Dhruva Capital Services Ltd Directors Report

To

The Members of

DHRUVA CAPITAL SERVICES LIMITED

Your Directors have pleasure in presenting the 31 st Boards Report of your Company together with the Audited Financial Statements and the Auditors Report for the financial year ended on 31 st March, 2025.

1. FINANCIAL RESULTS

The Companys financial performance for the year ended on 31 st March, 2025 is summarized below:

(Rs.in Lakhs)

For the year ended	2024-2025	2023-2024
Income From Operations	212.88	114.73
Other Income	1.93	00.15
Gain on Sale of Assets, Shares and Rural Agricultural Land (Exceptional Items)	23.85	436.83
Operational Expenses	65.65	23.74
Depreciation & Amortization expenses	2.63	0.60
Profit/Loss before exceptional items & Tax	170.38	527.37
Exceptional Items	0.00	83.94
Profit/Loss before exceptional items & Before Tax	170.38	443.43
Provision for taxation
1. Current Taxes	44.29	17.98
2. Deferred Taxes	0.00	(0.22)
Profit / Loss after Tax	(110.84)	425.23
Balance carried to Balance Sheet	(110.84)	425.23

2. PERFORMANCE:

The Company reported a net loss of ? (110.84) lakhs for the financial year ended March 31, 2025, as against a net profit of ?425.67 lakhs for the previous financial year ended March 31, 2024.

3. REVIEW OF OPERATIONS & FUTURE OUTLOOK:

During the financial year under review, the Company incurred a net loss of ?(110.84) lakhs. Despite the challenges, the Company remains committed to its strategic goals, with a focus on enhancing operational efficiency and identifying new avenues for sustainable growth. Measures are actively being undertaken to streamline internal processes, optimize cost structures, and boost revenue generation. Management is confident that these efforts will contribute to improved financial performance in the upcoming periods.

4. PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review, falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

5. TRANSFER TO RESERVE

During the year under review, no amount was transferred to the Reserve and Surplus account, as the Company incurred a net loss of ? (110.84) lakhs.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business of the Company.

7. DIVIDEND

Since your Company has not made profit during the year under review, your directors have not recommended any dividend.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Act, the Directors state:

(i) that in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2025 and of the profit of the company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis;

(v) that proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

9. SHARES CAPITAL:

The Authorised Share Capital of the Company is Rs.15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/- each as on March 31, 2025.

a. INCREASE IN AUTHORISED SHARE CAPITAL:

During the year under review, Company with approval of Shareholders in the Extra-Ordinary General Meeting (EGM) dated March 10, 2025 has increased the Authorised Share Capital from existing Rs. 4,50,00,000 (Rupees Four Crore Fifty Lakhs only) divided into 45,00,000 (Forty-Five Lakh) Equity Shares of face value of 10/- each to Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crores Fifty Lakh) Equity shares of Rs. 10/.

b. CHANGES IN SHARE CAPITAL

The Paid Up Equity Share Capital as on 31 st March 2025 was Rs. 4,06,17,000/-.

c. ISSUE OF SWEAT EQUITY SHARES

The Company has not issued any Sweat Equity Shares during the year under review.

d. ISSUE OF EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e. ISSUE OF EQUITY SHARES WITH DIFFERNTIAL RIGHTS

The Company has not issued any Equity shares with differential rights during the period under review.

10. RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year under review were conducted at arms length, in the ordinary course of business, and in compliance with the applicable provisions of the Companies Act and the SEBI Listing Regulations. There were no materially significant related party transactions that could have a potential conflict with the interests of the Company at large. Wherever required, prior approval of the Audit Committee and the Board was duly obtained for such transactions.

Furthermore, the Company has not entered into any arrangement or transaction with related parties that would be considered material under the SEBI Listing Regulations and the provisions of the Companies Act. All related party contracts entered into during the financial year were in the ordinary course of business and conducted at arms length.

11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any Subsidiary, Joint Venture and Associate Company.

12. ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 a copy of Annual Return is uploaded on the website of the Company at www.dhruvacapital.com

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following are the changes in the Board of the Company during the year under review:

DIN/PAN	Name	Particulars of Change	Appointment/ Cessation date
00301108	Meena Karnawat	Resignation as Director	10-07-2024
00863821	Ashok Kumar Doshi	Resignation as Director	10-07-2024
07000988	Upendra Tater	Resignation as Director	10-07-2024
01895499	Shreeram Bagla	Appointment as Additional Director*	10-07-2024
10414115	Rachna Suman Shaw	Appointment as Additional Director*	10-07-2024
10414606	Sridhar Bagla	Appointment as Additional Director*	10-07-2024
06624722	Prodyut Purkait	Appointment as Additional Director*	10-07-2024
07043618	Hitu Gambhir Mahajan	Appointment as Additional Director*	10-07-2024
10435916	Altab Uddin Kazi	Appointment as Additional Director*	10-07-2024
EKDPK1355P	Ritika Kumawat	Resignation as Company Secretary	10-07-2024
06887517	Mohammad Mustafa	Appointment as Additional Director*	22-08-2024
ABSPL5916F	Priti Lakhotia	Appointment as Company Secretary	22-10-2024
AESPJ8542E	Roshan Lal Jain	Resignation as CFO	22-10-2024
AGRPR5354F	Amit Rathi	Appointment as CFO	22-10-2024
00300998	Kailash Karnawat	Resignation as Director	22-10-2024
06887517	Mohammad Mustafa	Resignation as Director	21-11-2024
03473849	Chanchal Kedia	Appointment as Additional Director	06-12-2024
06624722	Prodyut Purkait	Resignation as Director	06-12-2024
BQWPP2743Q	Prodyut Purkait	Appointment as CEO	06-12-2024

* Directors were regularized at the Annual General Meeting held on September 30, 2024

Mrs. Rachna Suman Shaw, Director of the Company, in terms of section 152(6) of the Companies Act 2013, being eligible offers herself for the re-appointment, on retirement by rotation at the ensuing AGM.

14. MEETINGS OF BOARD OF DIRECTORS

During the financial year 2024-25 the Board of Directors of the Company duly met 11 (eleven) times i.e. 30.05.2024, 10.07.2024, 12.08.2024, 22.08.2024 31.08.2024, 22.10.2024, 12.11.2024, 21.11.2024, 06.12.2024, 10.02.2025 &12.02.2025. The intervening gap between the two meetings was within the period as prescribed under the Companies Act, 2013.

15. AUDIT COMMITTEE

The Composition of the Audit Committee as per Section 177 of the Companies Act, 2013 is as follows:-

S. No.	Name	Category	Designation
1.	Ms. Hitu Gambhir Mahajan	Independent Director	Chairperson
2.	Mr. Altab Uddin Kazi	Independent Director	Member
3.	Mrs. Chanchal Kedia	Independent Director	Member

16. NOMINATION AND REMUNERATION COMMITTEE

The Composition of the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 is as follows:-

S. No.	Name	Category	Designation
1.	Mr. Altab Uddin Kazi	Independent Director	Chairman
2.	Mrs. Chanchal Kedia	Independent Director	Member
3.	Ms. Hitu Gambhir Mahajan	Independent Director	Member

17. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of the Stakeholders Relationship Committee as per Section 178 of the Companies Act, 2013 is as follows:-

S. No.	Name	Category	Designation
1.	Mr. Altab Uddin Kazi	Independent Director	Chairman
2.	Mr. Shreeram Bagla	Whole-Time Director	Member
3.	Ms. Hitu Gambhir Mahajan	Independent Director	Member

18. BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the Companies Act, 2013 and rules made thereunder, the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned director being evaluated did not participate), Board as a whole, and following Committees of the Board of Directors:

i) Audit Committee;

ii) Nomination and Remuneration Committee; and

iii) Stakeholders Relationship Committee.

The extract of the policy on evaluation of performance of the Board, its Committees and Independent Directors is placed on the website of the Company at www.dhruvacapital.com

19. MEETING OF THE INDEPENDENT DIRECTORS

During FY2024-25, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on February 12, 2025. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

20. AUDITORS

STATUTORY AUDITORS AND THE AUDITORS REPORT:

In accordance with the provisions of Section 139(1) of the Companies Act, 2013, read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the Statutory Auditor, M/s. V Jalan & Co, Chartered Accountants (FRN: 320010E), was appointed as the statutory auditor of the Company to hold office till the conclusion of ensuing Annual General Meeting of the Company to be held in the year 2025.

The Auditors Report is self-explanatory and hence does not require any further clarification from the Board of Directors. The Report does not contain any reservation or adverse remark or disclaimer or qualified opinion which requires any explanation from the Board.

There is no fraud in the Company during the period under review and this is also being supported by the Statutory Auditors Report as no fraud has been reported in their Audit Report for the Financial Year ended on 31st March, 2025.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed CS Niaz Ahmed (Membership No. F9432 CP No.5965), Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the FY2024-25. He is having more than 25 years of the experience in the corporate law compliances, legal due diligence and audit, litigations, indirect taxes. The Secretarial Audit Report submitted by him, for FY2024-25 is annexed herewith marked as Annexure 1 to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments.

INTERNAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or enactment thereof for the time being in force), and on recommendation of Audit Committee M/s. Vikash Chamaria & Company, Chartered Accountants (FRN No. 325174E) was appointed as the Internal Auditor of the company to conduct an internal audit of the functions and activities of the company for the Financial Year 2025-26 at such remuneration as may be mutually agreed upon between the Board of Directors, Audit Committee and Internal Auditors.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time. There are no qualifications or adverse remarks of the Internal Auditor in the Report issued by them for the Financial Year 2024-25 which calls for any explanation from the Board of Directors.

21. MAINTENANCE OF COST RECORDS AND COST AUDIT

The requirement of maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year under review.

22. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at www.dhruvacapital.com.

23. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the IEPF Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority.

During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend was unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement of the IEPF Rules.

Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as there were no equity shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, no shares are due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

24. RISK MANAGEMENT

The Company has a robust Risk Management Policy which identifies and evaluates the business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives.

The risk management framework is aimed at effectively mitigating the Companys various business and operational risks, through strategic actions. The Risk Management Policy is made available on the website of the company at www.dhruvacapital.com

25. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATMENETS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies relating to Internal Controls over financial statements.

For the year ended 31st March, 2025, the Board is of the opinion that the Company has put in place Internal Financial Controls to ensure accuracy and completeness of accounting records, preparation of timely and reliable financial information so as to substantially reduce the risk of material misstatements and inaccuracies in the Companys Financial Statements.

26. CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility (CSR) are not applicable to the Company during the year under review hence there is no requirement to comply with section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules 2014.

27. CODE OF CONDUCT AND NON-APPLICABILITY OF CORPORATE GOVERNANCE CODE:

The Company has adopted a Code of Conduct for its employees including the Managing Director and the Key Executives. The said Code of Conduct is available on Companys Website. A report on Corporate Governance under Regulations 17 to 27 is not being given since the Schedule V and clauses (b) to (i) of Regulation 46(2) of SEBI (LODR) Regulations, 2015 are not applicable to the Company.

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

The details of conservation of energy and technology absorption are applicable to the Company as the Company is engaged in the manufacturing activities. Further, the foreign exchange earnings and outgo for the financial year ended March 31, 2025 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto as Annexure 2 and forms part of this report.

29. MECHANISM / WHISTLE BLOWER POLICY

To comply with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulation 2015, the Company has adopted a Vigil Mechanism / Whistle Blower Policy for employees and directors of the Company. Under the Vigil Mechanism Policy, the protected disclosures can be made by a victim through a letter to the Chairman of the Audit Committee.

The main objective of this policy is to provide a platform to Directors and employees to raise their concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company which have a negative bearing on the organization either financially or otherwise.

The details of the Policy is available on the website of the Company at www.dhruvacapital.com.

30. APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Remuneration Policy is included in the Corporate Governance Report, which forms part of this Annual Report. The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at www. dhruvacapital.com

31. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure-3 forming part of this report.

32. SECRETARIAL STANDARDS

The Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

33. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant material orders has been passed by any Regulators or Courts or Tribunals affecting the going concern status and Companys operations in future.

34. MATERIAL CHANGES & COMMITMENTS

There was no material changes and commitment affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate and the date of report.

35. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has adopted a Policy as per the provisions of the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints received/pending relating to sexual harassment during the year under review.

36. MANAGEMENT DISCUSSION & ANALYSIS REPORT:-

In term of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, a Management Discussion and Analysis Report are set out as a separate section in this Annual Report which forms an integral part of this report.

37. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) as emended.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder.

38. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

39. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

41. CREDIT RATING

The Company has not availed any Credit Rating.

42. GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 31 st Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Companys website at http://www. dhruvacapital.com.

43. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company makes all efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief Great People create Great Organization has been at the core of the Companys approach to its people.

44. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the various Government Authorities, the Banks / Financial Institutions and other stakeholders such as, members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Companys success. Your Directors look forward to their continued support in future.

	For and on behalf of the Board of DHRUVA CAPITAL SERVICES LIMITED
Place: Udaipur	Rachna Suman Shaw	Shreeram Bagla
Date: May 16, 2025	Whole Time Director	Whole Time Director
	DIN No.: 10414115	DIN No.: 01895499