Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Ducon Infratechnologies Limited

Meeting Details

The 17th Annual General Meeting will be held on Monday, September 28, 2026 at 5:30 PM Indian Standard Time through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The registered office of the company at Ducon House, Plot No. A/4, Road No.1, MIDC, Wagle Industrial Estate, Thane (W) – 400 604, India is deemed to be the venue for the AGM.

The meeting is being conducted through VC/OAVM in compliance with MCA Circulars dated May 5, 2020; April 8, 2020; April 13, 2020; June 15, 2020; September 28, 2020; January 13, 2021; December 28, 2022 and September 19, 2024, and SEBI Circulars dated May 12, 2020; January 5, 2023 and October 3, 2024.

Proposed Resolutions and Implications

Ordinary Business:

1. Adoption of Financial Statements: To consider and adopt the audited Standalone and Consolidated financial statements of the Company for the financial year ended March 31, 2026, along with the reports of the Board of Directors and Auditors thereon.

Special Business:

2. Non-filling of Vacancy: Mr. Maruti Deore (DIN: 02780312), Non-Executive Non-Independent Director, liable to retire by rotation, does not seek re-election as a Director of the Company, and the company is not appointing any other person to fill the casual vacancy.

3. Appointment of Mr. Sandip Anandrao Sutar: To appoint Mr. Sandip Anandrao Sutar (DIN: 08081182) as an Independent Director for a term of five consecutive years with effect from September 28, 2026.

4. Appointment of Mr. Anil Rajmal Bhandari: To appoint Mr. Anil Rajmal Bhandari (DIN: 11917123) as an Independent Director for a term of five consecutive years with effect from September 28, 2026.

5. Re-appointment of Mr. Prakash Vaghela: To re-appoint Mr. Prakash Vaghela (DIN: 07768595) as Non-Executive Independent Director for a second term until the conclusion of the AGM in 2031.

Voting Process and Methods

The company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM through National Securities Depository Limited (NSDL) as the authorized agency.

Remote e-Voting Period: Begins on September 25, 2026 at 09:00 AM and ends on September 27, 2026 at 05:00 PM.

Record Date: Monday, September 21, 2026 for determining members entitled to vote at the AGM.

Voting Rights: Members' voting rights shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date (September 21, 2026).

Members can vote either through remote e-voting prior to the meeting or through e-voting during the AGM. Those who vote through remote e-voting cannot vote again at the AGM.

Scrutinizer's Role and Findings

Mr. Sachin G. Bidkar, Practicing Company Secretary (FCS No. 14002) has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.

The Scrutinizer will count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company. He will make a consolidated scrutinizer's report of the total votes cast in favour or against within forty-eight hours of the conclusion of the AGM.

Results Declaration and Compliance

The results along with the Scrutinizer's Report will be placed on the Company's website (www.duconinfra.co.in) and on the website of NSDL (www.evoting.nsdl.com) within two days of the passing of the resolutions at the AGM. The same will also be submitted to BSE Limited and National Stock Exchange of India Limited.

The company confirms compliance with applicable laws and regulations including the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and various MCA and SEBI circulars governing the conduct of AGM through VC/OAVM.

Financial Performance Highlights (FY 2025-2026)

Standalone Financials:

  • Gross Income: ₹236.56 crore (Previous year: ₹254.60 crore)
  • Profit Before Tax: ₹4.09 crore (Previous year: ₹6.90 crore)
  • Net Profit After Tax: ₹2.89 crore (Previous year: ₹5.16 crore)
  • Earnings Per Share: ₹0.09 (Previous year: ₹0.18)

Consolidated Financials:

  • Total Income: ₹422.05 crore (Previous year: ₹452.42 crore)
  • Profit Before Tax: ₹16.36 crore (Previous year: ₹19.38 crore)
  • Net Profit After Tax: ₹10.98 crore (Previous year: ₹13.55 crore)
  • Earnings Per Share: ₹0.34 (Previous year: ₹0.42)

Additional Information

The company has one material wholly-owned subsidiary, Ducon Combustion Equipment Inc. (USA), which reported total income of ₹419.40 crore and net profit of ₹10.98 crore for FY26.

The Board has recommended not declaring any dividend for the year ended March 31, 2026, with a view to plough back the profits for business expansion.

The company has proposed to raise funds through a Rights Issue of Equity Shares aggregating up to ₹25.00 crore, for which in-principle approval has been obtained from NSE and BSE.

Compliance Status

The Secretarial Audit Report noted that the company received several clarifications and was penalized for a one-day delay in submitting prior intimation of a Board Meeting under Regulation 29 of SEBI LODR Regulations, and for delay in submission of the Shareholding Pattern Report under Regulation 31. The company promptly responded to all queries and paid the applicable fines.