Dhruv Consultancy Services Ltd Directors Report

To,

The Members,

Your Board of Directors ("Board") present the 23rd 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, 2026.

1. CORPORATE OVERVIEW

Dhruv Consultancy Services Limited (DCSL or the Holding Company) having its registered office at 501, Plot No. 67, Pujit Plaza, Opp. K-STAR Hotel, Sector-11, C.B.D. Belapur, Navi Mumbai-400614, was incorporated on August 26, 2003 vide certificate of incorporation No. L42204MH2003PLC141887 issued by the Registrar of Companies, Maharashtra, Mumbai, operating as an infrastructure Consultancy firm, delivering strategic expertise and engineering. solutions to Clients in India and abroad.

2. KEY FINANCIAL HIGHLIGHTS (Standalone &Consolidated)

Financial Year	Standalone	Consolidated
	2025-2026	2024-2025	2025-2026	2024-2025
Total Revenue	4395.60	10352.06	4395.60	10352.06
Earnings Before Interest, Depreciation, Tax and Amortization (EBITDA)	7584.80	2082.45	7591.11	2082.45
Finance Charges	149.21	205.16	149.21	205.16
Depreciation	435.35	453.61	435.35	453.61
Net Profit / (Loss)Before Tax	(3773.77)	918.99	3780.07	918.99
Tax expense for the year	(931.65)	223.96	(931.65)	228.68
Other Comprehensive Loss/income (net of tax)	43.44	(18.86)	43.95	(13.77)
Total Comprehensive lncome/(Loss)	(2798.68)	676.16	(2804.48)	676.17
Balance of Profit brought forward	(2798.68)	676.16	(2804.48)	676.54
Balance available for appropriation	(2798.68)	676.16	(2804.48)	676.54
Amount transferred to retained earnings	(2798.68)	676.16	(2804.48)	676.54
Dividend paid on Eguity Shares	-	77.66	-	77.66
Surplus carried to Balance Sheet	335.89	598.5	320.45	598.5

3. BUSINESS PERFORMANCE & STATE OF COMPANY AFFAIRS

The total revenue for the financial year under review was Rs. 4395.60 Lakhs as against Rs. 10352.06 Lakhs for the previous financial year registering a decrease of Rs. 5956.46 Lakhs. The Company reported a Loss Before Tax of Rs. 3,773.77 Lakhs for the financial year under review as compared to a Profit Before Tax of Rs. 918.99 Lakhs in the previous financial year. After accounting for tax and other comprehensive income, the Company reported a Total Comprehensive Loss of Rs. 2,798.68 Lakhs as against a Total Comprehensive Income of Rs. 676.16 Lakhs in the previous financial year.

This has arisen from revisions to project cost and margin estimates undertaken in accordance with Ind AS 8 and Ind AS 115 following a detailed review of select long-term contracts.

Secondly, this is a non-cash accounting impact, and it is only a book adjustment resulting from refinement of the previously estimated project, and the overall project margins still remain in profits and with strong execution capability of the Company.

It does not involve any outflow of funds. It does not impact any operational cash flows. This revision reflects a prudent and conservative alignment of the revenue recognition with current project evaluations, and it should not be interpreted as a weakening of our core business fundamentals

Importantly, the project-level profitability remains positive across the majority of the ongoing assignments. Operationally, we continue to remain stable and resilient. Our order book remains strong. This provides a healthy revenue visibility for the coming quarters and reinforcing confidence in our execution momentum and long-term growth strategy.

In summary, despite the one-time accounting impact, our underlying business remains robust, which is supported by diversified mandates, long-duration contracts, sectoral expansion and a healthy order pipeline.

Your Company had incorporated One Wholly Owned Subsidiary (WOS) in 2024 in the UK under the name & style of "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, 2026.

On a consolidated basis, the Companys total revenue for the financial year under review stood at Rs. 4,395.60 Lakhs as against Rs. 10,352.06 Lakhs in the previous financial year, registering a decrease of Rs. 5,956.46 Lakhs.

The Company reported a Loss Before Tax of Rs. 3,780.07 Lakhs for the financial year under review as compared to a Profit Before Tax of Rs. 918.99 Lakhs in the previous financial year. After accounting for tax and other comprehensive income, the Company reported a Total Comprehensive Loss of Rs. 2,804.48 Lakhs as against a Total Comprehensive Income of Rs. 676.17 Lakhs in the previous financial year.

