DRA Consultants Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors are pleased to present the 16^th Annual Report on the business and operations of the
Company and the financial results for the year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE

(Amount in ^ Hundreds)

PARTICULARS	2024-25	2023-24
Revenue from operations	2146084.59	1962911.56
Other Income	84048.21	59761.46
Total Expenditure	1869011.86	1713873.12
Finance Cost	27013.11	18586.27
Depreciation	89920.72	71278.61
Profit before taxation	361120.94	308799.90
Tax Expenses	91955.76	70719.37
Net Profit	269165.18	238080.53

During the year under the review, Revenue from operations of the Company stood at Rs. 2146.08
Lakhs as against the turnover from operations of Rs. 1962.91 Lakhs in the previous year. Net profit
for the period stood at Rs. 269.16 Lakhs as against Rs. 238.08 Lakhs in the previous year.

KEY PROJECTS:

• Appointment of Consultant for Detailed Project Report (DPR) and Providing Project
Management Consultancy (PMC) for Sourcing of Water from Andra Dam for Pimpri
Chinchwad Municipal Corporation

• Preparation of Detailed Project Report (DPR) and Project Management Consultant (PMC) for
Water Supply & Sewerage Projects to be taken under AMRUT 2.0/ Govt. Schemes / PPP
Projects for Nagpur Metropolitan Region Development Authority (T.No. 01, Dt. 04.08.2023)

• Appointment of Project Management Consultant for Preparation of DPR for External Water
Supply, External Sewerage System, WTP, RWRM and STP including Post Tender Activity for
Sanctioned Town Planning Scheme under Jurisdiction of PMRDA region in Wadachiwadi
(TPS-2) & Autade Handewai (TPS-3)

• Preparing DPR''s and to Function as PMC for the Implementation of the Used Water
Management Related Projects Under SBM 2.0 and Allied Infrastructure for State Urban

Development Agency (SUDA), Chhattisgarh (2nd Call for Raipur, Durg & Bastar Division) -
Raipur Division

• Project Management Consultancy Services for Water Supply Projects of PCMC AMRUT 2
Projects / Additional Projects

• Appointment of Technical Services Provider (TSP) and Project Implementation Unit (PIU) for
Condition Assessment and Upgradation of Sewerage T reatment Plants and Pumping Stations
of Pimpri-Chinchwad City

• Request for Proposal to Develop Robust Baseline to Measure the Current Levels of Access to
Water Supply Services - Both Quantity and Quality - Available to Households in the 15 Areas
in the Chennai City area that falls under the Jurisdiction of the Greater Chennai Corporation
(GCC) and CMWSSB''s Operational and Financial

• Appointment of Consultants for ''Preparation of Feasibility Report & Detailed Project Report
for Utilization of Water from Deharji Dam for providing drinking water facility to Mumbai
Metropolitan Region

• Consultancy Services for Preparation of DPR for Water Supply Scheme for PM Mitra Park,
Bhensola Dist. Dhar

• Appointment of Consultant for Preparing DPR of Project to be taken under AMRUT 2.0 / Govt.
Scheme / PPP and Project Management Consultant (PMC) for Nagpur Municipal Corporation

• Technical Services Provider (TSP) and Project Implementation Unit (PIU) for Sewer Drain
Network, Storm Water Drain Network and Rehabilitation of Nallas of Pimpri-Chinchwad City

• Consultancy Services for Up-gradation of WWTP at Industrial Area Namkeen Cluster Dist
Indore

• Consultancy Services for Preparation of DPR Under AMRUT 2.0 Assam (TRANCHE-III)

• Consultancy Services for Preparation of DPR Under AMRUT 2.0 Assam (TRANCHE-II)

• Consultancy Services for Preparing DPR for Development of Sewerage Collection System and
35 MLD STP for South Sewerage Zone (Excluding Hudkeshwar & Narsala) & Rejuvenation of
Pohra River in Nagpur to be taken under AMRUT-2.0 / Govt. Schemes for Nagpur Municipal
Corporation

