Directors Report of Dhruv Consultancy Services Ltd.

Mar 31, 2025

Your Board of Directors (“Board”) present the 22nd Annual Report of DHRUV CONSULTANCY SERVICES LIMITED (“the Company”) on the business and operations of the Company, along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

1. Key Financial Highlights (Standalone & Consolidated)				(Rs. in Lakhs)
Financial Year	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Total Revenue	10352.06	8241.21	10352.06	8241.2
Earnings Before Interest, Depreciation, Tax and Amortization (EBITDA)	2082.45	1475.15	2082.45	1475.15
Finance Charges	205.16	297.77	205.16	297.77
Depreciation	453.61	492.22	453.61	492.22
Net Profit / (Loss) Before Tax	918.99	685.16	918.99	685.16
Tax expense for the year	223.96	95.65	228.68	95.65
Other Comprehensive Loss/income (net of tax)	(18.86)	(3.16)	(13.77)	(3.12)
Total Comprehensive Income/(Loss)	676.16	586.36	676.17	586.36
Balance of Profit brought forward	676.16	586.36	676.54	586.36
Balance available for appropriation	676.16	586.36	676.54	586.36
Amount transferred to retained earnings	676.16	586.36	676.54	586.36
Dividend paid on Equity Shares	77.66	37.74	77.66	37.74
Surplus carried to Balance Sheet	598.5	548.62	598.5	548.66

2. Business Performance & State Of Company Affairs

The total revenue for the financial year under review was Rs. 10352.06Lakhs as against Rs. 8241.21 Lakhs for the previous financial year registering an increase of Rs. 2110.85 Lakhs. The profit before tax was Rs. 918.99 Lakhs and the profit after tax was Rs. 676.16 Lakhs for the financial year under review as against Rs. 685.16Lakhs and Rs. 586.36 Lakhs respectively reported for the previous financial years.

Your Company had recently incorporated One Wholly Owned Subsidiary (WOS) in UK under the name & style as “Dhruv International Private Limited”. Bank account opening & other formalities are in process. Considering the said WOS, this time, the Company has prepared the Consolidated Financial results for Q4 & Year Ended March 31, 2025.

On Consolidated basis, the total revenue for the financial year under review was Rs. 10352.06 Lakhs as against Rs. 8241.21 Lakhs for the previous financial year registered an increase of Rs.2110.85 Lakhs. The profit before tax was Rs.918.99 Lakhs and the profit after tax was Rs. 676.54 Lakhs for the financial year under review as against Rs. 685.16 Lakhs and Rs. 586.40 Lakhs respectively reported for the previous financial years.

The Board of Directors passed a resolution in their meeting dated 12 August 2025 subject to the approval of members in the ensuing 22nd Annual General Meeting to alter the Object Clause of Memorandum of Association by adding one Clause (2) After Clause III (A)(1) of the Memorandum of Association of the Company. It relates to all the activities of infrastructural segments.

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

3. Dividend

The Board of Directors at its meeting held on November 11, 2024, declared an Interim Dividend of Rs. 0.10/- per equity share of face value of Rs. 10/- each aggregating to Rs18,96,656.90/-(Rupees Eighteen Lakhs Ninety Six Thousand Six Hundred Fifty Six And Ninety Paise only). The Interim Dividend was paid to the shareholders holding shares as on November 22, 2024.

The Board of Directors at its meeting held on February 5, 2025, declared an Interim Dividend of Rs. 0.10/- per equity share of face value of Rs. 10/- each aggregating to Rs. 18,96,656.90/-(Rupees Eighteen Lakhs Ninety Six Thousand Six Hundred Fifty Six And Ninety Paise only). The Interim Dividend was paid to the shareholders holding shares as on February 14, 2025.

The Board recommends to declare a Final Dividend of Rs. 0.25/- per equity share of face value Rs. 10/- each for FY23-24 aggregating to Rs. 39,72,192.25 /- (Rupees Thirty-Nine Lakh Seventy-Two Thousand One Hundred Ninety-Two and Twenty Five Paisa only)out of the profits of financial year 2023-24 to the equity shareholders of the Company whose names appear in the Registrar of Members of the Company as on August 26, 2024.

4. Transfer To Reserves

There is no amount proposed to be transferred to the Reserves.

5. Listing And Current Updates

Your Directors'' are pleased to inform you that, during the year under review, the Company had received the Allotment Approval & also the Trading Approval from both the exchanges pertaining to the Preferential Allotment of 30,77,800 Equity Shares pursuant to conversion of Share Warrants. The Company has allotted 30,77,800 Equity shares on September 12, 2024 and received the amount to the tune of Rs. 33,24,02,400/- under the Preferential Allotment.

6. Share Capital

The Authorized Share Capital of the Company is Rs. 20,00,00,000/- divided into 2,00,00,000 equity shares of Rs. 10/-.

The Paid-up Equity Share Capital is Rs. 18,96,65,690/- (divided into 1,89,66,569 equity shares of Rs.10/- each) as at March 31, 2025.

The Company has paid Listing Fees for the Financial Year 2024-2025 to the Stock Exchanges viz BSE Limited & The National Stock Exchange of India Limited, where its equity shares are listed.

The company has allotted 3077800 equity shares at Rs. 108/- (including premium of Rs. 98/-) through preferential allotment and private placement basis to Non-promoter entity on 12 September 2024.

7. Operations

During the year the Company was awarded the following projects:

Sr. No.	Government works
1.	General Consultant for West Central Railway Construction Organization.
2.	Independent Engineer services for Development of 4 lane Economic Corridor from Bowaichandi to Guskara-Katwa Road section Km 89.814 to Km 133.000 of NH 116A (Package-3) in the state of West Bengal under Bharatmala Pariyojana on Hybrid Annuity Mode.
3.	Project Management (PMC) for the Development of Master Plan Roads under Special Assistance Scheme and other Major Roads in Indore.
4.	Project Management Consultant for Supervision and Monitoring of Multi-Modal Integration facilities implementation at 6 Stations of Mumbai Metro Line 5: Phase 1. (Balkum Naka to Dhamankar Naka).
5.	Consultancy Services for Preparation of Feasibility/DPR for Widening to Two lane with paved shoulders from km 41.90 to 84.30, 88.20 to 105.25, 148.23 to 161.55, 166.35 to 174.13, 176.12 to 186.55 and 191.90 to 192.90 on NH 766C of Byndoor -Ranebennur section in State of Karnataka.
6.	Consultancy Services for feasibility study, DPR, survey and preparation of land plan for widening to two lanes with paved shoulders from Sagara-Havinahalli -Holebaglu -Kalasvalli Sighandoor - Markutka (junction with NH-766c) in the state of Karnataka.
7.	Consultancy Services for Construction Supervision of Balance Cantilever Bridge at Garkhal in Himachal Pradesh.
8.	Consultancy Services for Authority’s Engineer for Supervision of Hybrid Annuity Scheme-II in the State of Maharashtra on EPC Basis. (Group-13: Sangli Solapur).
9.	Consultancy Services for High Crash Locations evaluation, Design of Roads Improvements, Preparation of Tender Documents, Support to ANE, IP During the Bidding Period and Supervision of the Implementation of the works
10.	Independent Engineer Services for Supervision of “4-laning of Aligarh-Palwal Section from Km. 0.00 (Starting from the junction of NH-34 Aligarh) to Km. 46.390 (Design Chainage) Package-I from (Khereshwar Junction -Kurana) of NH-334D, including Khair 8: Jattari Bypass in the state of Uttar Pradesh on HAM Mode under NH(O) scheme (Package-I) and 4-laning of Aligarh-Palwal Section from Km. 46.390 (Design Chainage) to Km. 69.110 (Terminating at junction EPE) (Package-II from Kurana- Eastern Peripheral Expressway) of NH-334D, in the state of Uttar Pradesh and Haryana on Hybrid Annuity Mode.”
11.	Independent Engineer Services for Construction of Four Lane High Speed corridor of Vataman to Pipali section from Design Km 69 700 to Design Km 93 811 (Total Length: 24.111 Km) of SH 6 in the State of Gujarat on Hybrid Annuity Mode (HAM).
Sr. No.	Private works
15.	PMC services for repairing the internal road network and carrying out associated civil repair works at its branch office at Chinmaya Vibhooti, Post- Kolwan, Dist- Pune
16.	Consultancy services for Proof Checking of the detailed design for the work of ‘Construction of Two-Lane Bridge across Agardanda Creek with Approaches connecting Tokekhar Tq. Murud and Turumbadi Tq. Mhasala in Raigad District on Revas-Redi Coastal Highway (MSH-04), Maharashtra on EPC Mode.
17.	Consultancy services for Safety Consultancy for the work of ‘Construction of Access Controlled Pune Ring Road in Pune District Package PRR W5 From Kalyan Rathwade Km 55 500 To Shivare -Kusgaon Km 64 841 (Length - 9.341 Km) in Tq. Haveli/ Bhor, the State of Maharashtra, on EPC Mode.
18.	Consultancy services on contractual matters such as Day-to-Day Monitoring of the Contracts, Necessary Correspondence with the Authorities, Identifying Change of Scope and submitting Claims, Meetings with the Clients & the Authority, for the ongoing projects of the organization as below: A. GS PEB & Civil Works Pvt. Ltd (Group Surya) Rabale. B. Web Werks India Pvt. Ltd Rabale. C. Amazon Data Services India Pvt. Ltd Thane.
19.	Bridge Condition Survey, Inspection of structures with MBIU Group 3 & 4 (GJ & MP)
8. Management Discussion And Analysis
The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.

9. Corporate Governance Report

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate section on the Corporate Governance Report forms an integral part of the Integrated Annual Report. A certificate from Practising Company Secretary confirming compliance with corporate governance norms, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report.

10. 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;

Other than as disclosed in the financial statements, the directors are not aware of any other matters or circumstances that have arisen since the end of the financial year which have significantly affected or may significantly affect the operations of the Company, the results of those operations and the state of affairs of the Company in subsequent years.

11. Annual Return

The Annual Return of the Company as on March 31, 2025 in Form MGT-7 in accordance with Section 92(3) and Section 134 (3) (a) of the Companies Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company''s website at https://dhruvconsultancy.in/ annual-general-meeting/

12. Directors And Key Managerial Personnel

During the year under review, there was one change in the Key Managerial Personnel of the Company.

^(a) Retirement by Rotation and Re-Appointment of Director

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every Annual General Meeting (“AGM”), not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Pandurang Dandawate (DIN: 01202414), Non-Executive Director of the Company, retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. A Profile of Mr. Pandurang Dandawate, as required by Regulation 36(3) of the LODR, is given in the Notice convening the forthcoming AGM.

^(b) Appointments and Resignations

During the year, there is no change in the Composition of the Board of Directors of the Company.

(c) Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

(i) Mrs. Tanvi Auti, Managing Director

(ii) Mr. Akhilesh Dandawate, Chief Financial Officer

(iii) Mr. Paresh Dange, Company Secretary and Compliance Officer

(d) Resignations & Appointments

Mr. Ankit Sonawane resigned from his position as Company Secretary & Compliance Officer of the Company effective from the close of business hours on April 2, 2025.

Mr. Paresh Dange was appointed as Company Secretary & Compliance Officer of the Company, effective from April 3, 2025.

Mr. Snehal Patil, Chief Financial Officer of the Company, resigned w.e.f. December 19, 2024.

Mr. Akhilesh Dandawate was then appointed as Chief Financial Officer (KMP) of the Company.

(e) Director(s) Disclosure

Based on the declarations and confirmations received from the Directors, none of the Directors of the Company is disqualified from being appointed/ continuing as a Director of the Company.

13. Independent Directors’ Declaration and Statement on Compliance with the Code of Conduct

Your Company has received necessary declarations from all its Independent Directors stating that they meet the criteria of independence as provided in Sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have 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 judgment and without any external influence. The Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

All the Directors and Senior Management Personnel have also complied with the Code of Conduct of the Company as required under SEBI Listing Regulations for its Directors and Senior Management. The Independent Directors have complied with the code for Independent Directors prescribed in Schedule IV to the Act

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

14. Statement regarding opinion of the Board with regard to the integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year

With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the Financial year 2024- 25, the Board of Directors have

taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that the Independent Director is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company.

Regarding the proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the institute, as notified under sub-section (1) of section 150 of the Act, the Board of Directors has taken on record the information submitted by the Independent Director that he/she has complied with the applicable laws.

15. Managing Director/Director And Chief Financial Officer (CFO) Certificate

In terms of the SEBI LODR Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from the Managing Director & Chief Financial Officer, for the Financial Year 2024-25 with regard to the Financial Statements and other matters. The said Certificate forms part of this Report.

16. Board of Directors

a. Composition of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015, which, inter alia, stipulates that the Board should have an optimum combination of Executive and Non-Executive directors.

As of the date of this report, the Board comprised 8(Eight) Directors, including four Independent Directors and Woman Director and the Non-Executive Chairman.

The present strength of the Board of Directors of the Company is as follows:
DIN	Standalone	Standalone	Consolidated
07618878	Tanvi T. Auti	Executive	Manging Director
01202414	Pandurang B. Dandawate	Non-Executive	Chairman & Director
02852334	Jayashree P. Dandawate	Executive	Director
01779289	Sandeep B. Dandawate	Executive	Director
08049384	Sudhir A. Shringare	Non-Executive	Independent Director
09684126	Ashokkumar Nagesh Katte	Non-Executive	Independent Director
09680618	Saleem K. Wadgaonkar	Non-Executive	Independent Director
10486919	Sharadchandra Chaphalkar	Non-Executive	Independent Director

the performance of the Non-Independent Directors, the Board as a whole and the Chairperson of the Company were evaluated, taking into account the views of Executive Directors and other Non-Executive Directors.

The Nomination & Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its committees, and individual Directors were discussed.

e. Committees of the Board of Directors

The composition of the Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee constituted by the Board under the Act and SEBI Listing Regulations, as well as changes in the composition, if any and the number of meetings held during the year, form part of the Report on Corporate Governance.

17 . Employee Stock Option Scheme

Your Company regards employee stock options as instruments that would enable the employees to share the value they create for the Company in the years to come. Accordingly, in terms of the provisions of applicable laws and pursuant to the approval of the Board and the members of the Company, the Nomination and Remuneration Committee (“NRC”) has duly implemented the DCPL - Employees Stock Option Plan 2021.

The said Scheme of 2021 is governed by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB & SE Regulations”) and in terms of the approvals granted by the shareholders of the Company, the NRC inter alia the Board of Directors for the aforesaid schemes.

During the year under report, no employee has been granted stock options, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of your Company. Your Company, on November 11, 2024, approved the Grant of 4,66,600 Equity Shares under the DCPL - Employees Stock Option Plan 2021.

