Dhruv Consultancy Services Ltd

To,

Dear Members,

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

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

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

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

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

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

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

The Board recommends declaring a Final Dividend of Rs.

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

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

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

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

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

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

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

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

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

During the year the Company was awarded the following projects:

Sr. No. Name of Work

1. Contract for sublet PMC for Supervision, Monitoring, Quality Control, Process of billing etc. for the "Construction of 2 Lane ROB-105 & 4 Lane ROB-107A/2T in district Ayodhya on EPC mode.

2. Consultancy Services for Feasibility Study and Preparation of Detailed Project Report for Brahmpur Koransarai -Itarahi- Sarnja-Jalipur Road with connectivity to Buxar and Samdha by developing Itarahi Buxar Road and Ujiarpur - Dharam Pura - Indore Samda Road, "Package 8" from the office of Chief General Manager, Bihar State Road Development Corporation Limited (A Govt of Bihar Undertaking)

3. Consultancy Services for Independent Engineer services for supervision of the Development of Six Lane Chittoor-Thatchur Highway from km 61.380 (Veera Kaveri Raja Puram) to km 116.100 (Kannigaipair) on Hybrid Annuity Mode under Bharatmala Pariyojna in the state of Andhra Pradesh & Tamil Nadu on HAM Mode - Road Connectivity work to MMLP Chennai

4. Authority Engineer services for Four Lane of Gazipur - Ballia - UP/Bihar State Border (Greenfield) section of NH- 31 (i) Package II [from Shahapur (km 42.500) to Pindari (km 78.150)] and (ii) Package III [from Pindari (km 78.150) to Rawalganj Bypass (Km 117.120) in the State of Uttar Pradesh on EPC Mode.

5. Consultancy Services for Feasibility Study and Preparation of Detailed Project Report FOR Chapra -Manjhi Darauli-Guthani Road, "Package-6" from the office of Chief General Manager, Bihar State Road Development Corporation Limited

6. Appointment as Project Management Consultant (PMC) for integrated double decker flyover at Pune University Junction, Pune, Maharashtra from the office of Chief Engineer, Pune Metropolitan Region Development Authority, Pune, Maharashtra

7. Consultancy Services for Feasibility Study cum DPR, Survey and preparation of Land Plan for widening to lane with paved shoulders to various roads in the state of Maharashtra (Package No. DPR 3D)

8. Independent Engineering Services for the work of Construction and Upgradation to Four Lane from Siwan (Design Ch. Km 4+217) to Masrakh (Design Ch. Km 50+123) of NH-227A including promoting of Four Lane Tanrwa /Siwan Bypass (Km 0+000 to Km 4+217) of NH 531 under Backward area/Religious /Tourist Places (BRT) scheme in the State of Bihar on HAM Mode

9. Authority Engineer for construction of four lane with paved shoulder from Hassan to Adihalli EC-20 Ch. Km 00.000 Hassan to Ch. Km 37.000 Adihalli Village under Bharatmala Pariyojana on EPC Mode in the state of Karnataka (Package-I)

10. Project Supervision Services Agency (PSSA) for various works of Gati Shakthi Unit, Salem Division from the Salem Division- Gati Shakti of Southern Railway

11. Independent Engineer Services for Supervision of Development of Six Lane Access Controlled Greenfield Highway from Kodur (Ch. 0+000) to Odulapalle (Ch. 72+000) of Bengaluru-Vijayawada Economic Corridor on HAM Mode under Bharatmala Pariyojana Phase -I in the State of Andhra Pradesh (Package I)

12. Consultancy Services for Independent Engineer Services for Supervision of the Development of Six Lane Access Controlled Greenfield Highway from Chandrasekharapuram (Ch. 228+000) to Muppavaram (Ch.343+240) of Bengaluru-Vijayawada Economic Corridor on HAM Mode under Bharatmala Pariyojana Phase - 1 in the State of Andhra Pradesh (Package IV)

13. Consultancy Services for feasibility study cum DPR, Survey and preparation of Land Plan for Widening of two lanes with paved shoulders to various roads in the state of Maharashtra (under EPC Mode) - Ahmednagar Appointment of Consultant for preparation of DPR for the Highway Projects under Maharashtra Road Improvement Project Phase III (MRIP-III) = with Financial Assistance from Asian Development Bank (ADB).

14. Independent Engineer Services for Upgradation to Six Lane of Existing Four Lane Samakhiali to Santalpur Section from Km. 339+200 to Km. 4304100 on National Highway No. 27 in Gujarat on Design, Built, Finance & Transfer, BOT (Toll) Mode.

15. Consultancy Services for Independent Engineer services during the Operation & Maintenance Period for 4- laned Chikhali to Tarsod (Package-11A) Section of NH-53 (Old NH-6) from Km.360.000 to Km.422. 700 1n the State of Maharashtra on Hybrid Annuity Mode

16. Independent Engineer Services during O&M phase for four lane of the Sangli-Solapur section of NH-166 from Km. 182/556 to Km. 378/100 (Length 194.644 km) in the state of Maharashtra on HAM

17. Authority Engineer Services for Development of Six Lane greenfield Ring Road (Package-l) starts from Design Ch. 0+000 to Design Ch. 23+325 (Length =23.325 kms) around Kanpur City & Development of Six Lane greenfield Ring Road (Package-IV) starts from Design Ch. 68+650 to Design Ch. 934209 (Length = 24.559 km) around Kanpur City in the state of Uttar Pradesh on EPC mode.