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.

4. DIVIDEND

In view of the loss incurred by the Company during the financial year ended 31 March 2026, the Board of Directors has not recommended any dividend for the financial year 2025-26. Accordingly, no dividend has been declared by the Company for the said financial year.

5. TRANSFER TO RESERVES

During the period under review, the Company has not transferred any amount to the Reserves.

6. LISTING INFORMATION, CURRENT UPDATES AND SHARE CAPITAL

The Equity Shares of your Company are Listed on the following Stock Exchanges under the ISIN:

Stock Exchange	Bombay Stock Exchange	National Stock Exchange
Platform	Main Board	Main Board
Symbol	DHRUV	DHRUV
ISIN	INE506Z01015	INE506Z01015
Scrip Code	541302	NA

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, 2026.

The Company has paid Listing Fees for the Financial Year 2025- 2026 to the Stock Exchanges viz BSE Limited & The National Stock Exchange of India Limited, where its equity shares are listed.

7. OPERATIONS

During the financial year under review, the Company continued to strengthen its presence in the infrastructure consultancy and project management segment and was awarded several significant assignments across various infrastructure sectors and geographical regions.

The assignments secured during the year comprise EPC-related activities, project management consultancy, authority engineering services, detailed project reports and feasibility studies, construction supervision, operation and maintenance consultancy and other allied infrastructure consultancy services.

The Companys order inflow during the year reflects continued demand for its technical and project management capabilities.

During the year, the Company was awarded the following projects:

1. Widening and Strengthening / Reconstruction to Four- lane of Gola Muri in the State of Jharkhand on EPC mode.

2. Appointment of Consultant for Route Alignment Survey/ Detailed Engineering Survey and Preparation of Feasibility Study Report (FSR), Detailed Project Report (DPR) & Obtaining its Approval from Railway for the Construction of New Line to Develop a Railway Private Siding for Rohne Coal Block of NMDC.

3. Design Services For Community / Industrial Infrastructure And Public Facilities - Phase T Contract No. JCPDI R-3016

4. Consultancy services for Construction of Link Taxiway (Approx length 1400m)from Existing MIEIAN Taxiway up to 3-lane road at Sector-10 within processing SEZ of MIEIAN notified area Nagpur & (Approx. Length 550m) from Existing MIEIAN.

5. Consultancy services as Independent Engineer during Operation and Maintenance for the project Four laning of Kundapur-Surathkal section and New Mangalore Port Road Connectivity in the state of Karnataka.

6. PMC for Supervision, Monitoring and Quality Control for the "Construction of Awadh Underpass Chauraha in district Lucknow.

7. Supervision Consultancy services for O&M section of JNPT Package 1, 2, 3 & 4

8. Consultancy Services for preparation of DPR/Feasibility Report of (a) Development of Km 33.000 to Km 39.000 and Km 43.000 to Km 50.000 of NH-85 (b) 2L+PS Connectivity of Kannur Airport from NEI-66 (c) 4 lane connectivity from Ramanattukara to Calicut International Airport (b) 4 Lane connectivity between Kodungallur on NEI-66 and Angmaly on NEI-544 (Western Ernakulam Bypass) (d) Road from Fort Vypin to Matysyafed Tourist Office in the State of Kerala.

9. Consultancy Services for Supervision Consultants (SC) of Operation & Maintenance of Two Lane with Paved Shoulder of Dindigul to Natham section from Km 0+000 to Km 38+000 of NEI-383 in the State of Tamil Nadu.

10. Consultancy Services for Authoritys Engineer for Sinhasth Kumbh Package B:

1. Improvement and widening of Peth Torangan EHarsul Waghera Amboli Trimbakeshwar Pahine Devgaon Ghoti Road SEH 23 Km 102/00 to 184/400 Tal. Trimbakeshwar Dist. Nashik.

2. Improvement and Widening of Adgaon Girnare Waghera Elarsul Ozarkhed Road SEH 28 km 27/700 to 36/00 and 48/00 to 83/200 Tal. Trimbakeshwar Dist. Nashik.

11. Consultancy services for Preparation of DPR for 4-laning of Malegaon Manmad Kopargaon in the State of Maharashtra.

12. Consultancy Services of Preparation of DPR for Construction of Ring Road to Dhule City connecting NH-53 to NH-52 in the State of Maharashtra.