18 . Remuneration Of Directors And Employees

The information required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201,4 in respect of employees of the Company, is annexed as Annexure C. The information about Top Ten Employees in terms of remuneration will be available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

b. Meetings of the Board

The Board of Directors duly met 7(Seven) times during the financial year from May 27, 2024, July 3, 2024, August 6, 2024, September 12, 2024, November 11, 2024, December 19, 2024, and February 5, 2025.

c. Familiarisation Programme for Independent Directors

As a practice, all new Directors (including Independent Directors) inducted to the Board are given a formal orientation. The Directors are usually encouraged to visit the manufacturing facility and resorts of the Company and interact with members of Senior Management as part of the induction programme. The Senior Management makes presentations giving an overview of the Company''s strategy, operations, products, markets, group structure and subsidiaries, Board constitution and guidelines, matters reserved for the Board and the major risks and risk management strategy. This enables the Directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the Management.

Further, based on the confirmations/disclosures received from the Non-Executive Independent Director in terms of Regulation 25(9) of the Listing Regulations, the Board of Directors is of the opinion that the Non-Executive Independent Directors fulfil the criteria or conditions

specified under the Act and under the Listing Regulations and are independent of the management.

d. Evaluation

The evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole was conducted based on the criteria and framework adopted by the Committee.

The Board sought the feedback of Directors on various parameters, including:

i. Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring

corporate governance practices, participation in the long-term strategic planning, etc.);

ii. Structure, composition and role clarity of the Board and Committees.

iii. Extent of co-ordination and cohesiveness between the Board and its Committees.

iv. Effectiveness of the deliberations and process management.

v. Board/Committee culture and dynamics.

vi. Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of the Independent Directors,

19. Auditors Statutory Auditors

At the 15th AGM held on September 10, 2018, the Members had approved the appointment of M/s. Mittal And Associates, Chartered Accountants, Mumbai [Firm Registration No.: 106456W] as Statutory Auditors for a period of 5 (five) years commencing from the conclusion of the 15th AGM until the conclusion of the 20th AGM to be held in the year 2023. Accordingly, their first term as Statutory Auditors expires at the conclusion of the 20th AGM.

Pursuant to the provisions of Section 139(2)(b), an audit firm can be appointed for two terms of five consecutive years each. Accordingly, the Board approved the re-appointment of Mittal and Associates based on the recommendations of the Audit Committee, and the same is subject to the approval of the Members of the Company. The Notice ofthe ensuing 20th AGM was covering the proposal for seeking Members'' approval for the re-appointment of Mittal And Associates as the Statutory Auditors, for the second term of 5 (five) years commencing from the conclusion of the 20th AGM until the conclusion of the 25th AGM to be held in the year 2028. The said appointment was duly approved by the Members at the AGM held on September 25, 2023.

The Auditors'' Report to the Members for the year under review is unmodified and does not contain any qualification, reservation or adverse remark. The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act.

No revision of the financial statement or Annual report has been made during Financial Year 2024-25 for any of the three preceding financial years.

Secondly, in terms of the provisions of Sections 139 and 142 of the Act read with the Companies (Audit and Auditors) Rules, 2014, S. N. Karani & Co. (Firm Registration Number -104828W), were appointed by the Board as the joint statutory auditor of the Company, at their meeting held on May 27, 2024 up to the ensuing Annual General Meeting of the Company. Their Appointment as the Joint Statutory Auditors had been considered in detail in Last Year''s Annual General Meeting Notice, and the said appointment was duly approved by the Members at the AGM held on September 2, 2024.

S. N. Karani & Co. (Firm Registration Number - 104828W) will act as the Joint Statutory Auditors up till the conclusion of the 26th Annual General Meeting of the Company.

20. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Atul V. Kulkarni, of Atul Kulkarni & Associates, Company Secretaries bearing CP No. 8392, P R No. 1208/2021 to undertake the secretarial Audit of the Company for FY24-25. The Report of the Secretarial Audit is annexed herewith as Annexure. The Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Board, at its meeting held on May 15, 2025, has re-appointed

Mr. Atul V. Kulkarni, of Atul Kulkarni & Associates, Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for a term of five consecutive years from April 1, 2025, to March 31, 2030.

21. Details ofthe adequacy of internal financial controls

The Company has established a robust system of internal controls to ensure that assets are safeguarded, and transactions are appropriately authorised, recorded and reported. The framework within the Company ensures the orderly and efficient conduct of business, which includes adherence to policies, prevention and detection of fraud and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The internal financial control framework is commensurate with the size and operations of the Company''s business. The controls have been documented, digitized, and embedded in the business process. Assurance on the effectiveness is obtained through management reviews, controls selfassessment and periodic reporting of the in-house team that evaluates and provides assurance of its adequacy and effectiveness. The controls are also tested by the internal and statutory auditors during their audits. The Statutory Auditors of the Company have audited the financial statements included in this Annual Report and issued their report on internal control over financial reporting (as defined under section 143 of the Companies Act, 2013).

Internal Control evaluates adequacy of segregation of duties, transparency in authorization of transactions, adequacy of records and documents, accountability & safeguarding of assets and reliability of the management information system.

The systems, SOPs and controls are reviewed and audited by Internal Auditors periodically for identification of control deficiencies and opportunities, whose findings and recommendations are reviewed by the Audit Committee and tracked through till implementation.

The management team has assessed the effectiveness of the Company''s internal control over financial reporting as at March 31, 2025 and believes that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

22. Directors’ Responsibility Statement

Pursuant to Section 134 (3) and 134(5) of the Companies Act, 2013, Directors of your Company 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 appropriate 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 out 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 annual accounts have been prepared on a going concern basis;

e. the Directors have laid down proper internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of

all applicable laws and that such systems are adequate and are operating effectively.

23. Business Responsibility and Sustainability Report

The Securities and Exchange Board of India (‘SEBI''), in May 2021, introduced new sustainability-related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (‘BRSR''). BRSR is a notable departure from the existing Business Responsibility Report (‘BRR'') and a significant step towards giving a platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated the top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY24 onwards. Your Company is committed to presenting it to the stakeholders as and when the same shall be statutorily applicable.

24. Subsidiaries/ Joint Venture/ Associate Companies

The Company has 1 (one) wholly owned subsidiary as of March 31, 2025. There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 (“Act”).

A statement in Form AOC-1 as required under Section 129 (3) of the Companies Act, 2013, containing salient features of the financial statements of the subsidiary company, is forming part of this Annual Report in Annexure.

25. Vigil Mechanism

Your Company has established Vigil Mechanism (Whistleblower policy) in accordance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 to report instances of unethical behaviour, actual or suspected fraud or violation of the code of conduct or any policy of the Company. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://dhruvconsultancy.in/corporate-governance/

The mechanism adopted by the Company encourages the Whistleblower to report genuine

concerns or grievances and provides for adequate safeguards against victimization of the Whistleblower to those who avail such a mechanism and provides for direct access to the Chairman of the Audit Committee, in exceptional cases. During the year under review, the Company has not received any complaints.

During the year under review, there was no instance of fraud, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013, and the rules made thereunder.

26. Particulars Of Employees

The information required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is annexed. The information about Top Ten Employees in terms of remuneration will be available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

27. Risk Management Policy

Your Company has implemented a mechanism to identify, assess, monitor and mitigate various risks and has formulated a Risk Management Policy. The Audit Committee and the Board of Directors are informed of the Risk assessment and minimisation procedures.

Your Company acknowledges the inherent risks that come with changes in the government policies in India, such as changes in rules, regulations, geopolitical changes, data privacy risk, and environmental and climate risk. To address these risks, the company has developed a robust governance structure and internal controls. Moving forward, the company will continue to review their risk appetite and develop mitigation strategies to limit the impact on risk tolerance.

28. Nomination and Remuneration Policy

This Nomination and Remuneration Policy (the “Policy”) has been formulated by the Company in compliance with Section 178 of the Companies Act, 2013.

The broad objectives of the Nomination and Remuneration policy are:

i. to guide the Board in relation to the appointment and removal of Directors, Key Managerial

Personnel and Senior Management;

ii. evaluate the performance of the members of the Board and provide a necessary report to the Board for further evaluation of the Board;

iii. to recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

The guiding principles of the policy are to ensure that:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management of the quality required to run the company is successful.

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee formulates the criteria for appointment as a Director, Key Managerial Personnel and Senior Management, identifies persons who

are qualified to be Directors and nominates candidates for Directorships subject to the approval of Board, evaluates the performance of the individual directors, recommends to the Board, remuneration to Managing Director / Wholetime Directors, ensures that the remuneration to Key Managerial Personnel, Senior Management and other employees is based on Company''s overall philosophy and guidelines and is based on industry standards, linked to performance of the self and the Company and is a balance of fixed pay and variable pay and recommends to the Board, sitting fees/ commission to the Non-Executive Directors.

The Company''s Nomination and Remuneration Policy for Directors, Key Managerial Personnel and senior management is available on the website of the Company at Corporate Governance - Dhruv Consultancy Limited

29. Particulars of Deposits

The Company has not accepted any deposit (under Rule 2[c] of the Companies [Acceptance

of Deposits] Rules, 2014) within the meaning of Sections 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactment(s) for the time being in force).

30. Loans, Guarantees and Investments

Information regarding loans, guarantees and investments as required under the provisions of Section 186 of the Companies Act, 2013, is not applicable to the Company as the Company is exempted under the category of “the companies providing consulting in the infrastructure segment”. Details of Advances made / Loans and Guarantees given, and investments made have been provided in the Financial statements and Notes to the Accounts.

31. Explanation of Remarks: In the Statutory Auditors’ Report

(a) The statutory audit report for the year 2024-25 does not contain any qualification, reservation or adverse remark or disclaimer made by Statutory Auditors; and

(b) The secretarial audit report for the year 2024-25 does not contain any qualification except the following: reservation or adverse remark, or disclaimer made by the secretarial auditor appointed by the Company.

A) Some of the forms mentioned under the Companies Act 2013 and rules made thereunder were filed belatedly, and additional fees have been paid. and forms in respect of charge registration/release were required to be filed, and no data for the filing of MSME forms were found. In this connection, the Management informs that due to technical reasons and non-working of the website, there was a delay in filing forms. With respect to the filing of data of MSME forms, no data on the recognition of MSMEs has been received; it will be cured forthwith.

B) In two instances, the funds were not transferred to the separate banking account within 5 days of declaration due to a technical reason for not opening the Banking account within those 5 days. In this respect, Management informs that due to technical reasons beyond the control of Management and

42. Maternity Benefit Provided By The Company Under Maternity Benefit Act 1961

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

43. Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), your Company has formulated a Dividend Distribution Policy, with an objective to provide the dividend distribution framework to the Stakeholders of the Company.

The policy sets out various internal and external factors, which shall be considered by the Board in determining the dividend pay-out. The policy is available on the website of the Company i.e. https://dhruvconsultancy.in/corporate-governance/

44. Change In Nature Of Business

The Company has not undergone any change in the nature of business during the year.

45. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

The Company primarily being a Consulting Company in the Infrastructure segment and not involved in any industrial or manufacturing activities, the Company has no particulars to report regarding conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 and Rules made thereunder.

The information on Foreign Exchange - Earnings and Outgo as stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, are provided below:

Particulars	Amount in Lacs
Foreign Exchange Earnings	-
Foreign exchange outgo mainly on account of
a) Investment in Subsidiaries	-
b) Expenses towards Travelling, etc.	17.60
c) Expenses towards Statutory fees, etc.	-
d) Others if any	18.45

Banking authorities, a Separate Account in the Bank could not be opened, the Dividend Amount was ready to be transferred, but the delay in opening of account hampered the process. But the dividend was paid within 30 days of the Declaration.

32. Internal Auditor

Internal Audit for the year ended March 31, 2025, was carried out, and the Internal Audit report at periodic intervals, as statutorily required, was placed before the Audit Committee.

33. Maintenance of Cost Records

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company.

34. Corporate Social Responsibility (CSR)

Your Company believes in being socially accountable to all its stakeholders and enhancing its positive impact on Society. Details of CSR activities undertaken during the year are annexed to this report as Annexure A in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at: Corporate Governance - Dhruv Consultancy Limited

35. Related Party Transactions

All contracts, transactions and arrangements with the related party entered during the Financial year were on an arm''s length basis, in the ordinary course of business and not in conflict with the interests of the Company. The particulars of the said transactions, along with other contracts/arrangements, are also briefed in the Notes to the Financial Statement, which sets out related party disclosures as per the Accounting Standards.

All Related Party Transactions have been placed before the Audit Committee for their approval and to the Board, as and when required.

In certain cases, prior omnibus approval of the Audit Committee is obtained on a yearly basis. The transactions entered pursuant to the omnibus approval so granted are reviewed by the Audit Committee on a quarterly basis.

The Company also discloses, in the prescribed format, on the Stock Exchange(s), transactions with the related parties on a half-yearly basis

A Statement containing particulars of contracts/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 in prescribed Form AOC-2, is enclosed and annexed as Annexure D

The Policy on the materiality of related party transactions and dealing with related party transactions, as approved by the Board, may be accessed through the following portal link: https://dhruvconsultancy.in/

36. Dematerialization of Shares

The Company encourages its members to hold shares in electronic form, and the Company has established connectivity with depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. 100% of the Company''s paid-up Equity Share Capital is in dematerialized form as on March 31, 2025.

37. Details of significant and material orders passed by the regulators or courts

There have been no significant and material orders passed by the Regulators, Courts or Tribunals which would impact the going concern status and the Company''s operations in future.

38. Details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the year, along with their status as at the end of the financial year.

The company has not made any application during the year, or no application has been filed against the company, or there are no proceedings pending against or for the Company under the Insolvency and Bankruptcy Code 2016.

39. Details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the banks or financial institutions, along with the reasons thereof.

There is no one-time settlement made during the financial year.

40. Corporate Insolvency Resolution Process Initiated Under The Insolvency And Bankruptcy Code, 2016 (Ibc)

No such process was initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC).

41. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal

Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any sexual harassment complaints

46. Secretarial Standards

The Secretarial Standards SS-1 and SS-2 issued and notified by the Institute of Company Secretaries of India has been complied with by the Company during the financial year under review.

47. Statutory Disclosures

A statement containing salient features of the financial statement of the consortium companies in the prescribed are annexed to this Report. The audited financial statements of the said companies will be kept for inspection by any Member

of the Company at its Registered Office during business hours and as per the provisions of Section 136(1) of the Companies Act, 2013, a copy of the same will be made available to any shareholder on request. A Cash Flow Statement for the Financial Year 2024-25 is attached to the Balance Sheet.