18. Independent Engineer Services during O&M phase for four-lane of the Solapur to Vijayapura section of NH-52 from Design CH.110.542 in the state of Maharashtra & Karnataka on DBFOT mode & Akkalkot - Solapur section of NH-150E with paved shoulders from design Ch.99.400 to km 138.352 including Akkalkot bypass in state of Maharashtra on HAM

19. Independent Engineer Services for 4-Laning of NH-39 (old NH-75) from design Km 147.540 existing Km 148.020) (Bhogu Village) to design

20. Consultancy Services for Authority Engineer for Improvement to two lanes with paved shoulder from Ramnagar to Rosera from (km 3.500 to km 43.000) of NH-527E on EPC mode in the state of Bihar

21. Independent Engineer Services for 4-Laning of Hyderabad-Yadgiri section of NH-163 from Km.18+600 to Km.54+000 in the State of Telangana under NHDP Phase III on Design, Build, Finance, Operate and Transfer (DBFOT) mode

22. MoRTH identified Blackspots in the state of Maharashtra-identified Road accidents

23. Consultancy Services for Independent Engineer for Four Lane of NH-716 from Kadapa (Junction with Kadapa Bypass Road) to Chinna Orampadu (Package-I) on HAM under Bharatmala Pariyojana in the state of Andhra Pradesh

24. Independent Consultancy Services for Operation and Maintenance of access controlled 6 lane Kundli-Manesar Section (0.00 Km to 83.320 km) in the State of Haryana on a BOT (Annuity) basis from the Haryana State Industrial & Infrastructure Development Corporation Limited.

25. Independent Engineer services during Operation & Maintenance Period for 2 lane of Khagaria-Purnia Section of NH - 31 from Km. 270.00 to Km. 410.00 in the state of Bihar under NHDP III on Design, Built, Finance, Operate and Transfer (DBOT) Annuity mode

26. Consultancy Services for Authority Engineer for supervision of "construction of one Flyover at Km 2+735 and one Major Bridge at Km 31+260 on NH-730 in the State of Uttar Pradesh under EPC mode.

27. Consultancy Services in the form of Consultant for preparation of Feasibility Study and Detailed Project Report including LA for The Highway Projects for - (i) construction of ROB in km 55 of NH 33 (at Railway underpass Bridge No. 69 ) Near Arwal More at Jehanabad connecting NH-33 and NH-83. (ii) construction of ROB in km 200+650 of NH 120 (at Railway LC No 46B/T) Near Bikramganj, Rohtas. (iii) construction of ROB in km 243+900 of NH 120 (at Railway Dumraon ) Near Dumraon in the state of Bihar

28. Consultancy Services in form of Authority's Engineer for Supervision of (1) (ii) (iii) Widening/Improvement to 2 (Two)-lane with earthen shoulder of Choithar to Marem Khullen section of NH-202 of Imphal- Ukhrul-Jessami Economic Corridor from Design Chainage km 53.110 to 95.700 (Package-5) in the State of Manipur on EPC Mode under Bharatmala Pariyojana. Widening/Improvement to 2 (Two)-lanes with the earthen shoulder of Marem A.Khullen to Jessami section of NH-202 of Imphal - Ukhrul - Jessami Economic Corridor from Design Chainage km 95.700 to km 140.180 (Package-6) in the State of Manipur on EPC mode under Bharatmala Pariyojana. Widening/Improvement to 2 (Two)-lanes with the earthen shoulder of Jessami to Laynen bridge (Nagaland border) section of NH-29 Imphal -Ukhrul- Jessami Economic Corridor from km 0.000 to km 11.009 (Package -7) in the State of Manipur on EPC mode under Bharatmala Pariyojana. (iv) Widening to 2 (Two)-lane with Hard Shoulder Road Ukhrul - Toloi - Tadubi section of NH-102A from Design Chainage km 9.450 to km 50.850 (Package- II) in the state of Manipur on EPC Mode, in the state of Manipur

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

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.

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

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.

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

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

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

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

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

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

(i) Mrs. Tanvi Auti, Managing Director

(ii) Mr. Snehal Patil, Chief Financial Officer

(iii) Mr. Raja Mukherjee, Chief Executive Officer

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

i. Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in long-term strategic planning, etc.) Structure, composition and role clarity of the Board and Committees.

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

iv. Effectiveness of the deliberations and process management.

v. Board/Committee culture and dynamics; and

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

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

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

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

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

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

Sr No. Name of the Directors

1. Sudhir A. Shringare

2. Pandurang B. Dandawate

3. Ashokkumar Nagesh Katte

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

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

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

Sr No. Name of the Directors

1. Sudhir A. Shringare

2. Pandurang B. Dandawate

3. Ashokkumar Nagesh Katte

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

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

Sr No. Name of the Directors

1. Ashokkumar Nagesh Katte

2. Pandurang B. Dandawate

3. Sudhir A. Shringare

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

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

Sr No. Name of the Directors

1. Jayashree P. Dandawate

2. Pandurang B. Dandawate

3. Saleem K Wadgaonkar

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Under Section 134 (3) and 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at the end of the financial year and out of the profit and loss of the company for that period.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

The guiding principles of the policy are to ensure that:

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

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

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

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

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

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).

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".

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

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

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

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

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

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

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

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

A Statement containing particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms' length transactions in prescribed form AOC-2 is annexed as Annexure D.

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

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

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.

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

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

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

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

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

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

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

Company i.e. www.dhruvconsultancy.in

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

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

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

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

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

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

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.

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

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

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

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

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