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Cantonment Board Jabalpur

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Mohgaon

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Amarwara

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Bichhua

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Piplanarayanwar

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Badkuhi

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Lodhikheda

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Chand

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Harrai

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Chaurai Khas

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Chandameta Butaria

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Junnardev

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Damua

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Sausar

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Barghat

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Lakhnadon

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation
of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal
Jeevan Mission (Urban) - Neuton Chikhli Kalan

• Project Management Consultant Work of Hingane (Gawhad) 13 villages Regional Water
Supply Scheme, Taluka - Nandura, Dist - Buldhana, Under Jal Jeevan Mission

• Project Management Consultant Work of Rohinkhed and 14 Villages Regional Water Supply
Scheme, Taluka - Motala, Dist. - Buldhana, Under Jal Jeevan Mission

• Transactional Advisory Services for Funding and O&M of 250 Electric Buses for Nagpur City
for Urban Transport System of Nagpur Municipal Corporation, Transport Department.

• Consulting Services for Detailed Engineering Design and Supervision Services (DED) for
KANO State Water Board, Kano Nigeria (French Development Agency (AFD) Support to the
3rd National Urban Water Sector Reform Project in Kano State)

• Consultancy services for preparation of comprehensive water supply and sewerage master
plan for 2 Urban Sectors (South B and East A) of Nagpur Metropolitan region.

• Design and project management Consultancy services for capacity enhancement of Ravet
pumping station and Nigadi Water Treatment Plant (WTP) by 100 MLD.

• Additional work under AMRUT of Project Management Consultancy for implementation and
operation and maintenance of Continuous (24x7) Pressurized Water Supply system in 60%
Area of Pimpri-Chinchwad Municipal Corporation.

• Project Management Consultancy for implementation of Continuous (24x7) Pressurized
Water Supply system in 60% Area of Pimpri-Chinchwad Municipal Corporation O&M Phase.

• Project Management Services for Sourcing of Water from Andra Dam and Bhama Askhed
Dam for Pimpri-Chinchwad City

• Project Management Consultancy Services for ABD Area Water Supply and Sewerage
Network System Improvement Work Indore Smart City.

• Project Management Consultancy Services for Water Supply and Sewerage Improvement
Works including SCADA for Indore Municipal Corporation under AMRUT Yojana Indore PMC

• Project Management Consultant for “SQC” (Supervision and Quality Control) for
Development of Mula River Form Wakad Bypaas to Sangvi Bridge (Stretch-1,2,3) Under Pune
River Rejuvenation Project for PCMC

• Project Management Consultancy Services for Water Supply Projects of PCMC AMRUT 2
Projects / Additional Projects (Durga Tekdi, Nigdi Sector 23 WTP to Mumbai Pune Highway
Pipe Line, Regularisation of unauthorised water meter

• Appointment of Consultants for ''Preparation of Feasibility Report & Detailed Project Report
for Utilization of Water from Deharji Dam for providing drinking water facility to Mumbai
Metropolitan Region

• Appointment of Project Management Consultant for Preparation of DPR for External Water
Supply, External Sewerage System, WTP, RWRM and STP including Post Tender Activity for
Sanctioned Town Planning Scheme under Jurisdiction of PMRDA region in Wadachiwadi
(TPS-2) & Autade Handewai (TPS-3)

• Preparation of DPR for Kanh River Rejuvenation Work including Gap Assessment of Indore
Municipal Corporation of Sewer / Effluent Treatment with Respect to Sinhasth-2028

• DPR Consultant for Design, Supply, Construction and Commissioning of Water Supply
Scheme (Including Water Treatment Plant (WTP) of 2 MLD, Intake Well of 4 MLD and Raw
Water rising Main from Intake Well to WTP and Other Works etc.) with Operation and
Maintenance of 5 Year at Industrial Area Nadantola, The. Amarpatan, Dist. Malhar

• Consultant for Preparation of Feasibility and DPR for Design, Supply, Construction, and
Commissioning of Common Effluent Treatment Plant (CETP) of 2 MLD Based on ZLD Process
with Operation and Maintenance for 5 Years at Industrial Area, Chorahta, Rewa (Group II
Project)