48. Dispatch Of Annual Report Through Electronic Mode

The MCA has issued General circular No. 09/2024 dated September 19th, 2024 and General circular No. 09/2023 dated September 25th, 2023, General circular No.10/2022 dated December 28, 2022, read with General Circular No. 02/2022 dated May 05, 2022, General Circular No. 21/2021 dated December 14, 2021, General Circular No. 19/2021 dated December 08, 2021, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 28/2020 dated August 17, 2020, General Circular No.20/2020 dated May 05, 2020, General Circular No.18/2020 dated April 21, 2020 and the SEBI has issued Circular Nos. SEBI/ HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 and SEBI/ HO/CFD/CMD2/ CIR/P/2021/11 dated January 15, 2021, Circular No. SEBI/ HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/ CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023, SEBI /HO/CFD/CFD-POD-2/P/CIR/ 2023/167 dated October 7th, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 has extended the relaxations from printing and dispatching of Physical Copies of Annual Reports and to conduct the AGMs through VC/ OAVM till September 30, 2025. However, in terms of Regulation 36(1)(c) of LODR Regulations, Company is required to send hard copy of full Annual Repot to those shareholders who request for the same.

Members who wish to have physical copy may write to the Company Secretary of the Company at cs@dhruvconsultancy. in or submit a written request to the Registered Office of the Company. In accordance with the aforesaid circulars, the web link of the Annual Report and the Notice convening the AGM of the Company is being sent in electronic mode only to members whose e-mail address are registered with the Company or the Depository Participant(s). Those members, whose email address are not registered with the Company or with their respective Depository Participant(s) and who wish to receive the Notice of the AGM and the Annual Report for the financial year ended March 31, 2025, can get their email address registered by following the steps as detailed in the Notice convening the AGM.

The Annual Report of the Company is available on the Company website : https://dhruvconsultancy.in/

49. Prevention Of Insider Trading

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations 2015.

50. Cautionary Statement

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include changes in the government regulations, developments in the infrastructure segment, tax regimes and economic developments within India or abroad.

51. Acknowledgement & Appreciation

The Board of Directors extends its sincere gratitude to the Company''s valued investors, lenders, business partners, and all other stakeholders for their continued trust and support.

The Board also expresses its appreciation to the Government of India, regulatory authorities, stock exchanges, depositories, and all relevant government departments and agencies for their consistent cooperation and guidance.

The Directors place on record their deep appreciation for the dedication and contributions of all employees and their families, as well as every member of the DHRUV family, whose efforts have been instrumental in shaping the Company''s success.

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Mar 31, 2024

Your Board of Directors ("Board") present the 21st Annual Report of Dhruv Consultancy Services Limited ("the Company") on the business and operations of the Company, along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. KEY FINANCIAL HIGHLIGHTS (Standalone & Consolidated)

The Company''s financial performance, for the year ended March 31, 2024 is summarized below:

2. BUSINESS PERFORMANCE & STATE OF COMPANY AFFAIRS

The total revenue for the financial year under review was Rs. 8241.21 Lakh as against Rs. 8230.52 Lakh for the previous financial year registering an increase of Rs. 10.68 Lakh. The profit before tax for the financial year under review was Rs. 685.16 Lakh and the profit after tax for the previous year was Rs. 567.24 Lakh registering an increase of Rs. 117.92 Lakh.

Your Company had recently incorporated One Wholly Owned Subsidiary (WOS) in the UK under the name & style as "Dhruv International Private Limited". Considering the said WOS, this time, the Company has prepared the Consolidated Financial results for Q4 & Year Ended March 31, 2024.

On a Consolidated basis the total revenue for the financial year under review was Rs. 8241.21 Lakh and the profit before tax for the financial year under review was Rs. 685.16 Lakh.

There were no material changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of the report.

3. DIVIDEND

The Board of Directors at its meeting held on August 28, 2023, declared an Interim Dividend of Rs. 0.25/- per equity share of face value of Rs. 10/- each aggregating to Rs. 37,74,000 /-(Rupees Thirty-Seven Lakh Seventy-Four Thousand only). The Interim Dividend was paid to the shareholders holding shares as on Friday, September 20, 2023.

The Board recommends declaring a Final Dividend of Rs.

0.25/- per equity share of face value Rs. 10/- each for FY23-24 aggregating to Rs. 39,72,192.25 /- (Rupees Thirty-Nine Lakh Seventy-Two Thousand One Hundred Ninety-Two and Twenty Five Paisa only) out of the profits of financial year 2023-24 to the equity shareholders of the Company whose names appear in the Registrar of Members of the Company as on August 26, 2024.

4. TRANSFER TO RESERVES

There is no amount proposed to be transferred to the Reserves.

5. LISTING AND CURRENT UPDATES

Your Directors'' are pleased to inform you that, during the year under review, the Company had received the Allotment Approval & also the Trading Approval from both the exchanges pertaining to the Preferential Allotment of 100000 Equity Shares pursuant to conversion of Share Warrants. The Company has allotted those 100000 Equity shares on July 31, 2023 and received the amount to the tune of Rs. 47,25,000/- from one individual shareholder.

On March 22, 2024, the Company has also allotted 692769 Equity Shares pursuant to conversion of Share Warrants into the Equity Shares of the Company for Rs. 3,27,33,335/- which was utilized towards the object of the Preferential Allotment issue.

Secondly, the Company has forfeited 1,30,000 share warrants amounting to Rs. 20,47,500/- during the 4th quarter of 20232024 on account of non-payment of balance amount.

(. in Lakh)

	Standalone		Consolidated
	2023-2024	2022-2023	2023-2024 2022-2023
Total Revenue	8241.21	8230.52	8241.21	8230.52
Earnings Before Interest, Depreciation, Tax and Amortization (EBITDA)	1475.15	1028.79	1475.15	1028.79
Finance Charges	297.77	175.12	297.77	175.12
Depreciation	492.22	286.43	492.22	286.43
Net Profit / (Loss)Before Tax	685.16	567.24	685.16	567.24
Tax expense for the year	95.65	85.01	95.65	85.01
Other Comprehensive Loss/income (net of tax)	(3.16)	(10.49)	(3.12)	(10.49)
Total Comprehensive Income/(Loss)	586.36	471.74	586.40	471.74
Balance of Profit brought forward	586.36	471.74	586.40	471.74
Balance available for appropriation	586.36	471.74	586.40	471.74
Amount transferred to retained earnings	586.36	471.74	586.40	471.74
Dividend paid on Equity Shares	37.74	0	37.74	0
Surplus carried to Balance Sheet	548.62	471.74	548.66	471.74

6. SHARE CAPITAL

The Company''s Authorized Share Capital is Rs. 20,00,00,000/- divided into 2,00,00,000 equity shares of Rs. 10/-.

The Paid-up Equity Share Capital is Rs. 15,88,87,690/- (divided into 15888769 equity shares of Rs.10/- each) as of March 31, 2024.

The Company has paid Listing Fees for the Financial Year 2023-2024 to the Stock Exchanges viz BSE Limited & The National Stock Exchange of India Limited, where its equity shares are listed.

Information regarding the Issue and conversion of Share warrants and ESOP has been mentioned separately in the respective disclosure items.

7. OPERATIONS

During the year the Company was awarded the following projects:

Sr. No.	Name of Work
1.	Contract for sublet PMC for Supervision, Monitoring, Quality Control, Process of billing etc. for the "Construction of 2 Lane ROB-105 & 4 Lane ROB-107A/2T in district Ayodhya on EPC mode.
2.	Consultancy Services for Feasibility Study and Preparation of Detailed Project Report for Brahmpur Koransarai -Itarahi-Sarnja-Jalipur Road with connectivity to Buxar and Samdha by developing Itarahi Buxar Road and Ujiarpur - Dharam Pura - Indore Samda Road, "Package 8" from the office of Chief General Manager, Bihar State Road Development Corporation Limited (A Govt of Bihar Undertaking)
3.	Consultancy Services for Independent Engineer services for supervision of the Development of Six Lane Chittoor-Thatchur Highway from km 61.380 (Veera Kaveri Raja Puram) to km 116.100 (Kannigaipair) on Hybrid Annuity Mode under Bharatmala Pariyojna in the state of Andhra Pradesh & Tamil Nadu on HAM Mode - Road Connectivity work to MMLP Chennai
4.	Authority Engineer services for Four Lane of Gazipur - Ballia - UP/Bihar State Border (Greenfield) section of NH- 31 (i) Package II [from Shahapur (km 42.500) to Pindari (km 78.150)] and (ii) Package III [from Pindari (km 78.150) to Rawalganj Bypass (Km 117.120) in the State of Uttar Pradesh on EPC Mode.
5.	Consultancy Services for Feasibility Study and Preparation of Detailed Project Report FOR Chapra -Manjhi Darauli-Guthani Road, "Package-6" from the office of Chief General Manager, Bihar State Road Development Corporation Limited
6.	Appointment as Project Management Consultant (PMC) for integrated double decker flyover at Pune University Junction, Pune, Maharashtra from the office of Chief Engineer, Pune Metropolitan Region Development Authority, Pune, Maharashtra
7.	Consultancy Services for Feasibility Study cum DPR, Survey and preparation of Land Plan for widening to lane with paved shoulders to various roads in the state of Maharashtra (Package No. DPR 3D)
8.	Independent Engineering Services for the work of Construction and Upgradation to Four Lane from Siwan (Design Ch. Km 4 217) to Masrakh (Design Ch. Km 50 123) of NH-227A including promoting of Four Lane Tanrwa /Siwan Bypass (Km 0 000 to Km 4 217) of NH 531 under Backward area/Religious /Tourist Places (BRT) scheme in the State of Bihar on HAM Mode
9.	Authority Engineer for construction of four lane with paved shoulder from Hassan to Adihalli EC-20 Ch. Km 00.000 Hassan to Ch. Km 37.000 Adihalli Village under Bharatmala Pariyojana on EPC Mode in the state of Karnataka (Package-I)
10.	Project Supervision Services Agency (PSSA) for various works of Gati Shakthi Unit, Salem Division from the Salem Division-Gati Shakti of Southern Railway
11.	Independent Engineer Services for Supervision of Development of Six Lane Access Controlled Greenfield Highway from Kodur (Ch. 0 000) to Odulapalle (Ch. 72 000) of Bengaluru-Vijayawada Economic Corridor on HAM Mode under Bharatmala Pariyojana Phase -I in the State of Andhra Pradesh (Package I)
12.	Consultancy Services for Independent Engineer Services for Supervision of the Development of Six Lane Access Controlled Greenfield Highway from Chandrasekharapuram (Ch. 228 000) to Muppavaram (Ch.343 240) of Bengaluru-Vijayawada Economic Corridor on HAM Mode under Bharatmala Pariyojana Phase - 1 in the State of Andhra Pradesh (Package IV)
13.	Consultancy Services for feasibility study cum DPR, Survey and preparation of Land Plan for Widening of two lanes with paved shoulders to various roads in the state of Maharashtra (under EPC Mode) - Ahmednagar Appointment of Consultant for preparation of DPR for the Highway Projects under Maharashtra Road Improvement Project Phase III (MRIP-III) = with Financial Assistance from Asian Development Bank (ADB).
14.	Independent Engineer Services for Upgradation to Six Lane of Existing Four Lane Samakhiali to Santalpur Section from Km. 339 200 to Km. 4304100 on National Highway No. 27 in Gujarat on Design, Built, Finance & Transfer, BOT (Toll) Mode.
15.	Consultancy Services for Independent Engineer services during the Operation & Maintenance Period for 4- laned Chikhali to Tarsod (Package-11A) Section of NH-53 (Old NH-6) from Km.360.000 to Km.422. 700 1n the State of Maharashtra on Hybrid Annuity Mode
16.	Independent Engineer Services during O&M phase for four lane of the Sangli-Solapur section of NH-166 from Km. 182/556 to Km. 378/100 (Length 194.644 km) in the state of Maharashtra on HAM

17.	Authority Engineer Services for Development of Six Lane greenfield Ring Road (Package-l) starts from Design Ch. 0 000 to Design Ch. 23 325 (Length =23.325 kms) around Kanpur City & Development of Six Lane greenfield Ring Road (Package-IV) starts from Design Ch. 68 650 to Design Ch. 934209 (Length = 24.559 km) around Kanpur City in the state of Uttar Pradesh on EPC mode.
18.	Independent Engineer Services during O&M phase for four-lane of the Solapur to Vijayapura section of NH-52 from Design CH.110.542 in the state of Maharashtra & Karnataka on DBFOT mode & Akkalkot - Solapur section of NH-150E with paved shoulders from design Ch.99.400 to km 138.352 including Akkalkot bypass in state of Maharashtra on HAM
19.	Independent Engineer Services for 4-Laning of NH-39 (old NH-75) from design Km 147.540 existing Km 148.020) (Bhogu Village) to design
20.	Consultancy Services for Authority Engineer for Improvement to two lanes with paved shoulder from Ramnagar to Rosera from (km 3.500 to km 43.000) of NH-527E on EPC mode in the state of Bihar
21.	Independent Engineer Services for 4-Laning of Hyderabad-Yadgiri section of NH-163 from Km.18 600 to Km.54 000 in the State of Telangana under NHDP Phase III on Design, Build, Finance, Operate and Transfer (DBFOT) mode
22.	MoRTH identified Blackspots in the state of Maharashtra-identified Road accidents
23.	Consultancy Services for Independent Engineer for Four Lane of NH-716 from Kadapa (Junction with Kadapa Bypass Road) to Chinna Orampadu (Package-I) on HAM under Bharatmala Pariyojana in the state of Andhra Pradesh
24.	Independent Consultancy Services for Operation and Maintenance of access controlled 6 lane Kundli-Manesar Section (0.00 Km to 83.320 km) in the State of Haryana on a BOT (Annuity) basis from the Haryana State Industrial & Infrastructure Development Corporation Limited.
25.	Independent Engineer services during Operation & Maintenance Period for 2 lane of Khagaria-Purnia Section of NH - 31 from Km. 270.00 to Km. 410.00 in the state of Bihar under NHDP III on Design, Built, Finance, Operate and Transfer (DBOT) Annuity mode
26.	Consultancy Services for Authority Engineer for supervision of "construction of one Flyover at Km 2 735 and one Major Bridge at Km 31 260 on NH-730 in the State of Uttar Pradesh under EPC mode.
27.	Consultancy Services in the form of Consultant for preparation of Feasibility Study and Detailed Project Report including LA for The Highway Projects for - (i) construction of ROB in km 55 of NH 33 (at Railway underpass Bridge No. 69 ) Near Arwal More at Jehanabad connecting NH-33 and NH-83. (ii) construction of ROB in km 200 650 of NH 120 (at Railway LC No 46B/T) Near Bikramganj, Rohtas. (iii) construction of ROB in km 243 900 of NH 120 (at Railway Dumraon ) Near Dumraon in the state of Bihar
28.	Consultancy Services in form of Authority''s Engineer for Supervision of (1) (ii) (iii) Widening/Improvement to 2 (Two)-lane with earthen shoulder of Choithar to Marem Khullen section of NH-202 of Imphal- Ukhrul-Jessami Economic Corridor from Design Chainage km 53.110 to 95.700 (Package-5) in the State of Manipur on EPC Mode under Bharatmala Pariyojana. Widening/Improvement to 2 (Two)-lanes with the earthen shoulder of Marem A.Khullen to Jessami section of NH-202 of Imphal - Ukhrul - Jessami Economic Corridor from Design Chainage km 95.700 to km 140.180 (Package-6) in the State of Manipur on EPC mode under Bharatmala Pariyojana. Widening/Improvement to 2 (Two)-lanes with the earthen shoulder of Jessami to Laynen bridge (Nagaland border) section of NH-29 Imphal -Ukhrul- Jessami Economic Corridor from km 0.000 to km 11.009 (Package -7) in the State of Manipur on EPC mode under Bharatmala Pariyojana. (iv) Widening to 2 (Two)-lane with Hard Shoulder Road Ukhrul - Toloi - Tadubi section of NH-102A from Design Chainage km 9.450 to km 50.850 (Package-II) in the state of Manipur on EPC Mode, in the state of Manipur

8. Commencement Of New Business

During the financial year under review, no new business was commenced by the company.