13. Consultancy services for preparation of Detailed Project Report including designing for construction of 3 Nos. Bridge including Grill/ Drop Gate at different locations (GIN-87, GIN-88, GIN-90) and construction of 13 Nos. Grill/ Drop Gate at different locations (GIN-83-A, GIN- 101-B, GIN-101-D, GIN-101 -F, GIN-101-G, GIN-101-H, GIN-101- J, GIN 101 -K, BP. No. 203/3-S to 203/4-5, BP. NO.203/6-R to 203/5-S, BP. No. 218/1 -S to 218/1 -S, BP. No. 219/MP to 219/MP & BP. No. 219/10-R to 219/12- R) in Malda & Murshidabad District and construction of 1 No. Grill / Drop Gate at GIN -44-A in Nadia District of West Bengal Sector along Indo-Bangladesh Border Roads (IBB)

14. Consultancy Services for Preparation of DPR for construction of 4-lane Southern Bypass of Jalgaon City in the State of Maharashtra.

15. 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 Elighway (MSEH- 04), Maharashtra on EPC Mode.

16. PMC Panvel Bridge

17. Supervision Consultant Services for "Operation & Maintenance of 2-lane with paved shoulders of stretch from Km.23.000 to Km.108.800 for a length of 85.80Kms of Hyderabad (Near Tukkuguda) to Dindi Section of NH- 765 in the state of Telangana on PBMC Mode.

18. Project Management Consultancy (PMQ for Consultancy Services for Construction Supervision of construction work of 04-lane rail over-head bridge, 04-lane flyover on GT Road and 02-lane flyover on Ghantaghar Road instead of level crossing no. 02 Special (near Jarib Chowki) of Kanpur-Anwarganj-Rawatpur railway section (North Eastern Railway) in district Kanpur (UP) and Project Management Consultancy (PMq for Consultancy Services for Construction Supervision Construction of ganga river bridge and approach road adjoining Kanpur nagar to shuklaganj- unnao at SO meter u/s form old damaged ganga bridge in distt Kanpur nagar.

19. Consultancy Services for preparation of DPR for the capacity augmentation of Varanasi-Jaunpur-Sultanpur- Lucknow stretch in the state of Uttar Pradesh

8. NATURE OF BUSINESS

During the year under review, the Company has obtained the members approval for additional activities which can be carried out, namely related to support for construction, construction supervision, manpower supply for construction activities, and consultancy services, in addition to its existing business activities.

Further, pursuant to the Special Resolution passed by the Members at the 22nd Annual General Meeting of the Company held on 22nd September 2025, the Objects Clause of the Memorandum of Association of the Company was altered to suitably incorporate the aforesaid activities and related objects.

The Company continues to explore opportunities in these areas with a view to broadening its business operations and enhancing its long-term growth prospects.

9. BOARD POLICIES

In alignment with statutory requirements under the Act and SEBI Listing Regulations, the Company has hosted all its board- approved policies on the website at https://dhruvconsultancy.in/ corporate-governance/

10. 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.

11. 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 the Practising Company Secretary confirming compliance with corporate governance norms, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report.

12. 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 and Auditors report, 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.

13. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026 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 Companys website at https://dhruvconsultancy.in/annual-general-meeting

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no 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, Mrs TANVI T AUTI (DIN: 01202414), Managing Director of the Company, retires by rotation at the ensuing AGM and, being eligible, offers herself for re-appointment. A Profile of Mrs TANVI T AUTI, 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 T AUTI, Managing Director

(ii) Mr Akhilesh Dandawate, Chief Financial Officer

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

d) Resignations & Appointments

During the financial year under review, there were no other changes in the Key Managerial Personnel of the Company, apart from as captured in the last years Annual Report.

e) 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.

15. Independent Directors Declaration and Statement on Compliance of 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 judgement 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 people 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.

Pursuant to the Act and SEBI Listing Regulations, the independent directors must hold at least one meeting in a financial year without the presence of non-independent directors and members of the Management. Accordingly, independent directors of the Company met on 13 February, 2026 and noted the report of performance evaluation of the Board and Committees for the year 2025-26; reviewed the performance of non-independent directors and the Board as a whole; reviewed the performance of the Chairman of the Board, taking into account the views of executive and non-executive directors; and assessed the quality, quantity, and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Suggestions of the independent directors were noted by the Board

16. Statement regarding opinion of the board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

Based on the declarations, confirmations and disclosures received from the Independent Directors and the assessment undertaken by the Board, the Board is of the opinion that the Independent Directors of the Company possess the requisite integrity, expertise, experience and proficiency required to discharge their duties and responsibilities effectively.