• Consultancy Services for TDS No. 03,04,05,06 for Detail Estimate / Drawing / Design for
Sewer Line, Storm Water Line, Water Supply Line and Overhead tank etc. Work under Ujjain
Development Authority Ujjain

• Project Management Consultancy Services for Sewerage Improvement work Including
Construction and O&M of Sewerage Treatment Plant Under Indore Municipal Corporation

• Consultancy Services for Supervision & Management of Construction Related Work for
Improvement of Water Supply System of Indore City and Supervision of O&M of Feeder and
Distribution System Works Completed Under AMRUT Project for Indore Muncipal
Corporation

• Transaction Advisory Services for the Project of Procurement, Operation and Maintenance of
250 AC Standard Fully Build Pure Electric Buses along with Supply, Installation and
Commissioning of fast Charging Infrastructure for Nagpur Urban Region

• Consultancy Services for Providing 3.5 MLD Capacity Sewage Treatment Plant for MIHAN

• Preparation of Detailed Project Report (DPR) and Project Management Consultant (PMC) for
Water Supply Arrangements to Sector South B of Nagpur Metropolitan Region

• Preparation of Detailed Project Report (DPR) and Project Management Consultant (PMC) for
Dhapewada Underground Sewerage Scheme (t. No. 01, Dt 04.08.2023)

• Project Management Consultancy for Reuse Water from 245 MLD STP for @12.3 Lakh
Plantation at Revati Range Hillock

• Consultant for the work of Preparation of Detailed Project Report (DPR) for Sewerage Action
Plan for the NMRDA under Outer Ring Road

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no significant material changes and commitments affecting financial position of the
company between 31^st March, 2025 and the date of Board''s Report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

The company has not changed the nature of business during the financial year under review.

4. DIVIDEND

With a view to conserve the resources of the Company, Your Directors do not propose to recommend
any dividend. These retained earnings can be utilized in future for financing expansion programmes
and for meeting the fixed or working capital needs of the Company.

5. TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 269.16 Lakhs to the General Reserve.

6. MEETINGS

A. BOARD MEETINGS

During the year, Eight Board Meetings were held. The details are as mentioned below:

SR. NO.	DATE OF MEETING	TOTAL NO OF DIRECTORS AS ON MEETING	ATTENDANCE
1.	17.04.2024	6	5
2.	29.07.2024	6	5
3.	14.08.2024	6	5
4.	03.09.2024	6	5
5.	13.11.2024	6	5

6.	28.12.2024	6	6
7.	26.03.2025	6	5
8.	31.03.2025	6	5

B. COMMITTEE MEETINGS:

• AUDIT COMMITTEE MEETINGS

During the year, Five Audit Committee Meetings were held. The details are given as under:

Sr. No.	Date of meeting	Total no of directors as on meeting	Attendance
1	17.04.2024	3	3
2	14.08.2024	3	3
3	13.11.2024	3	3
4	26.03.2025	3	3
5	31.03.2025	3	3

• NOMINATION AND REMUNERATION COMMITTEE

During the year, Two Nomination and Remuneration Committee Meetings were held. The details are
given as under:

Sr. No.	Date of meeting	Total no of directors as on meeting	Attendance
1	29.07.2024	3	2
2	14.08.2024	3	2

7. COMPOSITION OF COMMITTEES

The composition, terms of reference and other details of all Board level committees have been
elaborated below:

A. AUDIT COMMITTEE

BRIEF DESCRIPTION AND TERMS OF REFERENCE

DRA Consultants Limited has a qualified and Independent Audit Committee. During the year under
review, there was change in the composition of the Audit Committee as Mr. Anish Narendra Nashine
tendered his resignation w.e.f. August 14, 2024 and Mrs. Renuka Saurabh Borole appointed w.e.f.
August 14, 2024.