9. Management Discussion And Analysis

The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.

10. Corporate Governance Report

According to Regulation 34 read with Schedule V of the Listing Regulations, a separate section on the Corporate Governance Report forms an integral part of the Integrated Annual Report. A certificate from the Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report.

11. 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

Other than as disclosed in the financial statements, the directors are not aware of any other matters or circumstances that have arisen since the end of the financial year which have significantly affected or may significantly affect the operations of the Company, the results of those operations and the state of affairs of the Company in subsequent years.

12. Annual Return

The Annual Return of the Company as of March 31, 2024, in Form MGT-7 by Section 92(3) and Section 134 (3) (a) of the Companies Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company''s website at www.dhruvconsultancy.in.

13. Directors And Key Managerial Personnel

During the year under review, there were three changes in the Key Managerial Personnel of the Company.

Retirement by Rotation and re-appointment of Director.

Section 152 of the Act provides that unless the Articles of Association provide for the retirement of all directors at every Annual General Meeting ("AGM"), not less than two-thirds of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mrs. Jayashri P Dandawate (DIN: 02852334), Executive Director of the Company, retires by rotation at the ensuing AGM and, being eligible, offers herself for re-appointment. A Profile of Mrs. Jayashree P Dandawate, as required by Regulation 36(3) of the LODR is given in the Notice convening the forthcoming AGM.

Appointments and Resignations: -

a. Appointments

The Board at its meeting held on February 6, 2024, based on the recommendation of the Nomination and Remuneration Committee approved the appointment of Mr. Sharadchandra Kamalakar Chaphalkar (DIN: 10486919) as an Additional Director (in the capacity of Non-Executive - Independent Director) of the Company for 5 consecutive years w.e.f. February 6, 2024, to February 5, 2029 subject to shareholder''s approval, which was approved by shareholders through Postal Ballot on May 02, 2024.

Resignations

Mr. Dhanyakumar B. Mahamuni & Ms. Shaila J. Patil, the Independent Director(s) have resigned from the position of Independent Director of the Company with effect from the close of business hours of July 05, 2023.

Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are the Key Managerial Personnel of the Company:

(i) Mrs. Tanvi Auti, Managing Director

(ii) Mr. Snehal Patil, Chief Financial Officer

(iii) Mr. Raja Mukherjee, Chief Executive Officer

(iv) Mr. Ankit Sonawane, Company Secretary and Compliance Officer (w.e.f. May 27, 2024)

Resignations

Ms. Isha Kulkarni resigned from the position of Company Secretary & Compliance Officer of the Company effective from the close of business hours on May 27, 2024.

Appointments:

Mr. Ankit Sonawane was appointed as Company Secretary & Compliance Officer of the Company, effective from May 27, 2024.

Director(s) Disclosure

Based on the declarations and confirmations received from the Directors, none of the Directors of the Company are disqualified from being appointed/ continuing as Directors of the Company.

Independent Directors'' Declaration

The Company has received the necessary declaration from each Independent Director by Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations. The Company has also received from them a declaration of compliance with Rules 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the "Indian Institute of Corporate Affairs" at Manesar, for inclusion of name in the data bank of Independent Directors.

Statement regarding the opinion of the Board about integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year:

About the integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the Financial year 2023- 24, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and thinks that the Independent Director is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company.

Regarding the proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the institute, as notified under sub-section (1) of section 150 of the Act, the Board of Directors has taken on record the information submitted by the Independent Director that he/ she has complied with the applicable laws.

Chief Executive Officer (CEO) And Chief Financial Officer (CFO) Certificate

In terms of the SEBI LODR Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Chief Executive Officer & Chief Financial Officer, for the Financial Year 2023-24 with regard to the Financial Statements and other matters. The said Certificate forms part of this Report.

Board of Directors: a. Composition of the Board

The composition of the Board conforms with Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 which, inter alia, stipulates that the Board should have an optimum combination of Executive and Non-Executive directors.

As on date of this report, the Board comprised of 8(Eight) Directors including four Independent Directors and Woman Director and the Non-Executive Chairman.

The present strength of the Board of Directors of the Company is as follows:

Sr. No.	DIN	Name of the Director(s)	Category	Designation
1.	07618878	Tanvi T. Auti	Executive	Managing Director
2.	01202414	Pandurang B. Dandawate	Non-Executive	Director
3	02852334	Jayashree P. Dandawate	Executive	Director
4.	01779289	Sandeep B. Dandawate	Executive	Whole Time Director
5.	08049384	Sudhir A. Shringare	Non-Executive	Independent Director
6.	09684126	Ashokkumar Nagesh Katte	Non-Executive	Chairman & Independent Director
7.	09680618	Saleem K Wadgaonkar	Non-Executive	Independent Director
8.	10486919	Sharadchandra Chaphalkar	Non-Executive	Independent Director

14. Meetings Of The Board

The Board of Directors duly met 9 times during the financial year from May 15, 2023, July 5, 2023, July 31, 2023, August 11, 2023, August 28, 2023, November 9, 2023, January 10, 2024, February 6, 2024, and March 22, 2024.

15. Familiarization Program for Independent Directors

As a practice, all new Directors (including Independent Directors) inducted to the Board are given a formal orientation. The Directors are usually encouraged to visit the project sites of the Company and interact with members of Senior Management as part of the induction program. The Senior Management makes presentations giving an overview of the Company''s strategy, operations, markets, group structure and subsidiaries, Board constitution and guidelines, matters reserved for the Board and the major risks and risk management strategy. This enables the Directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the Management.

Further, based on the confirmations/disclosures received from the Non-Executive Independent Director in terms of Regulation 25(9) of the Listing Regulations, the Board of Directors thinks that the Non-Executive Independent Directors fulfil the criteria or conditions specified under the Act and under the Listing Regulations and are independent of the management.

16. Evaluation

The evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole, was conducted based on the criteria and framework adopted by the Committee.

The Board sought the feedback of Directors on various parameters including:

i. Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in long-term strategic planning, etc.)

Structure, composition and role clarity of the Board and Committees.

iii. Extent of coordination and cohesiveness between the Board and its Committees.

iv. Effectiveness of the deliberations and process management.

v. Board/Committee culture and dynamics; and

vi. Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of the Independent Directors held on May 15, 2023, the performance of the Non-Independent Directors, the Board as a whole and the Chairperson of the Company were evaluated taking into account the views of Executive Directors and other Non-Executive Directors.

The Nomination & Remuneration Committee reviewed the performance of the individual directors and the Board as a whole

In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its committees, and individual Directors were discussed.

17. Committees Of The Board Of Directors

i. Audit Committee:

In terms of Section 177 of the Companies Act, 2013, as on date of this report, the Board of Directors has constituted an Audit Committee comprising of 3 Directors as below.

Sr No. Name of the Directors

1. Sudhir A. Shringare

2. Pandurang B. Dandawate

3. Ashokkumar Nagesh Katte

All the recommendations of the Audit Committee were accepted by the Board.

During the year i.e. from April 01, 2023, to March 31, 2024, the Audit Committee met 5 times i.e. on May 15, 2023, July 5, 2023, August 11, 2023, November 9, 2023, and February 6, 2024.

Ii. Nomination And Remuneration Committee:

In terms of Section 178 of the Companies Act, 2013, as of the date of this report, the Board of Directors had constituted a Nomination & Remuneration Committee comprising 3 Directors as below:

Sr No. Name of the Directors

1. Sudhir A. Shringare

2. Pandurang B. Dandawate

3. Ashokkumar Nagesh Katte

During the year i.e. from April 01, 2023, to March 31, 2024, Nomination and Remuneration committee met 2 times on July 5, 2023, and February 6, 2024.

Iii. Stakeholders'' Relationship Committee:

As of the date of this report, the Board of Directors has constituted a Stakeholders'' Relationship Committee comprising 3 Directors as below:

Sr No. Name of the Directors

1. Ashokkumar Nagesh Katte

2. Pandurang B. Dandawate

3. Sudhir A. Shringare

During the year i.e. from April 01, 2023, to March 31, 2024, the Stakeholders Relationship committee met four times, on April 11, 2023, July 05, 2023, October 11, 2023 and February 06, 2024.

iv. Corporate Social Responsibility (CSR)

In terms of Section 135 of the Companies Act, 2013, as of the date of this report, the Board of Directors had constituted a Corporate Social Responsibility Committee comprising of 3(three) Directors as below:

Sr No. Name of the Directors

1. Jayashree P. Dandawate

2. Pandurang B. Dandawate

3. Saleem K Wadgaonkar

During the year i.e. from April 01, 2023, to March 31, 2024, Corporate Social Responsibility the committee met on May 15, 2023, and November 9, 2023.

18. Employee Stock Option Scheme

Your Company regards employee stock options as instruments that would enable the employees to share the value, they create for the Company in the years to come. Accordingly, in terms of the provisions of applicable laws and under the approval of the Board and the members of the Company, the Nomination and Remuneration Committee ("NRC") has duly implemented the DCPL - Employees Stock Option Plan 2021.

The said Scheme of 2021 is governed by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations") and in terms of the approvals granted by the shareholders of the Company, the NRC inter alia the Board of Directors for the aforesaid schemes.

During the year under report, no employee has been granted stock options, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of your Company.

19. Remuneration Of Directors And Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed as Annexure C.

20. Auditors Statutory Auditors

At the 20th AGM held on September 25, 2023, the Members approved the reappointment of M/s. Mittal and Associates, Chartered Accountants, Mumbai [Firm Registration No.: 106456W] as the Statutory Auditors for a second term of 5 (five) years commencing from the conclusion of the 20th AGM until the conclusion of the 25th AGM to be held in the year 2028.

The Auditors'' Report to the Members for the year under review is unmodified and does not contain any qualification, reservation or adverse remark. The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act.

No revision of the financial statement or Annual report has been revised during Financial Year 2023-24 for any of the three preceding financial years.

Secondly, in terms of the provisions of Sections 139 and 142 of the Act read with the Companies (Audit and Auditors) Rules, 2014, S. N. Karani & Co. (Firm Registration Number - 104828W), were appointed by the Board as the joint statutory auditor of the Company, at their meeting held on May 27, 2024, up to the ensuing Annual General Meeting of the Company. Their Appointment as the Joint Statutory Auditors has been considered in detail in the Annual General Meeting Notice, as attached to the Annual Report 2024.

The Joint Statutory Auditors have furnished a certificate of their eligibility and consent under Sections 139(1) and 141 of the Act and the Rules framed thereunder for their continuance as Statutory Auditors of the Company for the financial year 2024-25.

Secretarial Auditor

Under the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Atul V. Kulkarni, of Atul Kulkarni & Associates, Company Secretaries bearing CP No. 8392, to undertake the secretarial Audit of the Company for FY23-24. The Report of the Secretarial Audit is annexed herewith as Annexure. The Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Board, at its meeting held on May 27, 2024, has re-appointed Mr. Atul V. Kulkarni, of Atul Kulkarni & Associates, Company Secretaries, as Secretarial Auditor, for conducting a Secretarial Audit of the Company for FY2024-2025.

21. Details Of Adequacy Of Internal Financial Controls

The Company has established a robust system of internal controls to ensure that assets are safeguarded, and transactions are appropriately authorized, recorded and reported. The framework within the Company ensures the orderly and efficient conduct of business, which includes adherence to policies, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The internal financial control framework is commensurate with the size and operations of the Company''s business. The controls have been documented, digitized, and embedded in the business process. An assurance of the effectiveness is obtained through management reviews, controls self-assessment and periodic reporting of the in-house team that evaluates and provides assurance of its adequacy and effectiveness. The controls are also tested by the internal and statutory auditors during their audits. The Statutory Auditors of the Company have audited the financial statements included in this Annual Report and issued their report on internal control over financial reporting (as defined under section 143 of the Companies Act, 2013).

Internal Control evaluates the adequacy of segregation of duties, transparency in authorization of transactions, adequacy of records and documents, accountability & safeguarding of assets and reliability of the management information system.

The systems, SOPs and controls are reviewed and audited by Internal Auditors, periodically for identification of control deficiencies and opportunities, whose findings and recommendations are reviewed by the Audit Committee and tracked through till implementation.

The management team has assessed the effectiveness of the Company''s internal control over financial reporting as of March 31, 2024, and believes that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

22. Directors'' Responsibility Statement

Under Section 134 (3) and 134(5) of the Companies Act, 2013, the Directors of your Company 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 appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at the end of the financial year and out 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 annual accounts have been prepared on a going concern basis.

e. The Directors have laid down proper internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operate effectively.

23. Business Responsibility And Sustainability Report

The Securities and Exchange Board of India (’SEBI’), in May 2021, introduced new sustainability-related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (’BRSR’). BRSR is a notable departure from the existing Business Responsibility Report (’BRR’) and a significant step towards giving a platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated the top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY24 onwards. Your Company is committed to presenting it to the stakeholders as and when the same shall be statutorily applicable.

24. Subsidiaries/ Joint Venture/ Associate Companies:

The Company had 1 (one) wholly owned subsidiary as of March 31, 2024. There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 ("Act").

A statement in Form AOC-1 as required under Section 129 (3) of the Companies Act, 2013 containing salient features of the financial statements of the subsidiary company is forming part of this Annual Report in Annexure.

25. Vigil Mechanism

Your Company has established a Vigil Mechanism (Whistleblower policy) by the provisions of Section 177(9) & (10) of the Companies Act, 2013 to report instances of unethical behaviours, actual or suspected fraud or violation of the code of conduct or any policy of the Company. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.dhruvconsultancy.in.

