Dhruv Consultancy Services Ltd

AGM Details

• AGM held in September 2026 via VC/OAVM.
• Time: mid-morning session.
• Mode: VC/OAVM; deemed venue at the registered office.
• Record date for voting rights fixed in mid-September 2026.
• Remote e-voting window in September 2026; AGM voting extended briefly.

Resolutions & Outcomes

• Resolution 1: Adopt audited standalone and consolidated financial statements; passed.
• Resolution 2: Re-appoint Tanvi Auti by rotation; passed.
• Resolution 3: Approve related party transactions with Samarth Softech up to cap; passed.
• Resolution 4: Approve related party transactions with Innovision Infrasol up to cap; passed.
• Resolution 5: Approve related party transactions with Innovision Studios up to cap; passed.
• Resolution 6: Approve related party transactions with Atharva Dandawate up to cap; passed.
• Promoter group abstained on items 3–6.

Dividend

• No dividend proposed or declared.

Director Changes

• Tanvi Auti re-appointed as director by rotation.

Material Related Party Transactions

• Material related party transactions approved with multiple entities within disclosed caps.

Award details

• LOA for DPR cum Feasibility Study and land plan awarded by Maharashtra PWD Panvel.
• Scope includes social environmental and CCA mitigation for two-lane widening with paved shoulders.
• Project length 249.20 km; DPR-7; Nanded/Latur/Parbhani; Tender ID 2026_PWR_1313695_1.
• Contract value Rs 3,79,08,000 excluding GST.
• Duration of project 365 days.
• Performance security to be furnished within 10 days of LOA issuance.
• LOA dated 21.09.2026; received 23.09.2026; under EPC mode funded by ADB.

NH-52 IE LOA

• LOA from NHAI to provide Independent Engineer services for NH-52 Bodhre-Dhule (Km 390–457.231) in Maharashtra.
• Contract price Rs 6,84,00,000; GST payable separately.
• Duration of the project is 60 months.
• Performance security deposit to be furnished within 15 days of LOA.
• LOA issued on 21.09.2026; acceptance details in Annexure A.
• Tender ID reference NHAI/RO/MUM/Dhule/NH52/2026-27/11.
• No promoter/group interest in the awarding entity; arms-length terms; no related party.
• GST payable separately on reimbursement basis.

AGM notice and related disclosures

• 23rd AGM scheduled Sep 24, 2026 at 11:30 AM IST via VC/OAVM.
• Web-link for Annual Report 2025-26 will be shared with non-registered email holders.
• Cut-off date for email registration: August 21, 2026.
• Reminder to update KYC and dematerialise physical securities per SEBI circular.
• SEBI requires PAN, address with PIN, mobile, bank details, and nomination data for electronic payments.

Financial snapshot

• Revenue from operations stood at ₹43.96 crore (Standalone) for FY25-26
• PAT loss ₹28.42 crore (Standalone) for FY25-26
• EBITDA at ₹31.89 crore loss (Standalone) for FY25-26
• Order book ₹224.39 crore as on 31 March 2026
• Net worth ₹72.36 crore as on 31 March 2026
• EPS (Basic/Diluted) ₹-14.76 for FY25-26
• Debt-Equity ratio 0.27x; current ratio 2.29x
• Dividend declared for FY25-26: Not declared
• Consolidated PAT (loss) ₹28.04 crore for FY25-26

Strategic progress

• Entered Wayside Amenities (WSA) and airport consultancy
• Completed first World Bank-funded international project in Mozambique
• International expansion into Africa and the Middle East
• Governance and financial reporting framework strengthened

Operations & projects

• Over 200 projects completed; 81 ongoing
• Operational focus across highways, bridges, tunnels, metros, airports
• EPC, PMC, and design/engineering assignments secured during the year

Governance & risk

• Auditors: Mittal & Associates resigned Nov 2025; S. N. Karani & Co. continuing
• Internal controls strengthened; Audit Committee oversight expanded

Capital structure & governance

• Issued share capital around ₹18.97 crore; 18,966,569 shares outstanding
• Dividend policy in place; no dividend declared for FY25-26
• Credit ratings: CARE BB+ (Stable) / CARE A4+

