To

The Members of

Udaipur

Your Directors have pleasure in presenting the 30^th Board's Report of your Company together with the Audited Financial Statements and the Auditors' Report for the financial year ended on 31^st March, 2024.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended on 31^st March, 2024 is summarized below: (Rs.in Lakhs)

2. PERFORMANCE:

The Net profit of the Company during the year under review was Rs. 425.67 lakhs as compared to Net Profit of Rs. 5.60 Lakhs in the previous year.

REVIEW OF OPERATIONS & FUTURE OUTLOOK:

Interest was the major source of earning during this year. The initiative as taken by the Company to Improve its operations in the coming financial years are good. Your Company is intensifying its focus on the NBFC business & liquidate its real estate investment.

3. 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.

4. TRANSFER TO RESERVE

During the year under review, the Company has transferred the net profit of Rs. 425.67 lakhs to Reserve and Surplus of the Company.

5. 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.

6. DIVIDEND

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

7. 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, 2024, 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, 2024 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.

8. SHARES CAPITAL:

a. CHANGES IN SHARE CAPITAL

The Paid Up Equity Share Capital as on 31^st March 2024 was Rs. 4,06,17,000/-.

During the year under review, The company has allotted 8,00,000 Equity shares of Rs. 10/- each at a price of Rs. 40/- (including premium of Rs. 30/-) each on Preferential Allotment basis to non-promoters on 13^th April, 2023.

b. ISSUE OF SWEAT EQUITY SHARES

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

c. ISSUE OF EMPLOYEES STOCK OPTION PLAN

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

d. ISSUE OF EQUITY SHARES WITH DIFFERNTIAL RIGHTS

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

9. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year under review, were on an arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant related party transactions that could have potential conflict with the interest of the Company at large. Requisite approval of the Audit Committee and the Board (wherever required) was obtained by the Company for all Related Party Transactions.

Further, your Company has not entered into any arrangement / transaction with related parties which could be considered material in accordance with the SEBI Listing Regulations and the provisions of the Act. All contracts executed by our Company during the financial year with related parties were on arm's length basis and in the ordinary course of business.

10. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

As required 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

Mr. Kailash Karnawat, Director of the Company, in terms of section 152(6) of the Companies Act 2013, being eligible offers himself for the re-appointment, on retirement by rotation at the ensuing AGM.

During the financial year 2023-24 the Board of Directors of the Company duly met six (7) Times i.e. 13.04.2023, 30.05.2023, 13.07.2023, 14.08.2023, 08.09.2023, 14.11.2023 and 12.02.2024. The intervening gap between the two meetings was within the period as prescribed under the Companies Act, 2013.

Further the status of attendance of Board Meeting by each Director is as follows:

*resigned w.e.f July 10, 2024

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

The Audit Committee met 4 (four) times during the period under review i.e. on 30.05.2023, 14.08.2023, 14.11.2023 and 12.02.2024.

The attendance of members at the meetings held during the period under review were as follows:

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

One Meeting of Nomination and Remuneration Committee were held on 14.08.2023 during the period under review.

The attendance of members at the meetings held during the period under review were as follows:

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

One Meeting of Stakeholders Relationship Committee was held on 14.08.2023 during the period under review.

The attendance of members at the meetings held during the period under review were as follows:

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

18. STATUTORY AUDITORS AND THE AUDITORS' REPORT:

Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company, at its 29^th Annual General Meeting (AGM) held on September 30, 2023, had appointed M/s. Mahendra Subhash & Co., Chartered Accountants (Firm Registration Number 324346E) as Statutory Auditors to hold office from the conclusion of the 29^th Annual General Meeting until the conclusion of the 34^th Annual General Meeting of the Company. Accordingly, M/s. Mahendra Subhash & Co., Chartered Accountants, continues to be the Statutory Auditors of the Company till the conclusion of the 34^th Annual General Meeting.

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, 2024.

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014 and any amendment thereto, Cost Audit is not applicable to the Company.