The Board is further of the opinion that the Independent Directors fulfil the criteria of independence prescribed under the Companies Act, 2013 and the SEBI Listing Regulations and are independent of the Management.

17. 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 2025-26 with regard to the Financial Statements and other matters. The said Certificate forms part of this Report.

18. 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 the date of this report, the Board comprised of 8(Eight) Directors, including four Independent Directors, a 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
1 07618878	Tanvi T. Auti	Executive	Manging Director
2 01202414	Pandurang B. Dandawate	Non-Executive	Chairman & Director
3 02852334	Jayashri 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	Independent Director
7 09680618	Saleem kWadgaonkar	Non-Executive	Independent Director
8 10486919	Sharadchandra Chaphalkar	Non-Executive	Independent Director

b. Meetings of the Board

The Board of Directors duly met 5(Five) times during the financial year from April 3, 2025, May 15, 2025, August 12, 2025, November 13, 2025, and February 13, 2026.

c. 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 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 Companys 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 underthe Act and underthe 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, 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.

f. Conflict of Interests

To ensure absolute transparency and the highest standards of corporate governance, all Directors provide annual disclosures regarding their external directorships and committee memberships, with timely updates provided as changes occur throughout the year.

This rigorous practice underpins the Companys commitment to identifying and preventing potential conflicts of interest. In line with statutory requirements and the Companys Code of Conduct, any Board Member having a personal interest or concern in a matter under discussion abstains from both the deliberation and the voting process for such transactions. This ensures that all Board decisions are made objectively and in the best interests of the Company and its stakeholders.

19. 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.

In the Year 2024-2025, 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.

20. GENERAL MEETING

During the year under review, the Company conducted its 22nd Annual General Meeting on 22nd September, 2025 through means of Video Conferencing as per the guidelines issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India, respectively.

21. 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.

22. AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139(2)(b) of the Companies Act, 2013, an audit firm may be appointed for two terms of five consecutive years each. Accordingly, based on the recommendation of the Audit Committee, the Board had approved the re-appointment of Mittal And Associates, Chartered Accountants, as the Statutory Auditors of the Company for a second term of five consecutive years, subject to the approval of the Members. The Notice convening the 20th Annual General Meeting ("AGM") included the proposal for their re-appointment for a second term of 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 re-appointment was duly approved by the Members at the AGM held on September 25, 2023.

However, during the financial year, Mittal And Associates, Chartered Accountants, resigned as the Statutory Auditors of the Company with effect from November 13, 2025. The resignation was on account of the resignation of the signing partner from the firm, due to which the firm expressed its inability to continue with the statutory audit assignment 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 2025-26 for any of the three preceding financial years.

Secondly, pursuant to the provisions of Sections 139 and 142 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, S. N. Karani & Co., Chartered Accountants (Firm Registration No. 104828W), were appointed as the Joint Statutory Auditors of the Company by the Board of Directors at its meeting held on May 27, 2024, to hold office up to the conclusion of the ensuing Annual General Meeting, subject to the approval of the Members. Their appointment as the Joint Statutory Auditors was set out in detail in the Notice convening the previous Annual General Meeting and was duly approved by the Members at the Annual General Meeting held on September 2, 2024. Subsequently, Mittal And Associates, Chartered Accountants, resigned as the Statutory Auditors of the Company with effect from November13, 2025, on account of the resignation of the signing partner from the firm, owing to which they expressed their inability to continue with the audit assignment of the Company.

Consequent to the aforesaid resignation, S. N. Karani & Co., Chartered Accountants (Firm Registration No. 104828W), continue as the Statutory Auditors of the Company and shall hold office up to the conclusion of the 26th Annual General Meeting of the Company, in accordance with the terms of their appointment and the applicable provisions of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Atul V. Kulkarni, Proprietor of Atul Kulkarni & Associates, Company Secretaries, holding

Certificate of Practice No. 8392 and Peer Review Certificate No. 1208/2021, as the Secretarial Auditor of the Company for a term of five consecutive years commencing from April 1, 2025, and ending on March 31, 2030.