COMPOSITION AND MEETING:

Composition of Audit Committee as on 31^st March, 2025:

Name of the Director	Status in Committee	Nature of Directorship	Number of Meetings held during the Financial Year 2024¬ 25
			Held	Attended
Mr. Manavendra Jayapal	Chairman	Independent Director	5	5
Mr. Dinesh Rathi	Member	Chairman and Director	5	5
Mr. Anish Narendra Nashine	Member	Independent Director	2	2
Mrs. Renuka Saurabh Borole	Member	Independent Director	3	3

The Audit Committee invites such executives of the Company as it considers appropriate to be
present at its meetings. The representatives of the Statutory Auditors and Internal Auditors are also
invited to the Audit Committee meetings. The Company Secretary of the Company acts as the
Secretary to the Audit Committee.

POWERS OF THE AUDIT COMMITTEE

The Audit Committee has adequate powers to play an effective role as required under the provisions
of the Act and the Listing Regulations and to review the mandatory applicable information.

The Audit Committee shall have powers which shall include the following:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To have full access to information contained in the records of the Company.

4. To obtain outside legal or other professional advice.

5. To secure attendance of outsiders with relevant expertise, if it considers necessary.

The Audit Committee shall mandatorily review the following information:

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the audit committee),
submitted by management;

c. Management letters / letters of internal control weaknesses issued by the statutory auditors;

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the Audit Committee

f. statement of deviations:

i. quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

ii. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

The recommendations of the Audit Committee on any matter relating to financial management,
including the audit report, are binding on the Board. If the Board is not in agreement with the
recommendations of the Committee, reasons for disagreement shall have to be incorporated in the
minutes of the Board Meeting and the same has to be communicated to the shareholders. The
Chairman of the Audit committee has to attend the Annual General Meetings of the Company to
provide clarifications on matters relating to the audit.

The role of the Audit Committee not limited to but includes:

1. Oversight of the Company''s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible

2. Recommending to the Board, the appointment, remuneration and terms of appointment of
auditors of the listed entity

3. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors

4. Reviewing, with the management, the annual financial statements and auditor''s report
thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director''s Responsibility Statement to be
included in the Board''s report in terms of clause (c) of sub-section 3 of section 134 of
the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by
management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to
the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/ Prospectus/ Draft Prospectus /
notice and the report submitted by the monitoring agency monitoring the utilization of

proceeds of a public or rights issue, and making appropriate recommendations to the Board
to take up steps in this matter;

7. Review and monitor the auditor''s independence, performance and effectiveness of audit
process;

8. Approval or any subsequent modification of transactions of the company with related
parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy
of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of nonpayment of declared dividends) and creditors;

18. To oversee and review the functioning of the vigil mechanism which shall provide for
adequate safeguards against victimization of employees and directors who avail of the vigil
mechanism and also provide for direct access to the Chairperson of the Audit Committee in
appropriate and exceptional cases

19. Call for comments of the auditors about internal control systems, scope of audit including the
observations of the auditor and review of the financial statements before submission to the
Board;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications,
experience & background, etc. of the candidate;

21. To review “Internal Controls to prevent Insider Trading” and shall review compliances with
the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 at least once in a
financial year and shall verify that the systems for internal control are adequate and are
operating effectively.

22. To carry any other duties as may be required under the SEBI (Listing Obligation &
Disclosures Requirements) Regulations, 2015 and the Companies Act, 2013 and rules made
thereunder and delegated by the Board of Directors from time to time.

B. NOMINATION AND REMUNERATION COMMITTEE
BRIEF DESCRIPTION AND TERMS OF REFERENCE

During the year under review, there was change in the Composition of Nomination and
Remuneration Committee as Mr. Anish Narendra Nashine tendered his resignation w.e.f. August 14,
2024 and Mrs. Renuka Saurabh Borole appointed w.e.f. August 14, 2024 and it consists only of Non¬
Executive Independent Directors as per the provisions of Section 178 of the Act and the rules made
thereunder and Regulation 19 of Listing Regulations.