The mechanism adopted by the Company encourages the Whistleblower to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower to those who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. During the year under review, the Company has not received any complaints.During the year under review, there was no instance of fraud, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

26. Particular Of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed. The information about the Top Ten Employees in terms of remuneration will be available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

27. Risk Management Policy

Your Company has implemented a mechanism to identify, assess, monitor and mitigate various risks and has formulated a Risk Management Policy. The Audit Committee and the Board of Directors are informed of the Risk assessment and minimization procedures.

Your Company acknowledges the inherent risks that come with changes in the government policies in India, such as changes in rules, regulations, geo-political changes, data privacy risks, and environmental and climate risks. To address these risks, the company has developed a robust governance structure and internal controls. Moving forward, the company will continue to review their risk appetite and develop mitigation strategies to limit the impact on risk tolerance.

28. Nomination And Remuneration Policy

I. This Nomination and Remuneration Policy (the "Policy") has been formulated by the Company in compliance with Section 178 of the Companies Act, 2013.

II. The broad objectives of the Nomination and Remuneration policy are:

i. To guide the Board about the appointment and removal of Directors, Key Managerial Personnel and Senior Management.

ii. Evaluate the performance of the members of the Board and provide necessary reports to the Board for further evaluation of the Board.

iii. To recommend to the Board Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

The guiding principles of the policy are to ensure that:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management of the quality required to run the Company successfully.

ii. The relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

Following the Nomination and Remuneration Policy, the Nomination and Remuneration Committee formulates the criteria for appointment as a Director, Key Managerial Personnel and Senior Management identifies persons who are qualified to be Directors and nominates candidates for Directorships subject to the approval of the Board, evaluates the performance of the individual directors, recommends to the Board, remuneration to Managing Director / Whole-time Directors, ensures that the remuneration to Key Managerial Personnel, Senior Management and other employees is based on Company''s overall philosophy and guidelines and is based on industry standards, linked to the performance of the self and the Company and is a balance of fixed pay and variable pay and recommends to the Board, sitting fees/ commission to the Non-Executive Directors.

The Company''s Nomination and Remuneration Policy for Directors, Key Managerial Personnel and senior management is available on the website of the Company at Corporate Governance - Dhruv Consultancy Limited

29. Particular Of Deposits

The Company has not accepted any deposit (under Rule 2[c] of the Companies [Acceptance

of Deposits] Rules, 2014) within the meaning of Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactment(s) for the time being in force).

30. Loans, Guarantees And Investments

Information regarding loans, guarantees and investments as required under the provisions of Section 186 of the Companies Act, 2013 is not applicable to the Company as the Company is exempted under the category of "the companies providing consulting in the infrastructure segment".

31. Explanation To Remarks: In The Statutory Auditors'' Report

(a) The statutory audit report for the year 2023-24 does not contain any qualification, reservation adverse remark or disclaimer made by Statutory Auditors; and

(b) The secretarial audit report for the year 2023-24 does not contain any qualification, reservation adverse remark or disclaimer made by the secretarial auditor appointed by the Company.

32. Internal Auditor

Under the provision of Section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act, M/s. Tanveer Bhagat & Co., Chartered Accountant (FRN. 140696W) were appointed as Internal Auditor of the company for the financial year 2023-24.

Internal Audit for the year ended March 31, 2024, was carried out and Internal Audit reports at periodic intervals as statutorily required were placed before the Audit Committee.

33. Maintenance Of Cost Records

The provisions about the maintenance of Cost Records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, do not apply to the Company.

34. Corporate Social Responsibility (CSR)

Your Company believes in being socially accountable to all its stakeholders and enhancing

its positive impact on Society. Details of CSR activities undertaken during the year are annexed to this report as Annexure A in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at: Corporate Governance - Dhruv Consultancy Limited

35. Related Party Transactions

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The Policy can be accessed on the Company''s website at Corporate Governance - Dhruv Consultancy Limited.

During the year under review, all related party transactions entered into by the Company were approved by the Audit Committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis.

A Statement containing particulars of contracts/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 arms'' length transactions in prescribed form AOC-2 is annexed as Annexure D.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been also disclosed in the notes to the standalone financial statements forming part of this Integrated Report & Annual Accounts 2023-24.

36. Dematerialization Of Shares

The Company encourages its members to hold shares in electronic form and the Company has established connectivity with depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. 100% of the Company''s paid-up Equity Share Capital is in dematerialized form as of March 31, 2024.

37. Details Of Significant And Material Orders Passed By The Regulators Or Courts

There have been no significant and material orders passed by the Regulators, Courts or Tribunals which would impact the going concern status and the Company''s operations in future.

38. Details Of An Application Made Or Any Proceeding Pending Under The Insolvency And Bankruptcy Code, 2016 During The Year Along With Their Status As At The End Of The Financial Year.

The company has not made any application during the year, or no application has been filed against the company or no proceedings are pending against or for the Company under the Insolvency and Bankruptcy Code 2016.

39. Details Of The Difference Between The Amount Of The Valuation Done At The Time Of One-Time Settlement And The Valuation Done While Taking A Loan From The Banks Or Financial Institutions Along With The Reasons Thereof.

There is no one-time settlement made during the financial year.

40. Corporate Insolvency Resolution Process Initiated Under The Insolvency And Bankruptcy Code, 2016 (Ibc)

No such process was initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC).

41. Disclosure As Per The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment in the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any sexual harassment complaints.

42. Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), your Company has formulated a Dividend Distribution Policy, to provide the dividend distribution framework to the Stakeholders of the Company.

The policy sets out various internal and external factors, which shall be considered by the Board in determining the dividend pay-out. The policy is available on the website of the

Company i.e. www.dhruvconsultancy.in

43. Change In Nature Of Business

The Company has not undergone any change like business during the year.

44. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

The Company primarily being a Consulting Company in the Infrastructure segment and not involved in any industrial or manufacturing activities, the Company has no particulars to report regarding the conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 and Rules made thereunder.

During the year under review, the Company did not have any foreign exchange earnings. The Company has spent Rs. 7.41 lacs in the form of foreign exchange outgo towards incorporation of a Wholly Owned Subsidiary in the UK in the name of Dhruv International Private Limited.

45. Human Resources And Industrial Relations

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade the skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization''s growth.

46. Health, Safety And Environment Protection

The company''s Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

47. Secretarial Standards

The Secretarial Standards SS-1 and SS-2 issued and notified by the Institute of Company Secretaries of India have been complied with by the Company during the financial year under review.

48. Statutory Disclosures

A statement containing salient features of the financial statement of the consortium companies in the prescribed are annexed to this Report. The audited financial statements of the said companies will be kept for inspection by any Member of the Company at its Registered Office during business hours and as per the provisions of Section 136(1) of the Companies Act, 2013, a copy of the same will be made available to any shareholder on request. A Cash Flow Statement for the Financial Year 2023-24 is attached to the Balance Sheet.

49. Prevention Of Insider Trading

The Company has also adopted a code of conduct for the prevention of insider trading. All the Directors, Senior Management employees and other employees who have access to the unpublished price-sensitive information of the Company are governed by this code. During the year under report, there has been due compliance with the said code of conduct for the prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations 2015.

50. Cautionary Statement

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include changes in government regulations, developments in the infrastructure segment, tax regimes and economic developments within India or abroad.

51. Acknowledgement & Appreciation

The Board places on record its deep appreciation to all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to achieve the said position in the Infrastructure Segment. The Board places on record its appreciation for the support and cooperation the Company has been receiving from its consultants, business partners and others associated with it as its joint bidding partners/entities. The Company looks upon them as partners in its progress.

The Board also take this opportunity to thank all the Stakeholders, Government & its entities and Regulatory Authorities and Stock Exchanges, for their continued support.

On Behalf Of The Board Of Directors For Dhruv Consultancy Services Limited

Place: Navi Mumbai Date : August 06,2024

Tanvi Dandawate Managing Director DIN: 07618878

Sandeep Dandawate Executive Director DIN: 01779289

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Mar 31, 2023

The Directors'' are pleased to present the 20^th Annual Report on the business and operations of the Company, along with the audited Financial Statements for the financial year ended March 31, 2023.

CORPORATE OVERVIEW

The Company migrated from BSE SME Platform to BSE Main Board and Listed its securities on the National Stock Exchange of India Limited on November 25, 2021. The Company has its corporate headquarters at Navi Mumbai.

The Company''s financial performance for the year ended 31^st March 2023 is summarized below:

(Rs. in Lakhs)
	FY 2023	FY 2022
Total Revenue	8,230.52	7,557.08
Earnings Before Interest, Depreciation, Tax and Amortization (EBITDA)	984.23	969.91
Finance Charges	175.12	105.71
Depreciation	286.43	84.64
Net Profit/ (Loss)Before Tax	567.24	790.94
Tax expense for the year	85.01	215.32
Other Comprehensive Loss/income (net of tax)	(10.49)	50.34
Total Comprehensive Income/(Loss)	471.74	625.96
Balance of Profit brought forward	471.74	625.96
Surplus carried to Balance Sheet	-	-
Earnings Per Share (Rs.)	3.28	4.03
Diluted Earnings Per share	3.09	3.59

BUSINESS PERFORMANCE & STATE OF COMPANY AFFAIRS

The total revenue for the financial year under review was Rs. 8230.52 Lakhs as against Rs. 7557.08 Lakhs for the previous financial year registering an increase of Rs. 673.44 Lakhs. The profit before tax was Rs. 567.24 Lakhs and the profit after tax was Rs. 471.74 Lakhs for the financial year under review as against Rs. 790.94 Lakhs and Rs. 625.96 Lakhs respectively reported for the previous financial years.

There were no material changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of the report.

FY23 was a landmark year for the Company. The Company achieved a major milestone during the year by way of Preferential Allotment & could successfully raise Rs. 649.34 lacs through Equity and Convertible Warrants (‘Share Warrants'') during the year.

DIVIDEND

To conserve resources for future, your Directors'' do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to Reserve.

LISTING AND CURRENT UPDATES

Your Company migrated from BSE SME Platform to BSE Main Board and Listed its securities of NSE on November 25, 2021.

Your Directors'' are pleased to inform you that, during the year under review, the Company had received in-principle approval(s) from both the exchanges pertaining to the Preferential Allotment of Equity Shares and/or Share Warrants, then followed with the requisite approval(s) for the allotment of shares and also for the trading of its securities.

Post which, out of total proceeds of Rs. 649.34 lacs, Rs. 640 lacs were utilized & Rs. 9.34 lacs i.e. un-utilised amount is being parked in the Escrow Account as maintained by the Company for the said purpose.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 20,00,00,000/- divided into 2,00,00,000 equity shares of Rs. 10/-.

The Paid-up Equity Share Capital is Rs.15,09,60,000/- (divided into 15096000 equity shares of Rs.10/- each) as at March 31, 2023.

During the year under review, the Company had issued 800000 Equity Shares at a price of Rs 63/- only including a premium of Rs 53/-. The Company had not converted any convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants as on March 31, 2023.

The Company has paid Listing Fees for the Financial Year 2022-2023 to the Stock Exchanges viz BSE Limited & The National Stock Exchange of India Limited, where its equity shares are listed.

OPERATIONS

During the year the Company was awarded the following projects:

Sr. No.	Name of work
1	Consultancy services for Authority''s Engineer for Supervision of Rehabilitation and Upgradation of NH-565 from Km 86.057 to 132.920 Nagarjuna Sagar Dam to Davulapally section to two lane with paved shoulder in the State of Andhra Pradesh through EPC mode
2	CS as AE for Supervision of “4 laning of Vairengte-N. Kawnpui section (Package-3,4,5&6) of NH306 & NH-6 from Existing Chainage Km 43.000 to Km 126.315 (Design Chainage Km 46.000 to Km 111.850) in the State of Mizoram
3	PMC Services for up-gradation to 2/4/6 lane with paved shoulders configuration of newly declared NH 216H Package No.1.2 & 3 terminating at its junction with NH 30 near Laxmipuram in the state of Andhra Pradesh
4	IE Services during Development and Operation of Sikar-Bikaner Section of NH-11 from Km 340.188 of NH-11 to Km 557.775 of NH-11 via Sikar Bypass and Bikaner Bypass from Km 553.869 of NH-11 to km 267.325 of NH-89 by two laning with paved state of Rajasthan
5	PMC Services for Up-gradation to 4 Lane for the Highway Starting from its junction with NH216 near Amalapuram connecting Palivela and terminating at its junction with NH-216Aat Ravulapalem in the State of Andhra Pradesh
6	Consultancy services for AE Supervision of Upgradation/ Reconstruction to 2 LPS-4 lane Configuration (Package No. Nashik IV) Secton - 2 Adhalgaon to Jamkhed from km 132-600 to km 195-375 in the state of Maharashtra.
7	Services for preparation of tender document and bid process management for redevelopment of PMGP Colony Buildings 1 to 17 at Majaswadi
8	Consultancy Services for Authoritys Engineer for Supervision of Rehabilitation and Up gradation of NH167B from Km 143/320 Malakonda to 189/050 Singarayakonda on NH16 to two lane with paved shoulders in Andhra Pradesh through EPC mode
9	Independent Engineer Services for Development of “Access Controlled Six Lane (Expandable to Eight Lane) Greenfield ‘Ganga Expressway'' [Group-IV, from Km. 445 000 (Village: Sarso, Distt: Unnao) to Km. 601 847, (Village: Judapur Dando, Distt: Prayagraj), De
10	Consultancy services for preparation of Detailed Project Report (DPR) for Construction of 04 lane Elevated Corridor/ Double Decker flyover in the District of Prayagraj
11	Consultancy Services for preparation of DPR for Augmentation of 4-laning of Anakapalli-Annavaram-Diwancheruvu Section from Km 741.255 to Km. 903.000 of NH-16 (Package-3&4 of TOT Bundle-1) to 6 lane Partial Access Controlled Highway standard in AP
12	Selection of Agencies for Conducting Traffic Survey Using Portable Automatic Traffic Counter and Classifier (ATCC) Systems - Zone - 4 - Maharashtra
13	Selection of Agencies for Conducting Traffic Survey Using Portable Automatic Traffic Counter and Classifier (ATCC) Systems - Zone -3 Rajasthan & Haryana
14	Consultancy Services for Authoritys Engineer for Supervision of Rehabilitation and upgradation of NH 167AD from Macherla to Dachepalli from Km 0 000 to 43 659 to two lanes with paved shoulders in the state of Andhra Pradesh EPC basis

15	Independent Engineer Services During Operation and Maintenance stage of 6-Laning of Vadakkenchery-Thrissur Section of NH-544 (Design Ch. 236.135 to Ch. 264.490) in the state of Kerala Under NHDP Phase-II on DBFOT Basis Total Design Length of 28.355 Km
16	IE Services for Four Laning of Neraluru - Thorapalli Agraharam section of NH-844 from Km 0 000 to Km 23 350 (Design Chainage) under Bharatmala Pariyojana, Phase I (National Corridor) on Hybrid Annuity Mode in the States of Karnataka & Tamil Nadu 2nd Call
17	Supervision Consultant of Operation & Maintenance of Four Lane NH Connectivity to ICTT Vallarpadam from Kalamassery (Ch.Km 0 000) to Vallarpadam (Ch.Km 17 121) in the State of Kerala; and additional charge of Edapally-Vytilla-Aroor section
18	Supervision consultants for the “Construction of a two lane over bridge on the Kotwali Road from Kohadapir to Qutubkhana in District Bareilly on EPC Mode
19	CS for AE for supervision of Rehabilitation and Up-gradation to 4 Lane configurations and Strengthening of Thanpuri to Paror section from Km 85.135 to Km 100.840 of NH-20 (New NH-154) of Pathankot-Mandi under NH-(O) in H.P (Package-IIC) on EPC mode
20	IE services O and M phase of1 Four laning of Solapur Yedshi NH 211 Km 0 to Km 100 2 Four Laning of Solapur MAH KNT Border NH 9 Km 249 000 to Km 348 800 and 3 Four laning of Pune Solapur NH 9 Km 144 400 to Km 249 000 in the State of Maharashtra
21	Conducting Final Location Survey, Traffic survey, submission of comprehensive DPR for all civil, electrical and S&T work, preparation of detail estimate along with Alignment Plan, Yard Plan, drawing for minor bridges, major bridges, ROB/RUB, FOB, level cr
22	CS of Feasibility Report cum DPR for Widening of the existing 2lane road to 4lane from Willingdon Island to Kundanoor or alternatively to Aroor-other suitable location on NH-66 to provide connectivity to Cochin Port Trust in the state of Kerala (2nd call)

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate section on the Corporate Governance Report, forms an integral part of the Integrated Annual Report. A certificate from Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report.

