To

The Members

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

FINANCIAL RESULTS

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

(Rs. In Lakhs)

PERFORMANCE OF THE COMPANY

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

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

DIVIDEND

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

TRANSFER TO RESERVES

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

INITIAL PUBLIC OFFER

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

LISTING OF SHARES ON SME PLATFORM OF BSE LIMITED

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

SHARE CAPITAL

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

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

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

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

CHANGE OF NAME

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

OPERATIONS

During the year the Company was awarded the following projects:

- FEASIBILITY STUDY AND PREPARATION OF DETAILED PROJECT REPORT:

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

- AUTHORITY'S ENGINEER PROJECTS:

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

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

Mode

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

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

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

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

DEPOSITS

The Company has not accepted any deposits during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

The details regarding our Board are set forth below:

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

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

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

CONSTITUTION OF COMMITTEES AUDIT COMMITTEE

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

NOMINATION & REMUNERATION COMMITTEE

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

STAKEHOLDER RELATIONSHIP COMMITTEE

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

DIRECTOR'S RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(v) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that period;

(vi) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(viii) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(ix) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

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

ACCOUNTING STANDARDS

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

PERFORMANCE EVALUATION OF THE DIRECTORS

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

REMUNERATION POLICY

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

EXTRACT OF ANNUAL RETURN

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

NUMBER OF MEETINGS OF THE BOARD

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

AUDIT COMMITTEE RECOMMENDATIONS

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

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

AUDITORS - STATUTORY AUDITORS

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

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

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

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

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

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

- SECRETARIAL AUDITOR

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

PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

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

RISK MANAGEMENT POLICY

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

CORPORATE SOCIAL RESPONSIBILITY

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS

All related party transactions during the year were on arm’s length basis and not in conflict with the interest of the Company. The particulars of the said transactions along with other contracts/arrangements are also briefed in the Notes to the financial statement which sets out related party disclosures. A Statement containing particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms’ length transactions in prescribed form AOC-2 is annexed.

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

CODE OF CONDUCT

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

PARTICULARS OF EMPLOYEES

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

JOINT VENTURE / CONSORTIUM

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

^ DCSPL Association With ISSPL for the following projects -

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

i) Omerga Ausa Latur Renapur Pangaon Dharampuri Parli Injegaon Road

ii) Nanded Kinwat Mahur Arni

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

iv) Karimnagar Siricilla Kamareddy Yellareddy Pitlam NH-161

v) Siricilla Siddipet Duddeda

STATUTORY DISCLOSURES

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

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

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

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

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

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENT AND APPRECIATION

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

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

By and behalf of the Board of Directors

For DHRUV CONSULTANCY SERVICES LIMITED

Place: Navi Mumbai Tanvi T. Auti

Date: August 11, 2018 Managing Director

DIN:07618878