COMPOSITION:

Composition of Nomination and Remuneration Committee as on 31^st March, 2025

Name of the Director	Status in Committee	Nature of Directorship	Number of Meetings held during the Financial Year 2024-25
			Held	Attended
Mr. Manavendra Jayapal	Chairman	Independent Director	2	2
Mr. Anish Narendra Nashine	Member	Independent Director	2	2
Mrs. Renuka Saurabh Borole	Member	Independent Director	-	-
Ms. Siddhi Rathi	Member	Non-Executive Director	2	0

The Terms of reference and role of Nomination and Remuneration Committee covers the area as
under:

1. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to, the
remuneration of the directors, key managerial personnel, senior management personnel and
other employees. For every appointment of an independent director, the Nomination and
Remuneration Committee shall evaluate the balance of skills, knowledge and experience on
the Board and on the basis of such evaluation, prepare a description of the role and
capabilities required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such
description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to
diversity; and

c. consider the time commitments of the candidates.

2. Formulation of criteria for evaluation of performance of independent directors and the board
of directors;

3. Devising a policy on diversity of board of directors;

4. Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the board
of directors their appointment and removal;

5. Whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors;

6. Recommend to the board, all remuneration, in whatever form, payable to senior
management;

7. Support the Board and Independent Directors in evaluation of the performance of the Board,
its committees and individual directors;

8. To carry any other duties as may be required under the SEBI (Listing Obligations &
Disclosures Requirements) Regulations, 2015 and the Companies Act, 2013 and rules made
thereunder or as may be delegated by the Board of Directors from time to time.

PERFORMANCE EVALUATION

In terms of the provisions of the Act, Listing Regulations and as per the recommendation of the
Nomination and Remuneration Committee, Board has adopted a formal mechanism for evaluating
its performance, as well as that of its committees and individual directors. The exercise was carried
out through a structured evaluation process covering various aspects of the Board functioning such
as composition of the Board & Committees, experience & competencies, leadership attribute of the
directors through vision and values, strategic thinking and decision making, commercial and
business acumen, contribution to resolution of divergent views, proactive participation, time
commitment, teamwork skills and adequacy of business strategy.

NOMINATION AND REMUNERATION POLICY
INTRODUCTION

This policy on Nomination and Remuneration of Directors, Key Managerial Personnel (“KMP”),
Senior Management Personnel (“SMP”) and other employees has been formulated in terms of the
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), as amended from time to time, in order inter-alia to pay
equitable remuneration to Directors, KMPs, SMP and other employees of the Company. This policy
shall act as guidelines on matters relating to the remuneration, appointment of the Directors, Key
Managerial Personnel and Senior Management Personnel and other employees.

APPLICABILITY

The Policy is applicable to:

• Directors (Executive and Non-Executive)

• Key Managerial Personnel

• Senior Management Personnel and other employees

DEFINITIONS

In this policy unless the context otherwise requires

a) “Act” means Companies Act, 2013 and rules made thereunder, as amended from time to time.

b) “Company” means DRA Consultants Limited.

c) “Board” means Board of Directors of DRA Consultants Limited.

d) “Committee” means Nomination and Remuneration Committee of the Company as constituted by
the Board from time to time.

e) “Key Managerial Personnel” or “KMP” means Managing Director, Whole-time Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary and such other persons who may be
deemed to be KMP under the Companies Act, 2013.

f) “Senior Management Personnel” means officers/ personnel of the Company, who are members of

its core management team excluding Board of Directors and shall comprise all members of
management one level below the Chief Executive Officer/ Managing Director/ Whole Time
Director/ Manager (including Chief Executive Officer/ Manager, in case they are not part of the
Board) and shall include Functional head, Company Secretary and Chief Financial Officer.

ROLE OF THE NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee shall govern the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence
of a director and recommend to the board of directors a policy relating to, the remuneration of
the directors, Key Managerial Personnel and Senior Management Personnel and other
employees. For every appointment of an independent director, the Nomination and
Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the
Board and on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for appointment as
an independent director shall have the capabilities identified in such description. For the
purpose of identifying suitable candidates, the Committee may:

• use the services of an external agencies, if required;

• consider candidates from a wide range of backgrounds, having due regard to diversity; and

• consider the time commitments of the candidates.