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;

Other than as disclosed in the financial statements, the directors are not aware of any other matters or circumstances that have arisen since the end of the financial year which have

significantly affected or may significantly affect the operations of the Company, the results of those operations and the state of affairs of the Company in subsequent years.

Annual Return

The Annual Return of the Company as on March 31, 2023 in Form MGT-7 in accordance with Section 92(3) and Section 134 (3) (a) of the Companies Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company''s website at https: Corporate Governance - Dhruv Consultancy Limited

Annual Report

The MCA has issued General circular No.10/2022 dated December 28,2022, read with General circular No. 02/2022 dated May 05, 2022, General Circular No. 21/2021 dated December 14, 2021, General Circular No. 19/2021 dated December 08, 2021, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 28/2020 dated August 17, 2020, General Circular No.20/2020 dated May 05, 2020, General Circular No.18/2020 dated April 21, 2020 and the SEBI has issued Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated January 15, 2021 and Circular No. SEBI/ HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/ CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023 in relation to ‘Relaxation from compliance with certain provisions of the Listing Regulations in view of the prevailing situation and owing to the difficulties involved in dispatching of physical copies of the Annual Report and the Notice convening the AGM.''

Members who wish to have a physical copy may write to the Company Secretary of the Company at [e-mail] or submit a written request to the Registered Office of the Company. In accordance with the aforesaid circulars, the web link of the Annual Report and the Notice convening the AGM of the Company is being sent in electronic mode only to members whose e-mail addresses are registered with the Company or the Depository Participant(s). Those members, whose email address are not registered with the Company or with their respective Depository Participant(s) and who wish to receive the Notice of the AGM and the Annual Report for the financial year ended March 31, 2023, can get their email address registered by following the steps as detailed in the Notice convening the AGM

The Annual Report of the Company and its subsidiaries are available on the Company website www.dhruvconsultancy.in

Directors and Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel of the Company.

Retirement by Rotation and re-appointment of Director.

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every Annual General Meeting (“AGM”), not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Pandurang Dandawate (DIN: 01202414), Non-Executive Director of the Company, retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. A Profile of Mr. Pandurang Dandawate, as required by Regulation 36(3) of the LODR is given in the Notice convening the forthcoming AGM.

The Board of Directors, at its meeting held on July 05, 2023, based on the recommendation of Nomination and Remuneration Committee has extended the term of the appointment of Mr. Sandeep Dandawate as Executive of the Company for a further period of 3 (three) years, with effect from 1st April, 2024 to 31st March, 2027, subject to the approval of the Members.

Appointments and Resignations :-a. Appointments

The Board at its meeting held on August 10, 2022 based on the recommendation of Nomination and Remuneration Committee approved the appointment of Ashokkumar Nagesh Katte (DIN: 09684126) as an Additional Director (in the capacity of Non-Executive-Independent Director) of the Company for a period of 5 years w.e.f. August 10, 2022 subject to shareholder''s approval which was approved by shareholders in the 19^th Annual General Meeting of the Company held on September 7, 2022.

The Board at its meeting held on February 11, 2023, based on the recommendation of Nomination and Remuneration Committee approved the appointment of Mr. Saleem K Wadgaonkar (DIN: 09680618) as an Additional Director (in the capacity of Non-Executive -Independent Director) of the Company for a period of 5 years w.e.f. February 11, 2023 to February 10, 2028 subject to shareholder''s approval, which was approved by shareholders through a Postal Ballot on April 7,2023.

The Board at its meeting held on February 11, 2023, based on the recommendation of Nomination and Remuneration Committee approved the re-appointment of Mr. Sudhir Shringare (DIN: 08049384) as Non-Executive - Independent Director of the Company for the second term of 5 years commencing from January 11, 2023 to January 10, 2028 subject to shareholder''s approval, which was approved by shareholders through Postal Ballot on April 7, 2023.

Resignations

Mr. Dhanyakumar B. Mahamuni & Ms. Shaila J. Patil, the Independent Director(s) have resigned from the position of Independent Director of the Company with effect from close of business hours of July 05,2023.

Your Directors'' place their sincere appreciation for the valuable contribution made by Mr. Dhanyakumar B. Mahamuni & Ms. Shaila J. Patil during their tenure as the Directors on the Board of the Company. Your Directors'' also intend to place on record a special mention for the guidance as extended by Mr. Mahamuni as being the Chairman of the Board.

Director(s) Disclosure

Based on the declarations and confirmations received from the Directors, none of the Directors of the Company are disqualified from being appointed/ continuing as Directors of the Company.

Independent Directors’ Declaration

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section

149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations. The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the ''''Indian Institute of Corporate Affairs'''' at Manesar, for inclusion of name in the data bank of Independent Directors.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year:

With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the Financial year 2022- 23, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that the Independent Director is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company.

Regarding proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the institute, as notified under sub-section (1) of section 150 of the Act, the Board of Directors have taken on record the information submitted by Independent Director that he/she has complied with the applicable laws.

Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are the Key Managerial Personnel of the Company:

(i) Mrs. Tanvi Auti, Managing Director

(ii) Mr. Snehal Patil, Chief Financial Officer

(iii) Ms. Isha Kulkarni, Company Secretary and Compliance Officer

MANAGING DIRECTOR/DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of the SEBI LODR Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from the Managing Director & Chief Financial Officer, for the Financial Year 2022-23 with regard to the Financial Statements and other matters. The said Certificate forms part of this Report.

10. Board of Directors: a. Composition of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 which, inter alia, stipulates that the Board should have an optimum combination of Executive and Non-Executive directors.

As on date of this report, the Board comprised 7(seven) Directors including three Independent Directors and Woman Director and the Non-Executive Chairman.

The present strength of Board of Directors of the Company is as follows:

Sr.	No. DIN	Name of the Director(s)	Category	Designation
1.	07618878	Tanvi T. Auti	Executive	Managing Director
2.	01202414	Pandurang B. Dandawate	Non-Executive	Director
3.	02852334	Jayashree P. Dandawate	Executive	Director
4.	01779289	Sandeep B. Dandawate	Executive	Director
5.	08049384	Sudhir A. Shringare	Non-Executive	Independent Director
6.	09684126	Ashokkumar Nagesh Katte	Non-Executive	Chairman & Independent Director
7.	09680618	Saleem KWadgaonkar	Non-Executive	Independent Director

Meetings of the Board

The Board of Directors duly met 6 times during the financial year from April 01, 2022 to March 31, 2023 i.e. on April 28, 2022, May 16, 2022, August 10, 2022, October 12, 2022, November 11, 2022 and February 11, 2023.

Familiarization Programme for Independent Directors

As a practice, all new Directors (including Independent Directors) inducted to the Board are given a formal orientation. The Directors are usually encouraged to visit the head office and project sites/locations of the Company and interact with members of Senior Management as part of the induction programme. The Senior Management make presentations giving an overview of the Company''s strategy, operations Board constitution and guidelines, matters reserved for the Board and the major risks and risk management strategy. This orientation enables the Directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the Management.

Further, based on the confirmations/ disclosures received from the Non-Executive Independent Director in terms of Regulation 25(9) of the Listing Regulations, the Board of Directors is of the opinion that the Non-Executive Independent Directors fulfil the criteria or conditions specified under the Act and under the Listing Regulations and are independent of the management.

Criteria For Determining Qualifications, Positive Attributes And Independence of A Director

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee (“NRC”) has formulated the

criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualification : The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise

Positive Attributes : Apart from the duties of directors as prescribed in the Act, the directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence : A director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations.

Evaluation

The evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole, was conducted based on the criteria and framework adopted by the Committee.

The Board sought the feedback of Directors on various parameters including:

i. Degree of fulfilment of key responsibilities towards stakeholders (byway of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

ii. Structure, composition and role clarity of the Board and Committees;

iii. Extent of coordination and cohesiveness between the Board and its Committees;

iv. Effectiveness of the deliberations and process management;

v. Board/Committee culture and dynamics; and

vi. Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole and Chairperson of the Company were evaluated taking into account the views of Executive Directors and other Non-Executive Directors.

The NRC reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its committees, and individual Directors were discussed.

Committees of the Board of Directors

i. Audit Committee:

In terms of Section 177 of the Companies Act, 2013, as on date of this report, the Board of Directors has constituted an Audit Committee comprising 3 Directors as below.

Sr No. Name of the Directors

1. Sudhir A. Shringare

2. Pandurang B. Dandawate

3. Ashokkumar Nagesh Katte

All the recommendations of the Audit Committee were accepted by the Board.

During the year i.e. from April 01, 2022 to March 31, 2023, the Audit committee met 4 times on May 16, 2022; August 10,2022; November 11, 2022 and February 11,2023.

Nomination and Remuneration Committee:

In terms of Section 178 of the Companies Act, 2013, as on date of this report, the Board of Directors had constituted Nomination & Remuneration Committee comprising of 3 Directors as below:

Sr No. Name of the Directors

1. Sudhir A. Shringare

2. Pandurang B. Dandawate

3. Ashokkumar Nagesh Katte

During the year i.e. from April 01, 2022 to March 31, 2023, Nomination and Remuneration, the committee met 2 times on August 10, 2022 and February 11,2023.

Stakeholders’ Relationship Committee:

As on the date of this report, the Board of Directors has constituted Stakeholders'' Relationship Committee comprising of 3 Directors as below:

Sr No. Name of the Directors

1. Ashokkumar Nagesh Katte

2. Pandurang B. Dandawate

3. Sudhir A. Shringare

During the year i.e. from April 01, 2022 to March 31, 2023, Stakeholders Relationship committee met 4 times, on April 19, 2022, July 12, 2022, October 17, 2022 and January 11, 2023.

Corporate Social Responsibility (CSR)

In terms of Section 135 of the Companies Act, 2013, as on date of this report, the Board of Directors had constituted Corporate Social Responsibility Committee comprising of3(three) Directors as below:

Sr No. Name of the Directors

1. Jayashree P. Dandawate

2. Pandurang B. Dandawate

3. Saleem K Wadgaonkar

During the year i.e. from April 01, 2022 to March 31, 2023, Corporate Social Responsibility, the committee met twice on May 16,2022 and February 11, 2023.

EMPLOYEE STOCK OPTION SCHEME

Your Company has an Employee Stock Option Plans namely, DCPL - Employees Stock Option Plan 2021 for granting Stock Options to employees. During the year under report, no employee has been granted stock options, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of your Company.

Remuneration of Directors and Employees

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed as Annexure C. The information about Top Ten Employees in terms of remuneration will be available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Auditors

Statutory Auditors

At the 15th AGM held on September 10,2018, the Members had approved the appointment of M/s. Mittal And Associates, Chartered Accountants, Mumbai [Firm Registration No.:106456W] as the Statutory Auditors for a period of 5 (five) years commencing from the conclusion of the 15th AGM until the conclusion of the 20th AGM to be held in the year 2023. Accordingly, their first term as Statutory Auditors expires at the conclusion of the 20th AGM.

Pursuant to the provisions of Section 139(2)(b), an audit firm can be appointed for two terms of five consecutive years each. Accordingly, the Board approved the re-appointment of Mittal And Associates on July 05, 2023 based on the recommendations of the Audit Committee and the same is subject to the approval of the Members of the Company. The Notice of ensuing 20^th AGM includes the proposal for seeking Members'' approval for the re-appointment of Mittal And Associates as the Statutory Auditors, for the second term of 5 (five) years commencing from the conclusion of the 20th AGM until the conclusion of the 25th AGM to be held in the year 2028.

Mittal And Associates, Chartered Accountants has provided their consent and a certificate of their eligibility under sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Statutory Auditors of the Company for the second term of 5 (five) years. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI. Accordingly, Mittal And Associates is eligible for re-appointment as Statutory Auditors of the Company.

The Auditors'' Report to the Members for the year under review is unmodified and does not contain any qualification, reservation or adverse remark. The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act.

No revision of the financial statement or Annual report has been revised during Financial Year 2022-23 for any of the three preceding financial years.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Atul V. Kulkarni, of Atul Kulkarni & Associates, Company Secretaries bearing CP No. 8392, to undertake the secretarial Audit of the Company for FY23. The Report of the Secretarial Audit is annexed herewith as Annexure. The Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Board, at its meeting held on May 15, 2023, has re-appointed Mr. Atul V. Kulkarni, of Atul Kulkarni & Associates, Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY23-24.