20. SECRETARIAL AUDITORS

The Company has appointed Mr. Mohit Vanawat, Practicing Company Secretary to conduct the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 is attached to this report in Form MR-3. There are no adverse opinion or remarks in the said report and therefore do not require any clarification/ explanation from the Board of Directors.

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 Company's 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 .

22. 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 Company's policies relating to Internal Controls over financial statements.

For the year ended 31^st March, 2024, 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 Company's Financial Statements.

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.

24. 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 Company's 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.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

b) Technology absorption

c) Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year:- NIL The Foreign Exchange outgo during the year in terms of actual outflows:- NIL

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

27. PARTICULARS OF EMPLOYEES

None of the employees who have worked throughout the year, or a part of the financial year were getting remuneration in excess of the threshold mentioned under Section 197 of the Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration) Rules, 2014.

28. SECRETARIAL STANDARDS

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

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

During the year under review Mr. Shreeram Bagla, Mrs. Rachana Suman Shaw and Mr. Sridhar Bagla (the Acquirers) on June 28^th, 2023 executed a Share Purchase Agreement with the Promoters & Promoters Group of the Company, for sale/transfer of 22,00,800 Equity shares at a negotiable price of Rs. 55.00/- per sale share, held by Promoters and Promoters Group in the Company subject to the approval of SEBI, RBI and other regulatory Authorities as may be applicable.

Further the Acquirers has announced an open offer for acquisition of up to 10,56,042 Equity Shares to the Public Shareholder, at an offer price of Rs. 55.00/- per Equity share and to that effect, the detailed public announcement dated 05.07.2023 have been made through open offer by M/s. Swaraj Shares & Securities Private Limited for and on behalf of the Acquirers.

On January 16^th, 2024 your Company has received the requisite approval from Reserve Bank of India for change in control and management of the Company.

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.

The market price High and Low during financial year 2023-24 in BSE Limited is as follows:-

Distribution details on shares for the period 31.03.2024 INE972E01014

NBFCs have increasingly been playing a significant role in financial intermediation by complementing and competing with banks, and by bringing efficiency and diversity into the financial ecosystem. NBFCs enjoy greater operational flexibility to take up a wider scale of activities, enter new geographies and sectors and thus grow their operations.

Fluctuations in the interest rate in economy has created uncertainty in the business of finance. The biggest threat for Non-Banking Finance Companies arise from the vast gap existing between demand and supply. Another threat for Non-Banking Finance Companies comes from increased competition from banking industry, which is in a position to lend at competitive rates due to availability of huge funds at a cheaper cost. The Company expect stable interest rates in the coming period and is confident of meeting the challenges by increasing volume of business at nominal margin.

Like any other industry, the Company's business is also exposed to various business risks.

Continuous efforts are made to reduce the cost of funds, increase the volume of the business and to control the NPAs within a bearable limit to minimize the impact of declining spread.

The financial performance of the Company for the year has been discussed in the Director's Report and cash-flow statements annexed with the Annual Accounts.

The relation between the Company and its employees remained cordial through-out the year and the management expects the same to continue and receive full support and cooperation from its employees in future also.

The Equity shares of your Company are listed at Bombay Stock Exchange (BSE Ltd.). Your Company has duly complied with all the requirements of concerned Stock Exchange in accordance with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The Board consists of the following Independent Directors:-

1. Mr. Ashok Kumar Doshi

2. Mr. Upendra Tater

Pursuant to section 149(7) of the Companies Act, 2013, the Independent Directors have given their disclosure that they meet the criteria of independence as provided in sub-section 149(6) of the Act in the First Board Meeting of the Financial Year.

There is no change in the policy containing terms and conditions for the appointment of Independent Directors enclosed herewith and also available on the website of the Company at www.dhruvacapital.com

The separate meetings of Independent Directors were held on 12.02.2024 in which all two independent Directors were present.

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.

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

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.

40. 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 cooperation 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 Company's success. Your Directors look forward to their continued support in future.