2. formulation of criteria for evaluation of performance of independent directors and the board of
directors;

3. devising a policy on diversity of board of directors;

4. identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the board of directors
their appointment and removal;

5. whether to extend or continue the term of appointment of the independent director, on the basis
of the report of performance evaluation of independent directors;

6. recommend to the board, all remuneration, in whatever form, payable to senior management;

7. support the Board and Independent Directors in evaluation of the performance of the Board, its
committees and individual directors;

8. To carry any other duties as may be required under the SEBI (Listing Obligation & Disclosures
Requirement) Regulations, 2015 and Companies Act, 2013 and rules made thereunder or as may
be delegated by the Board of Directors from time to time.

CRITERIA FOR SELECTION OF CANDIDATES FOR MEMBERSHIP ON THE BOARD OF

DIRECTORS, KMP''S AND SENIOR MANAGEMENT PERSONNEL

a. General Criteria

A person to be appointed as Director, KMP or Senior Management Personnel should possess
adequate qualification, expertise and experience for the position he/ she is considered for
appointment. The Committee has discretion to decide whether qualification, expertise and
experience possessed by a person is sufficient/ satisfactory for the concerned position.

Further, person to be appointed/ re-appointed as director should:

- be an individual of the highest integrity and have an inquiring mind, a willingness to go into
details and the ability to work well with others;

- be free of any conflict of interest that would violate any applicable law or regulation or interfere
with the proper performance of the responsibilities of a director;

- be willing and able to devote sufficient time to the affairs of the Company and be diligent in
fulfilling the responsibilities of a director;

- have the capacity and desire to represent the best interests of the stakeholders as a whole; and

- not be disqualified under the provisions of the Companies Act, 2013 and applicable rules and
regulations.

b. Specific Criteria

In addition to the aforesaid, the Nomination and Remuneration Committee may, if it deems fit,
advise from time to time, develop specific criteria outlining the qualification, skills, experience,
expertise, backgrounds, and other characteristics that should be represented on the Board to
enhance its effectiveness. Any such criteria should take into account the particular needs of the
Company based on its business, size, ownership, growth objectives, community, customers and
other characteristics and should be adjusted as these Company''s characteristics evolve.

POLICY ON REMUNERATION

The remuneration policy of the Company reflects the Company''s objectives for good corporate
governance as well as sustained long- term value creation for shareholders and guided by a common
reward framework and set of principles and objectives as more fully and particularly envisaged
under Section 178 of the Act, inter-alia principles pertaining to determining qualifications, positive
attributes, integrity and independence etc. Remuneration policy of DRA Consultants is as follows:

A. Executive Directors'' Remuneration

1. At the time of appointment or re-appointment, Managing Director and the Executive Directors
of the Company i.e., Whole-time Director as defined in the Companies Act, 2013 by whatever
name may be called (hereinafter known as Executive Directors) shall be paid such remuneration
as may be proposed by Nomination and Remuneration Committee and subsequently approved
by the Board of Directors within the overall limits prescribed under the Companies Act, 2013.

2. The remuneration shall be subject to the approval of the Members of the Company at its General
Meeting, wherever required under the provisions of the Companies Act, 2013 and rules made
there under or under the provision of any other laws as may be applicable.

3. The remuneration of the Executive Directors is broadly a gross remuneration comprises of basic
salary, allowances, perquisites, amenities and retiral benefits.

4. In determining the remuneration (including the element as defined in clause 3) the Nomination
and Remuneration Committee shall ensure/ consider the following:

I. Remuneration shall be evaluated annually against performance industry benchmarks and

current trends.

II. Balance between fixed and incentive pay reflecting short- and long-term performance
objectives, appropriate to the working of the Company and its goals.

III. Responsibility required to be shouldered by the Executive Directors, the industry
benchmarks and the current trends.

IV. The Company''s performance vis-a-vis the annual budget achievement and individual
performance vis- a-vis the KRAs / KPIs.

5. Minimum remuneration to Executive Directors if in any financial year, the Company has no
profits or its profits are inadequate, the Company shall pay remuneration to its Executive
Directors in accordance with the provision of the Companies Act, 2013 and rules made
thereunder.

B. Remuneration for Non-Executive Directors

Non-Executive members of the Board shall be entitled for sitting fees for attending the meetings of
the Board or committees thereof. The sitting fee will be fixed by the Board of Directors from time to
time in accordance with the provisions of the Companies Act, 2013 and other applicable rules and
regulations. Non-Executive directors shall not be entitled to any fixed or monthly salary or other
remuneration.