Details of adequacy of internal financial controls

The Company has established a robust system of internal controls to ensure that assets are safeguarded, and transactions are appropriately authorised, recorded and reported. The framework within the Company ensures the orderly and efficient conduct of business, which includes adherence to policies, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The internal financial control framework is commensurate with the size and operations of the Company''s business. The controls have been documented, digitized, and embedded in the business process. Assurance on the effectiveness is obtained through management reviews, controls self-assessment and periodic reporting of the inhouse team that evaluates and provides assurance of its adequacy and effectiveness. The controls are also tested by the internal and statutory auditors during their audits. The Statutory Auditors of the Company have audited the financial statements included in this Annual Report and issued their report on internal control over financial reporting (as defined under section 143 of the Companies Act, 2013).

Internal Control evaluates adequacy of segregation of duties, transparency in authorization of transactions, adequacy of records and documents, accountability & safeguarding of assets and reliability of the management information system.

The systems, SOPsand controls are reviewed and audited by Internal Auditors, periodically for identification of control deficiencies and opportunities, whose findings and recommendations are reviewed by the Audit Committee and tracked through till implementation.

Management team has assessed the effectiveness of the Company''s internal control over financial reporting as at March 31, 2023 and believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

Directors’ Responsibility Statement

Pursuant to Section 134 (3) and 134(5) of the Companies Act, 2013, Directors of your Company 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 appropriate 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 out 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 annual accounts have been prepared on a going concern basis;

e. the Directors have laid down proper internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

Business Responsibility and Sustainability Report

The Securities and Exchange Board of India (‘SEBI''), in May, 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (‘BRSR''). BRSR is a notable departure from the existing Business Responsibility Report (‘BRR'') and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY23 onwards. Your Company is committed to present it to the stakeholders as and when the same shall be statutorily applicable.

Subsidiaries/ Joint Venture/ Associate Companies:

At present, the Company does not have any subsidiary. No new subsidiary was incorporated or acquired by the Company during the year under review. Since the Company does not have any subsidiary, associate or joint venture, Form AOC-1 pursuant to the provisions of Section 129(3) of Companies Act, 2013 (the Act) is not applicable to your Company.

Vigil Mechanism

Your Company has established Vigil Mechanism (Whistleblower policy) in accordance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 to report instances of unethical behavior, actual or suspected fraud or violation of the code of conduct or any policy of the Company. The Vigil Mechanism Policy has been uploaded on the website of the Company at Corporate Governance - Dhruv Consultancy Limited

The mechanism adopted by the Company encourages the Whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower to those who avail such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. During the year under review, the Company has not received any complaints.

During the year under review, there was no instance of fraud, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed. The information about Top Ten Employees in terms of remuneration will be available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

RISK MANAGEMENT POLICY

Your Company has implemented mechanisms to identify, assess, monitor and mitigate various risks and has formulated a Risk Management Policy. The Audit Committee and the Board of Directors are informed of the Risk assessment and minimization procedures.

Your Company acknowledges the inherent risks that come with changes in the government policies in India, such as changes in rules, regulation, geo-political changes, data privacy risk, and environmental and climate risk. To address these risks, the company has developed a robust governance structure and internal controls. Moving forward, the company will continue to review their risk appetite and develop mitigation strategies to limit the impact on risk tolerance.

Nomination and Remuneration Policy

This Nomination and Remuneration Policy (the “Policy”) has been formulated by the Company in compliance with Section 178 of the Companies Act, 2013.

The broad objectives of the Nomination and Remuneration policy are:

i. to guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management;

ii. evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board;

iii. to recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

The guiding principles of the policy are to ensure that:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management of the quality required to run the Company successfully.

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee formulates the criteria for appointment as a Director, Key Managerial Personnel and Senior Management, identifies persons who are qualified to be Directors and nominates candidates for Directorships subject to the approval of Board, evaluates the performance of the individual directors, recommends to the Board,

remuneration to Managing Director / Wholetime Directors, ensures that the remuneration to Key Managerial Personnel, Senior Management and other employees is based on Company''s overall philosophy and guidelines and is based on industry standards, linked to performance of the self and the Company and is a balance of fixed pay and variable pay and recommends to the Board, sitting fees/ commission to the Non-Executive Directors.

The Company''s Nomination and Remuneration Policy for Directors, Key Managerial Personnel and senior management is available on the website of the Company at Corporate Governance - Dhruv Consultancy Limited

Particulars of Deposits

The Company has not accepted any deposit (under Rule 2[c] of the Companies [Acceptance of Deposits] Rules, 2014) within the meaning of Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactment(s) for the time being in force).

Loans, Guarantees and investments.

Information regarding loans, guarantees and investments as required under the provisions of Section 186 of the Companies Act, 2013 is not applicable to the Company as the Company is exempted under the category of “the companies providing consulting in the infrastructure segment”.

Explanation to Remarks: In the Statutory Auditors’ Report

(a) The statutory audit report for the year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer made by Statutory Auditors; and

(b) The secretarial audit report for the year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor appointed by the Company.

INTERNAL AUDITOR

Internal Audit for the year ended March 31, 2023 was carried out and Internal Audit reports at periodic intervals as statutorily required were placed before the Audit Committee.

Maintenance of Cost Records

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company.

Corporate Social Responsibility (CSR)

Your Company believes in being socially accountable to all its stakeholders and enhancing its positive impact on Society. Details of CSR activities undertaken during the year are annexed to this report as Annexure A in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at:

Corporate Governance - Dhruv Consultancy Limited

Related Party Transactions

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The Policy can be accessed on the Company''s website at Corporate Governance - Dhruv Consultancy Limited

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis.

A Statement containing particulars of contracts/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 arms'' length transactions in prescribed form AOC-2 is annexed as Annexure D. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been also disclosed in the notes to the standalone financial statements forming part of this Integrated Report & Annual Accounts 2022-23.

Dematerialization of Shares

The Company encourages its member to hold shares in electronic form and the Company has established connectivity with depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. 100% of the Company''s paid up Equity Share Capital is in dematerialized form as on March 31, 2023.

Details of significant and material orders passed by the regulators or courts

There have been no significant and material orders passed by the Regulators, Courts or Tribunals which would impact the going concern status and Company''s operations in future.

Details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year.

Company has not made any application during the year or no application has been filed against the company or there is no proceedings pending against or for the Company under the Insolvency and Bankruptcy Code 2016.

The requirement to disclose the details of difference

between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, are not applicable.

There is no one time settlement made during the financial year.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC).

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company not received any sexual harassment complaints.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), your Company has formulated a Dividend Distribution Policy, with an objective to provide the dividend distribution framework to the Stakeholders of the Company.

The policy sets out various internal and external factors, which shall be considered by the Board in determining the dividend pay-out. The policy is available on the website of the Company i.e. Corporate Governance - Dhruv Consultancy Limited

CHANGE IN NATURE OF BUSINESS

The Company has not undergone any change in the nature of business during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company primarily being a Consulting Company in the Infrastructure segment and not involved in any industrial or manufacturing activities, the Company has no particulars to report regarding conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 and Rules made thereunder.

During the year under review, the Company did not have any foreign exchange earnings, or the foreign exchange outgo towards Business promotion, Advertisement expenses, Legal consultancy and Professional fees.

SECRETARIAL STANDARDS

The Secretarial Standards SS-1 and SS-2 issued and notified by the Institute of Company Secretaries of India has been complied with by the Company during the financial year under review.

STATUTORY DISCLOSURES

A statement containing salient features of the financial statement of the consortium companies in the prescribed are annexed to this Report. The audited financial statements of the said companies will be kept for inspection by any Member of the Company at its Registered Office during business hours and as per the provisions of Section 136(1) of the

Companies Act, 2013, a copy of the same will be made available to any shareholder on request. A Cash Flow Statement for the Financial Year 2022-23 is attached to the Balance Sheet.

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations 2015.

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include changes in the government regulations, developments in the infrastructure segment, tax regimes and economic developments within India or abroad.

ACKNOWLEDGEMENT & APPRECIATION

The Board sincerely thanks the Ministry of Corporate Affairs, BSE Limited, The National Stock Exchange of India Limited, Securities and Exchange Board of India, Reserve Bank of India, and various government agencies for their continued support, cooperation and advice.

The Board expresses sincere thanks to all its consultants, bankers, vendors, auditors, lawyers for their continued partnership and confidence in the Company.

The Board members also wish to place on record their appreciation for the dedication and contribution made by the KMP''s and look forward for their support in future as well. We are committed to creating a positive and supportive work environment that values and cares for our employees.

Further, the Board expresses its gratitude to you as Shareholders for the confidence reposed in the management of the Company.

---

Mar 31, 2018

To

The Members

The Directors present their 15th Annual Report and Audited Financial Statements of DHRUV Consultancy Services Limited for the Financial Year ended 31^st March 2018.

FINANCIAL RESULTS

The Company’s financial performance for the year ended 31st March 2018 is summarized below:

(Rs. In Lakhs)

Particulars	Standalone Results For the year ended as at
	31st March, 2018	31st March, 2017
Total Revenue	4432.40	3046.21
Total Expenses	3426.83	2497.12
Profit/(Loss) before tax & prior period expenses	1005.55	549.09
Prior period expense (Net)/Exceptional Item	-	-
Profit/(Loss) Before Tax	1005.55	549.09
Tax Expense (Net)	317.02	189.94
Profit /(Loss) After Tax and before Share of Profit/(Loss) of Associates/ Joint Venture	688.53	359.15
Share of Profit/(Loss) of Associates/ Joint Venture
Net Profit /(Loss) After Tax	688.53	359.15
Earnings Per Share (Rs.)	6.89	3.61

PERFORMANCE OF THE COMPANY

On standalone basis, total revenue for the financial year under review was Rs. 4432.40 Lakhs as against Rs. 3046.21 Lakhs for the previous financial year registering an increase of Rs. 1386.19 Lakhs. The profit before tax was Rs.1005.55 Lakhs and the profit after tax was Rs. 688.53 Lakhs for the financial year under review as against Rs. 549.09 Lakhs and Rs. 359.15 Lakhs respectively reported for the previous financial year.

Apart from the IPO offer, as stated above there were no material changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of the report.

DIVIDEND

To conserve resources for future, your Directors do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to Reserve.

INITIAL PUBLIC OFFER

The Company has made initial public offer (IPO) for 4296000 Equity Shares for cash at price of Rs. 54/- per share including a premium of Rs. 44/- per share aggregating to Rs. 23.19 crores.

LISTING OF SHARES ON SME PLATFORM OF BSE LIMITED

Your Directors are pleased to inform you that the Company’s securities have now been listed on SME Platform of BSE Limited from May 10, 2018.

SHARE CAPITAL

Following changes were made in the share capital of the company during and between end of the financial year(s) to which these financial statements relate and the date of the report:

The Authorized Share Capital of the Company has been increased from Rs. 1,00,00,000/divided into 10,00,000 equity shares of Rs. 10/- to Rs. 15,00,00,000/- divided into 1,50,00,000 equity shares of Rs. 10/- in the Extra Ordinary General Meeting held on January 10 2018.

Further, The Company has issued and allotted 620000 Bonus Shares of Rs. 10/- each in the ratio of 1.63:1 i.e. 1.63 bonus shares for every 1 share held to equity Shareholders of the Company on December 5, 2017 and similarly The Company has also issued and allotted 900000 Bonus Shares of Rs. 10/- each in the ratio of 9:1 i.e. nine bonus shares for every one share held to equity Shareholders of the Company on January 1, 2018

The Paid-up Equity Share Capital as on the date of report post IPO allotment is was Rs. 14,29,60,000/- (divided into 14296000 equity shares of Rs. 10/- each). As stated above your Company had made an allotment of 4296000 equity shares in the IPO for cash at price of Rs. 54/- per share including a premium of Rs. 44 per share.

CHANGE OF NAME

Pursuant to Section 13 and other applicable provisions and rules, if any, of the Companies Act, 2013, the Board has passed the Resolution for Change the name of Company from “Dhruv Consultancy Services Private Limited” to “Dhruv Consultancy Services Limited” in the Extra-ordinary General Meeting of the Company held on January 10, 2018. Subsequently, Registrar of Companies, Maharashtra has issued a fresh certificate of incorporation dated February 7, 2018 certifying the change of name of Company as per Rule 29 of the Companies (Incorporation) Rules, 2014. The approval of members were accorded for the conversion of the status of the Company from Private Limited Company to Public Limited Company pursuant to Section 14 and other applicable provisions and rules, if any, of the Companies Act, 2013.

OPERATIONS

During the year the Company was awarded the following projects:

- FEASIBILITY STUDY AND PREPARATION OF DETAILED PROJECT REPORT:

o Feasibility Study and Preparation of DPR for upgradation to 2 lane with paved shoulder of Sinnar (NH-60) - Ghoti (NH-848) - Trimbakeshwar - Mokhada -Jawhar - Vikramgad - Manor (NH-48) - Palghar Road in the state of Maharashtra (Total length 170 km excluding length between Trimbakeshwar -Mokhada - Jawhar

- AUTHORITY''S ENGINEER PROJECTS:

o Consultancy Services for Authority''s Engineer for Supervision of Improvement to Karnataka/Maharashtra Border Km 70/682 to Akkalkot Km 106/526 and Strengthening of Dudhani (Km 74/240 to 77/420), Maindargi (Km 89/084 to Km 92/045) and Akkalkot (Km 99/580 to Km 106/526) Village Limit Road on NH-150 Extension in the State of Maharashtra (Package-II) on EPC Mode o Consultancy Services for Authority Engineer for Supervision of Rehabilitation and upgradation to 2 lane with paved shoulder/4-lane standards of National Highway section (i) Nagaj Junction at NH166 to Jath (32 km) from Km 0/000 (at Nagaj) to KM 31/148 (at Jath) & Km 134/000 (at Jath) to Km 151/350 (at Muchandi) section of NH-166E (Length - 48.50km) & section (ii) Tasgaon to Shirdhon section of NH-266 (Length 23km) of NH-266 on EPC Mode

o Consultancy Services for Authority Engineer for Supervision of Rehabilitation and upgradation to 2 lane with paved shoulder/4-lane standards of National Highway section (i) Tembhurni Pandharpur section from Ch 0/000 to Ch 36/190 & Section (ii) Tembhurni Pandharpur Ch 40/800 to Ch 95/136 of NH516A on EPC

