Dhruv Consultancy Services Ltd Directors Report

To,

Dear Members,

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)

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

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 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.

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 theprofitsof 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 ofAligarh-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 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 offic to determination personswhoseperiod 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. relate and 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 interest and of the Company. the best 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

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 fulfilthe 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, 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

CommitteeandCorporateSocialResponsibilityCommittee 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 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.

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 of the Company during 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 of the 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 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 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 profitand 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 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 sufficientto 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

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 of the Company during business 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

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) 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

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

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 statement of the consortium companies in the prescribed are annexed to this Report. The audited financial 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 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.