in the notes provided in the financial statements which forms part of this Annual Report. All the transactions/contracts/arrangements entered by the Company during the year under review with related party (/ies) are in the ordinary course of business and on arms length basis. As the transactions entered do not fall under Section 188(1) of the Companies Act, 2013 and there are no material Related Party transactions, which may conflict the interest of the Company, hence Form AOC-2 is not required to be furnished.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note No. 39 to the Significant Accounting policies part of this report.

31. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

The use of energy is being optimized through improved operational methods. Continuous efforts are being made to optimize and conserve energy by improvement in production process. Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns in its all locations and implements requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings.

Steps taken for utilizing alternate sources of energy;

The Company has not made any investment for utilizing alternate source of energy.

Capital investment on energy conservation equipment;

The Company has taken adequate measures to conserve energy by way of optimizing usage of power.

(b) Absorption of Technology:

The efforts made towards technology absorption:

In this era of competition, in order to maintain and increase the number of clients and customers, we need to provide the best quality services to our clients and customers at a minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

The Company has not imported any technology during the year under review;

The Company has not expended any expenditure towards Research and Development during the year under review. Foreign exchange earnings and outgo

(Rs Lakhs)

Particulars	Year ended 31 st March, 2025	Year ended 31 st March, 2024
Earning in Foreign Exchange	692.68	870.22
Expenditure in Foreign Currency
CIF Value of Import Purchase	197.18	234.70
Foreign Travelling Expenses	14.96	23.20

32. CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to discharging its social responsibility as a good corporate citizen.

Pursuant to the section 135 of the act, the Board has recommended, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The CSR Policy is displayed on the website of the Company at www.ducol.com. Report on CSR activities undertaken by the Company is appended to this report as Annexure - V.

33. COST AUDIT / COST RECORDS

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company. However, in accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

34. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee for redressal of complaints against sexual harassment.

During the year ended 31 st March, 2025, there were no cases filed /reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the details are mentioned below.

Number of Complaints of Sexual harassment received in the year	NIL
Number of Complaints disposed off during the year	NIL
Number of Cases pending for more than ninety days	NIL
Number of workshops or awareness programme against sexual harassment carried out	01
Nature of action taken by employer or District officer	NIL
Number of Cases filed	NIL

35. LISTING OF SHARES WITH STOCK EXCHANGE AND DEMATERIALISATION

The shares of the Company were listed on National Stock Exchange of India Limited on Small, Medium Enterprise (SME) on Thursday, January 19, 2023 only.The annual listing fees for FY 2025-26 has been paid to the Stock Exchange. Further, Complete Shareholding of the Company is in dematerialized form.

36. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India. The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

38. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review there were no material changes which would affect the financial position of the Company.

39. ACKNOWLEDGEMENT

Your directors take this opportunity to thank and acknowledge with gratitude, the contributions made by the employees through their hard work, dedication, competence, commitment and co-operation towards the success of your Company and have been core to our existence that helped us to face all challenges.

Your directors are also thankful for consistent co-operation and assistance received from its shareholders, investors, business associates, customers, vendors, bankers, regulatory and government authorities and showing their confidence in the Company.

On Behalf Of The Board Of Directors
Ducol Organics And Colours Limited
Aamer Ahmed Farid	Hani Ahmed Farid
Managing Director	Whole Time Director
(Din: 00711705)	(Din: 00711968)