Mode

o Consultancy Services for Authority Engineer for Supervision of Rehabilitation and upgradation to 2 lane with paved shoulder/4-lane standards of National Highway section (i) Bhokar to Sarsam Budruk Section (Length - 33.00km) of NH 161A (Starting from NH 548C Aakot and terminate at Junction of 161 near Wazar Aurangabad) & Section (ii) Sarsam Budruk to Kothari section of NH-161A (Length - 57km) on EPC Mode o Consultancy Services for Authority Engineer for Supervision of Rehabilitation and upgradation to 2 lane with paved shoulder/4-lane standards of National Highway section (i) Parli - Pimpladahiguda section of NH-548B from KM 0.000 to KM 18.440 & Section (ii) Lokhandi Sawargaon Renapur Latur (34.463 km) & Ambajogai Bypass (3.815 km) Section of NH 548B on EPC Mode o Consultancy Services for Authority Engineer for Supervision of Rehabilitation and upgradation to 2 lane with paved shoulder/4-lane standards of National Highway section Bhokardan Hasnabad Jawkheda Rajur Deulgaon Raja section of NH-753B from Km 0.000 (Kumbhari Phata) to Km 63.900 (Deulgaon Raja) and extension from 17.900E (Jawkheda Phata) to 20.730E (Talegaon Phata) in the state of Maharashtra on EPC Mode o Consultancy Services for Authority Engineer for Supervision of Rehabilitation and upgradation to 2 lane with paved shoulder/4-lane standards of National Highway section (i) Pahur Jamner Bodhwad section (44.76 km) of NH-753L Bodhwad Muktainagar Barhanpur (Icchapur), section (33.385 km) of NH-753L on EPC Mode

o Consultancy Services for Authority Engineer for Supervision of Rehabilitation and upgradation to 2 lane with paved shoulder/4-lane standards of National Highway section Kolde village to Khetia MP border section of NH-752G Length 48.60km Part of NH-6 Wisarwadi Nandurbar Shahada Khetia (MP Border) NH 752 G in the state of Maharashtra on EPC Mode

o Consultancy Services for Authority Engineer for Supervision of Rehabilitation and upgradation to 2 lane with paved shoulder/4-lane standards of National Highway section Deori Amgaon section of NH-543 (Length - 38.2 km) in the state of Maharashtra on EPC Mode o Appointment of Authority Engineer for the work of Widening to two lane with paved shoulders from KM 125.626 to KM 155.800 of NH 167 Hagari to Jadacherla Section in the state of Karnataka on EPC mode (Package 1) o Consultancy Services for Authority''s Engineer for Supervision of Rehabilitation and Upgradation of Mantha Taluk border Waturphata Ashti Majalgaon Dharur MaijKalamb Yermala Kusalamb Barshi road section-III from Majalgaon (101.740) to Kaij (159.258) of NH-548C to two lane with paved shoulder in the state of Maharashtra o Consultancy Services for Authority''s Engineer for Supervision of Rehabilitation and Upgradation to 2 lane with paved shoulder/4 Lane standards of National Highway section Mehkar to Ajispur Section of NH-548 C from Km. 0 000 Mehkar to Km. 35 836 (Ajispur) (Length - 35.836 Km) (NH/MAH/MSRDC/Amravati/AE/Pkg-41) on EPC Mode in the state of Maharashtra

^o Consultancy Services for Authority''s Engineer for Supervision of Rehabilitation and Upgradation to 2 lane with paved shoulder/4 Lane standards of National Highway section Jintur to Parbhani Section of NH-752I (Length - 35.836 Km) (NH/MAH/MSRDC/Aurangabad-3/AE/Pkg-35) on EPC Mode in the state of Maharashtra

DEPOSITS

The Company has not accepted any deposits during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and is presented separately. It gives details of the overall industry structure, economic developments, performance and state of affairs of your Company’s, and their adequacy, risk management systems and other material developments during the Financial Year 2017-18.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, details of Appointment and Resignation of Directors & KMPs are as under:

The details regarding our Board are set forth below:

Sr. No.	Name, Designation, Address, Occupation, Nationality, Term and DIN	Age	Other Directorships as on March 31, 2018
1.	Tanvi T. Auti Designation: Managing Director Address: C-301, Gahlot Majesty and Avenue Palm Beach Road, Sector 46A, Seawoods West, Navi Mumbai, Nerul Node-3, Thane-400706, Maharashtra, India Occupation: Business Nationality: Indian Term: Appointed for a period of 3 (three) years with effect from December 21, 2016. DIN:07618878	25 Years	Public Limited Companies: Nil Private Limited Companies: Nil
2.	Pandurang B. Dandawate Designation: Non-Executive Director Address: F-20, Vrindavan CHS, Sector 4, Sanpada Navi Mumbai-400705, Maharashtra, India Occupation: Business Nationality: Indian Term: Liable to Retire by Rotation DIN: 01202414	55 Years	Public Limited Companies: Nil Private Limited Companies: Nil LLP: Instavis Business Technologies LLP

3.	Jayashree P. Dandawate Designation: Chairman and Executive Director Address: F-20, Vrindavan CHS, Sector 4,Sanpada Navi Mumbai-400705, Maharashtra, India Occupation: Business Nationality: Indian Term: Appointed as an Executive Director for a period of 5 (Five) Years w.e.f February 01, 2018 subject to Liable to Retire by Rotation DIN:02852334	50 Years	Public Limited Companies: Nil Private Limited Companies: Nil
4.	Sandeep B. Dandawate Designation: Executive Director Address: F-20, Vrindavan CHS, Sector 4,Sanpada Navi Mumbai-400705, Maharashtra, India Occupation: Business Nationality: Indian Term: Liable to Retire by Rotation DIN: 01779289	42 Years	Public Limited Companies: Nil Private Limited Companies: - Susaka Projects Private Limited LLP: Art Meditation LLP
5.	Milind V. Kulkarni Designation: Executive Director Address: A-1, 304, Kumar Prerana, Near Medipoint Hospital, New D. P. Road, Aundh, Pune- 411007, Maharashtra, India Occupation: Business Nationality: Indian Term: Liable to Retire by Rotation DIN: 06951448	54 Years	Public Limited Companies: Nil Private Limited Companies: Nil

6.	Sudhir A. Shringare Designation: Independent Director Address: Lords CHS Ltd, Flat 607, 6th Floor, Swastik Park, Bhandup Village Road, Near Nahur Railway Station, Bhandup West, Mumbai- 400078, Maharashtra, India Occupation: Professional Nationality: Indian Term: Appointed as Independent Director for the period of five (5) years w.e.f. January 11, 2018 DIN: 08049384	42 Years	Public Limited Companies: Nil Private Limited Companies: Nil
7.	Shaila J. Patil Designation: Independent Director Address: C/30 Saptaparni, Near Vivekanand Sankul, Sector 04, Sanpada, Thane-400705, Maharashtra, India Occupation: Business Nationality: Indian Term: Appointed as Independent Director for the period of five (5) years w.e.f. January 11, 2018 DIN:08050695	37 Years	Public Limited Companies: Nil Private Limited Companies: Nil
8.	Dhanyakumar B. Mahamuni Designation: Independent Director Address: 203 United Residency, 159B Railway Lines, Near Sonamata School, Solapur-413001, India Occupation: Professional Nationality: Indian Term: Appointed as Independent Director for the period of five (5) years w.e.f. January 11, 2018 DIN: 08049352	54 Years	Public Limited Companies: Nil Private Limited Companies: Nil

The Board of Director in their meeting held on January 11, 2018 appointed Mr. Snehal Patil as Chief Financial Officer (CFO) of the Company under Sect ion 203 of Companies Act, 2013.

Ms. Isha Kulkarni was appointed as Company Secretary & Compliance Officer and key managerial personnel under sect ion 203 of Companies Act, 2013 by the Board of Directors of the Company in their meeting held on February 1, 2018.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CONSTITUTION OF COMMITTEES AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with Sect ion 177(1) of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board of Directors had not accepted any recommendation of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

The Company has constituted Nomination and Remuneration Committee in accordance with Section 178 of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted Stakeholder relationship Committee in accordance with Sect ion 178 of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of Section 134 of Companies Act, 2013, Directors, to the best of their knowledge and belief, state that -

(i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to 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 the year ended on that period;

(iii) the directors had taken proper and sufficient care 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) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(v) 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 the year ended on that period;

(vi) the directors had taken proper and sufficient care 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;

(vii) the directors had prepared the annual accounts on a going concern basis;

(viii) 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; and

(ix) 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.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31st March, 2018 as per Section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

PERFORMANCE EVALUATION OF THE DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance as well as of its Committees thereof and of the Directors individually. The manner in which the evaluation has been carried out has been covered in the Corporate Governance Report.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and KMPs. The Remuneration Policy is stated in the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of Section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is annexed to this Report.

NUMBER OF MEETINGS OF THE BOARD

There were 11 (Eleven) meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

AUDIT COMMITTEE RECOMMENDATIONS

All the recommendations made by the Audit Committee were accepted by the Board. CORPORATE GOVERNANCE

A separate section on Corporate Governance forms a part of our Report. A certificate has been received from the Secretarial Auditor of the Company regarding compliance of requirements of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDITORS - STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the Members of the Company at the 13th Annual General Meeting (‘AGM'') held on 30^th September, 2016, appointed M/s. Chetan Joshi & Co., Chartered Accountants (Firm Registration No. 128063W) as the Statutory Auditors of the Company to hold office for period of 5 (Five) years from the conclusion of the 13^th AGM until the conclusion of 18^th AGM of the Company subject to ratification at every AGM of the Company. A suitable resolution for ratification of their Appointment as Statutory Auditors for the Financial Year 2018-19 is included in the Notice of the 15th AGM.

Considering applicability of the provisions of Section 40 of the Companies (Amendment) Act, 2017 notified with effect from 7th May, 2018, as notified by the Ministry of Corporate Affairs, the requirement of ratification of appointment of Auditors by Members at every AGM has been omitted.

However, considering the resolution passed at the 14^th AGM, the Board as an abundant caution recommends the ratification of the Statutory Auditor at this AGM and the Board is of the opinion that no ratification for the appointment of the Statutory Auditors would be required from next AGM and they shall continue to hold office of Statutory Auditors till the conclusion of the 18^th AGM of the Company.

There is no audit qualification, reservation or adverse remark for the year under review.

Additionally, pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the Members of the Board at the Meeting held on May 4, 2018, appointed M/s. Mittal and Associates,, Chartered Accountants (Firm Registration No. 106456W) as the Joint Statutory Auditors of the Company to hold office for period of 5 (Five) years from the conclusion of the 15th AGM until the conclusion of 20th AGM of the Company subject to ratification at every AGM of the Company. A suitable resolution for ratification of their Appointment as Joint Statutory Auditors for the Financial Year 2018-19 is included in the Notice of the 15th AGM.

However, considering the resolution passed at the meeting of the Board, the Board as an abundant caution recommends the ratification of the Statutory Auditor at this AGM and the Board is of the opinion that no ratification for the appointment of the Statutory Auditors would be required from next AGM and they shall continue to hold office of Statutory Auditors till the conclusion of the 20th AGM of the Company.

- SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder the secretarial audit were not applicable to the Company for the year ended on March 31, 2018.

PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules made thereunder, the Company had formulated and adopted a Policy on Prevention of Sexual Harassment at Workplace. The Company has not received any complaint of sexual harassment during the year under review.

RISK MANAGEMENT POLICY

Your Company has implemented mechanism to identify, assess, monitor and mitigate various risks and has formulated a Risk Management Policy. The Audit Committee and the Board of Directors are informed of the Risk assessment and minimization procedures.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013, the brief outline of the CSR Policy of your Company, composition of the Committee and report on initiatives undertaken by your Company on CSR activities during the year are set out in Report annexed, in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. Your Company has made the Suo-moto contribution towards CSR activities, as the same were not statutorily required for the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Information regarding loans, guarantees and investments as required under the provisions of Section 186 of the Companies Act, 2013 is not applicable to the Company as the Company is exempted under the category of “the companies providing consulting in the infrastructure segment”.

RELATED PARTY TRANSACTIONS

All related party transactions during the year were on arm’s length basis and not in conflict with the interest of the Company. The particulars of the said transactions along with other contracts/arrangements are also briefed in the Notes to the financial statement which sets out related party disclosures. A Statement containing particulars of contracts/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 arms’ length transactions in prescribed form AOC-2 is annexed.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed through the following portal link: www.dhruvconsultancy.in

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and specified employees in the course of day to day business operations of the Company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behavior in any form and the Board has laid down certain directives to counter such acts. Such code of conduct has also been placed on the Company’s website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. A declaration to this effect signed by the Managing Director of the Company appears elsewhere in this annual report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed. The information about Top Ten Employees in terms of remuneration will be available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism Policy/ Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. Staying true to our core values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and Stakeholder Responsibility. The said Policy ensures that strict confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no discrimination will be meted out to any person for a genuinely raised concern. The Policy on Vigil Mechanism/Whistle Blower Mechanism may be accessed through website of the Company viz. www.dhruvconsultancy.in

JOINT VENTURE / CONSORTIUM

Following are the Companies/LLP which are Associates/Consortium of the Company:

^ DCSPL Association With ISSPL for the following projects -

Consultancy Services for including preparation of Detailed Project Report of National Highways for up gradation to Two/Four lane with paved shoulder configuration -

i) Omerga Ausa Latur Renapur Pangaon Dharampuri Parli Injegaon Road

ii) Nanded Kinwat Mahur Arni

iii) Kalyan to AP Border section of NH-61 (Malshej Ghat)

iv) Karimnagar Siricilla Kamareddy Yellareddy Pitlam NH-161

v) Siricilla Siddipet Duddeda

STATUTORY DISCLOSURES

A statement containing salient features of the financial statement of the associates in the prescribed Form AOC-1 is annexed to this Report. The audited financial statements of the said companies will be kept for inspection by any Member of the Company at its Registered Office during business hours and as per the provisions of Section 136(1) of the Companies Act, 2013, a copy of the same will be made available to any shareholder on request.

A Cash Flow Statement for the Financial Year 2017-18 is attached to the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company primarily being a Consulting Company in the Infrastructure segment and not involved in any industrial or manufacturing activities, the Company has no particulars to report regarding conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 and Rules made thereunder.

During the year under review, the Company did not have any foreign exchange earnings, or the foreign exchange outgo towards Business promotion, Advertisement expenses, Legal consultancy and Professional fees.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an effective internal financial control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedure. The Company’s internal financial control system is commensurate with its size, scale and complexities of its operations.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND OPERATIONS OF THE COMPANY

During the year under review there are no significant or material orders passed by any Regulator, Court or Tribunal against the Company, which could impact its going concern status or operations.

CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company’s operations include changes in the government regulations, developments in the infrastructure segment, tax regimes and economic developments within India or abroad.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors wish to place on record their sincere appreciation, for the contribution made by the employees at all levels for their hard work and support, your Company’s achievements would not have been possible without their efforts. Your Directors also wish to thank all Shareholders, Clients, Government and Regulatory authorities and Stock Exchanges, financial authorities, customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Your Directors also thank the Ministry of Corporate Affairs, stakeholders, advocates, solicitors and business associates for their continuous support.

By and behalf of the Board of Directors

For DHRUV CONSULTANCY SERVICES LIMITED

Place: Navi Mumbai Tanvi T. Auti

Date: August 11, 2018 Managing Director

DIN:07618878