C. Remuneration policy for the Key Managerial Personnel, Senior Management Personnel
and other employees.

The KMP (Except for Managing Director and Whole time Director), Senior Management Personnel
and other employees of the Company shall be paid monthly remuneration as per the Company''s HR
policies and/ or as may be approved by the Committee.

In determining the remuneration to Key Managerial Personnel, Senior Management Personnel and
other employees the following shall be considered:

i. the relationship of remuneration and performance benchmark is clear;

ii. the balance between fixed and incentive pay reflecting short- and long-term performance
objectives, appropriate to the working of the Company and its goals;

iii. the Company shall follow a compensation mix of fixed component and variable
component. Fixed Component comprises salaries, perquisites and retirement benefits
and a variable component comprises performance bonus and may include:

• Short-term incentives, based on the achievement of a number of individuals, pre- defined
financial and strategic business targets.

• Long-term incentives in the form of stock options, promoting a balance between short- term
achievements and long-term thinking, in accordance to various applicable laws.

• Pension contributions, made in accordance with applicable laws and employment
agreements.

• Severance payments in accordance with termination clauses in employment agreements.
Severance payments shall comply with local legal framework.

iv. the remuneration including annual increment and performance bonus is decided based
on the criticality of the roles and responsibilities, the Company''s performance vis-a-vis
the annual budget achievement, individuals'' performance vis-a-vis KRAs / KPIs, industry
benchmark and current compensation trends in the market. The Benchmark information
is obtained from recognized compensation service consultancies, whenever required.

BRIEF TERMS OF EMPLOYMENT AND DETAILS OF REMUNERATION PAID TO THE EXECUTIVE
DIRECTORS DURING THE YEAR ENDED MARCH 31, 2025

Sr. No.	Particulars	Mr. Dinesh Rathi (Director)	Mrs. Uma Rathi (Executive Director)	Mr. Aditya Rathi (Managing Director)
1.	Salary, benefits and allowances (fixed)	-	14,40,000.00	9,00,000.00
2.	Incentive (fixed)	-	-	-
3.	Provident fund	-	-	-
4.	Stock options granted	-	-	-
5.	Commission	-	-	-
	-as % of profit	-	-	-
	- others, specify...	-	-	-
6.	Others, please specify	-	-	-
	Total (A)	-	14,40,000.00	9,00,000.00

The aforementioned directors'' remuneration is pursuant to recommendation of the Nomination and
Remuneration Committee, approval of the Board and shareholders in compliance with the provisions
of the Act and Listing Regulations.

C. STAKEHOLDER''S RELATIONSHIP COMMITTEE
BRIEF DESCRIPTION AND TERMS OF REFERENCE

The Board has delegated the powers to a committee to approve transfer/transmission of shares,
considering and resolving the grievances, to oversee the performance of the Registrar & Share

Transfer Agent, Oversee the implementation and compliance of the Code of Conduct adopted by the
Company for prevention of Insider T rading and to attend all other matters related thereto:

COMPOSITION

Composition of Stakeholder''s Relationship Committee as on 31st March, 2025:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Manavendra Jayapal	Chairman	Independent Director
Ms. Siddhi Rathi	Member	Non- Executive Director
Mrs. Renuka Saurabh Borole	Member	Independent Director

During the period no meeting was held.

The Terms of reference and role of Stakeholders'' Relationship Committee covers the area as under:

1. Resolving the grievances of the security holders of the Company including complaints related to
transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the Company in respect of various
services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the Company.

5. To carry any other duties as may be required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Companies Act, 2013 and rules made thereunder and
delegated by the Board of Directors from time to time.

Shareholders grievances/ complaints received and resolved during the year:

Number of shareholders'' complaints received during the year ended March 31, 2025	0
Number of complaints not resolved to the satisfaction of shareholders	0
Number of pending complaints	0

D. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The company has not crossed the threshold limit as prescribed under section 135 of the Companies
Act, 2013, hence has not been constituted the Corporate Social Responsibility Committee for the year.

