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:

2. REVIEW OF OPERATIONS

The Company's total revenue from operations increased
by 2.58 % at ' 7735.34 Lakhs (previous year ' 7540.50
Lakhs) and Net Profit after Tax decreased by 3.75 % at
' 462.43 Lakhs (previous year ' 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 Company's 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 ' 15 Crores (Indian Rupees Fifteen Crores only) divided into

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

2.00. 00.000 Equity shares of ' 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:

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;

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 ' 10/- (Rupees Ten only) each at premium of ' 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 ' 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 ' 10/-
(Indian Rupees Ten Only) each.

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

Further, the issued, subscribed and paid-up share capital
of the company was ' 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 ' 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 2024¬
25 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;

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
' 39,70,00,000 in Bitumag Industries Private Limited ("Strategic Investment”) and to invest ' 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 re¬
appointment 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 NRC's 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'

annrm/al

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.

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 Board's 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.

• 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.

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

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 Company's 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:

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management's
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 employee's 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:

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

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 STAKEHOLDER'S 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 Shareholder's/ 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.

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:

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 Company's commitment towards
social responsibility and sustainable development, the Company voluntarily undertook CSR activities and incurred an
expenditure of ' 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:

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 ' 1,02,00,000/- per annum, if employed for
whole of the year or ' 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 Board's 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

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.

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)

Place: Mumbai
Date: August 20, 2025

Registered Address:

Office No 302, Express Building, 14-E Road,

Churchgate, Mumbai 400020