CSR & governance

• CSR spend ₹8.00 lakh; unspent ₹6.31 lakh; PMNRF ₹6.34 lakh
• CSR policy and committee disclosures available on company website

Financial Performance

• Q1 FY27 net sales INR15.55 crores; total income INR15.95 crores.
• Q1 FY27 operating margin: minus 23%.
• Q1-Q2 historically 30-40% of annual revenue; Q3-Q4 stronger.
• 70-80% revenue in construction; 20% in defect liability period.
• Q1 order inflow: INR90 crores.
• Orders include INR19.34 crores Rowghat-Jagdalpur; INR8.34 crores MPRDC.
• OBCC assignment: INR40.92 crores.
• Empanelments: BMC for 5 years; India Exim Bank for DPR advisory.
• Wayside Amenities: 15-year lease-based development and O&M.
• SPV Verul Drivehub Private Limited: 55% stake held by Dhruv.
• International focus: Africa, Southeast Asia, Gulf, South & Central Asia.
• Guidance on numeric FY27 revenue withheld due to SEBI LODR.

Orders and Pipeline

• Rowghat-Jagdalpur: INR19.34 crores.
• Rail-over-bridge supervision, Uttar Pradesh.
• MPRDC: INR8.34 crores for independent engineering (Ujjain-Jaora).
• OBCC: INR40.92 crores assignment.
• BMC empanelment: PMC for 5 years; Exim Bank for DPR advisory.
• Wayside Amenities: 15-year lease-based development and O&M; SPV with 55% stake.

Execution and Capabilities

• 108 manpower for ROWGHAT project; 14-15 on-site; avg 15 years experience.
• 3-year construction; 3-year defect liability period.
• 70-80% revenue in construction; 20% in DLP.
• 65-70 assignments this year; AI dashboards; 9/10 consultant rating.
• Lender-engineering: track milestones, approvals; payments through concessionaire.
• BIM training; aim for 6D BIM; digital twin readiness.
• Billing for new assignments starts after two quarters.
• Collections: 60-90 days; up to 120 days in Northeast.

Outlook and Guidance

• Guidance not provided due to SEBI LODR.
• FY27 revenue guidance withheld; Q1-Q2 historically 30-40% of annual revenue.
• Billing on new orders expected to start in Q3.
• Wayside revenue to commence February next year.
• Total order book ~INR600 crores; unexecuted ~INR300 crores; to be executed in 3 years.
• Ticket sizes rising to INR8-40 crores; NHI rating 9/10.
• No major delays expected in next 9 months.
• Receivables collection typically 60-90 days; up to 120 days in Northeast.

Q&A Highlights

• Q1 guidance: numeric FY27 numbers unavailable due to SEBI LODR.
• Revenue run-rate hinges on execution scale; billing starts in Q3.
• Ticket sizes expanding; LOA pipeline includes INR8-40 crores projects.
• Collections generally 60-90 days; Northeast may reach ~120 days.
• Wayside Amenity revenue to start within ~7-8 months from possession.
• Mozambique empanelled; Ghana opportunities slow but potential international work.

Key governance updates

• 23rd AGM scheduled for 24 September 2026 at 11:30 AM IST via VC/OAVM.
• Cut-off date fixed for voting eligibility; share transfer books closed 18–24 September 2026.
• Mr. Atul Kulkarni appointed Scrutinizer for e-voting at the AGM.
• Director's Report and Annexures for FY ended 31 March 2026 approved.
• Annual Report for FY 2025-2026 approved.

Meeting Details

• Board will meet on August 24, 2026; time and venue not disclosed.

Key Agenda Items

• To fix AGM date for FY 2025-2026 and allied matters.
• To consider and adopt Annual Report 2026.

Meeting Details

• 18 August 2026 at 4:30 PM.
• Earnings conference call; virtual group call.
• Event: Q1 2026 earnings conference call; organiser: Dhruv Consultancy Services Limited.
• Key participants: Managing Director.
• Purpose: discuss unaudited Q1 2026 results.
• Board approval: results approved on 12 August 2026.
• Recording: audio recording available on company website.