Accordingly, Mr. Atul V. Kulkarni continues as the Secretarial Auditor of the Company for the financial year under review. The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed to this Report

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

23. REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of the Act and rules framed thereunder.

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 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 Companys 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 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 to implementation.

The management team has assessed the effectiveness of the Companys internal control over financial reporting as at March 31, 2026 and believesthatthese systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

25. DIRECTORS RESPONSIBILITY STATEMENT

Based on the robust framework of internal financial controls and compliance systems maintained by the Company, as well as the thorough assessments conducted by internal, statutory, and secretarial auditors, and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and reviews by management and pertinent board committees, including the Audit Committee, the Board affirms that the Companys internal financial controls were deemed adequate and effective for the financial Year 2025-26.

In pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, state that

• That in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures

• That 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 loss of the Company for the year ended on that period

• That 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

• That the directors had prepared the annual accounts on a going concern basis

• That 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

• That 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

26. 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 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 FY24 onwards. Your Company is committed to present it to the stakeholders as and when the same shall be statutorily applicable.

27. SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANIES

As at 31 March 2026, the Company had one wholly owned subsidiary, namely Dhruv International Private Limited, incorporated in the United Kingdom. The Company did not have any associate company or joint venture within the meaning of the Companies Act, 2013 during the financial year under review.

The salient features of the financial statements of the subsidiary, as required under the applicable provisions of the Companies Act,

2013, are provided in Form AOC-1 annexed as Annexure E.

Subsequent to the close of the financial year, the Company subscribed to equity shares aggregating to Rs.55,000, representing 55% of the paid-up equity share capital of Verul Drivehub Private Limited. Consequently, Verul Drivehub Private Limited became a subsidiary of the Company.

The aforesaid event has been appropriately disclosed as a subsequent event in the Annual Report.

28. VIGIL MECHANISM

Your Company has established a 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/wp-content/uploads/2022/08/Whistle- Blower-Policy-Vigil-Mechanism.pdf.

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 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.

29. HUMAN RESOURCES: DRIVING PERFORMANCE,

CAPABILITY & CULTURE

During FY 2025-26, the Eluman Resources function played a pivotal role in strengthening Organizational Capability, enhancing Workforce Productivity, and building a future-ready talent ecosystem. Key initiatives across Payroll, FIR Operations, Learning & Development, Organization Development, and Talent Acquisition were strategically aligned to business priorities, enabling Operational Excellence and sustainable Growth.

30. 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.

31. 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, 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.

32. 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) To 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 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) The relationship of remuneration to performance is clear and meets appropriate performance benchmarks

(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 Companys 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 Companys Nomination and Remuneration Policy for Directors, Key Managerial Personnel and senior management is available on the website of the Company at https://dhruvconsultancy.in/wp- content/uploads/2022/02/h-Nomination-and-Remuneration- Policy.pdf

33. 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).

34. 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 investment made have been provided in the Financial Statements and Notes to the Accounts.

35. EXPLANATION TO REMARKS: IN THE STATUTORY AUDITORS REPORT

(a) The statutory audit report for the year 2025-26 does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors

(b) The secretarial audit report for the year 2025-26 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 underthe Companies Act, 2013 and rules made thereunder were filed belatedly, and additional fees have been paid; forms in respect of charge registration/release were required to be filed, and no data for 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. In respect of filing of data of MSME forms, no data of recognition of MSME has been received; it will be cured forthwith.

The Management has taken note of the observations and has initiated appropriate corrective and preventive measures to strengthen the Companys statutory compliance monitoring mechanism and to ensure timely filing of statutory forms and maintenance of requisite records and data.

The Board is committed to strengthening the compliance framework and ensuring timely compliance with all applicable statutory and regulatory requirements.

36. INTERNAL AUDITOR

Internal Audit for the year ended March 31, 2026 was carried out, and Internal Audit reports at periodic intervals as statutorily required were placed before the Audit Committee.

37. 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.

38. 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: https:// dhruvconsultancy.in/wp-content/uploads/2022/02/k- Corporate-Social-Responsibility-Policy.pdf

39. RELATED PARTY TRANSACTIONS

All contracts, transactions and arrangements with the related party entered during the Financial year were on an arms length basis, in the ordinary course of business 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 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 half yearly basis

A Statement containing particulars of contracts/arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013, including certain arms 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/wp-content/uploads/2022/02/e-Policy- on-Related-Party-Transactions.pdf

40. 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 Companys paid-up Equity Share Capital is in dematerialized form as on March 31, 2026.

41. 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 Companys operations in future.

42. 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 are no proceedings pending against or for the Company under the Insolvency and Bankruptcy Code, 2016.

43. 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.

44. 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).

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

The Company is committed to providing and maintaining a safe, inclusive and respectful working environment for all its employees and has a zero-tolerance approach towards sexual harassment at the workplace. The Company has adopted a comprehensive policy on prevention, prohibition and redressal of sexual harassment at the workplace in accordance with the provisions of the Sexual Flarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSFI Act") and the Rules made thereunder. The Company has constituted the Internal Committee in accordance with the applicable provisions of the POSFI Act and has put in place appropriate mechanisms for prevention, reporting, inquiry and redressal of complaints relating to sexual harassment at the workplace.

During the financial year under review, the Company continued to take appropriate measures to create awareness amongst employees regarding prevention of sexual harassment and to ensure a safe and conducive working environment.

The details of complaints relating to sexual harassment received and disposed of during the financial year 2025-26 are as follows:

Particulars	Number
Number of complaints of sexual harassment received during the financial year	Nil
Number of complaints disposed of during the financial year	Nil
Number of complaints pending as at 31 March 2026	Nil

Accordingly, there were no complaints relating to sexual harassment pending for disposal as at 31st March 2026.

46. 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.

47. 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 payout.

The policy is available on the website of the Company i.e. https:// dhruvconsultancy.in/wp-content/uploads/2023/08/Dividend- Distribution-Policy.pdf

48. CHANGE IN NATURE OF BUSINESS

During the period under review, the Company has made some ancillary changes in the object clause of Memorandum of Association (MOA) through the special resolution passed in the AGM held on 22nd September,2025.

49. 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:

There were no foreign exchange earnings or outgo during the year under review.

50. 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.

51. STATUTORY DISCLOSURES

A statement containing salient features of the financial statements 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 2025-26 is attached to the Balance Sheet.

52. CYBER SECURITY

In view of the increasing incidence of cyber-attacks, the Companys cyber security systems are periodically reviewed, and its processes and technology controls are continuously strengthened in line with evolving threat scenarios. The Companys technology environment is supported by real-time security monitoring, with appropriate controls implemented across multiple layers, including end-user devices, network infrastructure, servers, applications, and data.

53. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:

The Ministry of Corporate Affairs, Government of India ("MCA") vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020 and 09/2024 dated, September 19, 2024, ("MCA Circulars") had allowed conduct of Annual General Meetings ("AGM") by Companies through Video Conferencing/ Other Audio-Visual Means ("VC/ OAVM") facility up to September 30, 2025, in accordance with the requirements provided in paragraphs 3 and 4 of the MCA General Circular No. 20/2020. Further, MCA vide General Circular No. 3/2025 dated September 22, 2025, has decided to allow companies to conduct their AGMs through VC/ OAVM, till further orders, in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated May 05, 2020. The Securities and

Exchange Board of India ("SEBI") also vide its Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated October 3, 2024 ("SEBI Circulars") have provided certain relaxations from compliance with certain provisions of the SEBI Listing Regulations, including printing and dispatching of Physical Copies of Annual Reports and to conduct the AGMs through VC/ OAVM. Flowever, in terms of Regulation 36(1) (c) of the LODR Regulations, the Company is required to send a hard copy of the full Annual Report to those shareholders who request the same.

Members who wish to have a 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 addresses are registered with the Company or the Depository Participant(s). Those members whose email addresses 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, 2026, 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/

54. 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.

55. CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis describing the Companys 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 Companys operations include changes in government regulations, developments in the infrastructure segment, tax regimes and economic developments within India or abroad.

56. ACKNOWLEDGEMENTS! APPRECIATION

The Board of Directors places on record its sincere appreciation for the continued trust and confidence reposed in the Company by its shareholders and other stakeholders.

The Board also acknowledges the valuable support and cooperation extended by the Companys clients, lenders, business partners, Government authorities, regulatory bodies, stock exchanges, depositories and other stakeholders.

The Board expresses its appreciation to the Companys employees and management team for their commitment, dedication and contribution during the year under review. Their continued efforts remain integral to the Companys operations and its pursuit of sustainable long-term growth.