8. DIRECTORS AND KEY MANAGERIAL PERSONS:

A. THE PRESENT COMPOSITION OF THE BOARD:

The Company has eminent individuals from diverse fields as Directors on its Board, who bring in the
required skill, integrity, competence, expertise and experience that is required for making effective
contribution to the Board. The Board comprise of six (6) Directors with an appropriate mix of Non¬
Executive Directors, Executive Directors and Independent Directors.

Sr. No.	Name of the Director	Designation	Appointment	Resignation
1.	Mr. Dinesh Chhaganlal Rathi	Chairman & Director	05.05.2009	—
2.	Mrs. Uma Dinesh Rathi	Executive Director	05.05.2009	—
3.	Ms. Siddhi Dinesh Rathi	Non-Executive Director	25.08.2016	—
4.	Mr. Manavendra Jaypal	Independent Director	16.08.2018	—
5.	Mr. Aditya Dinesh Rathi	Managing Director	12.12.2017	—
6.	Mr. Anish Narendra Nashine	Independent Director	30.09.2021	14.08.2024
7.	Mrs. Renuka Saurabh Borole	Independent Director	14.08.2024

-RETIREMENT BY ROTATION

Pursuant to provisions of the Companies Act, 2013, Mr. Dinesh Rathi (DIN: 01516715) Director will
retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The Board recommends his re-appointment.

B. COMPOSITION OF KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 the following
are the KMPs of the Company:

Sr. No.	Key Managerial personnel	Designation	Appointment	Resignation
1	Mr. Aditya Dinesh Rathi	Managing Director	12.12.2017
2	Ms. Ravina Modi	Company Secretary	22.08.2022
3	Mr. Rajesh Nagpure	Chief Financial Officer	27.10.2022

9. GENERAL BODY MEETINGS

DETAILS FOR THE LAST THREE ANNUAL GENERAL MEETINGS ("AGM”)

AGM Date & Time	Venue	Resolutions
13th Annual General Meeting Friday, 30th September, 2022 at 10.00 A.M.	Plot No. 58, Ingole Nagar, Wardha Road, Nagpur- 440005 Maharashtra	• To receive, consider and adopt the Audited financial statements of the Company for the Financial Year ended 31st March, 2022, together with Reports of the Board of Directors and the Auditors thereon. • To re-appoint Mrs. Uma Dinesh Rathi as, a director, who retires by rotation and being eligible offer herself for re¬ appointment.
14th Annual General Meeting Saturday, 30th September, 2023 at 10.00 A.M.	Plot No. 58, Ingole Nagar, Wardha Road, Nagpur- 440005 Maharashtra	• To receive, consider and adopt the Audited financial statements of the Company for the Financial Year ended 31st March, 2023, together with Reports of the Board of Directors and the Auditors thereon. • To re-appoint Ms. Siddhi Dinesh Rathi as, a director, who retires by rotation and being eligible offer herself for re-appointment. • Re-appointment of Mr. Manavendra Jayapal (DIN 02499823) as an Independent Director of the Company. • Revision in the remuneration of Mr. Aditya Dinesh Rathi, Executive Director (DIN 08012021) of the company.
15th Annual General Meeting Monday, 30th September, 2024 at 10.00 A.M.		• To receive, consider and adopt the Audited Financial Statements of the Company for the Financial year ended 31st March, 2024, together with Reports of the Board of Directors and the Auditors thereon. • To appoint Mr. Aditya Dinesh Rathi (DIN 08012021) as a director, who retires by rotation and being eligible offer himself for re-appointment. • Change in Designation of Mr. Dinesh Rathi (DIN 01516715) from

Managing Director to Chairman cum Director. • Change in Designation of Mr. Aditya Rathi (DIN 08012021) from Executive Director to Managing Director. • Appointment of Mrs. Renuka Saurabh Borole (DIN:10735899) as a Non¬ Executive Independent Director. • Revision in the remuneration of Mr. Aditya Dinesh Rathi, Managing Director (DIN 08012021) of the company

10. MEANS OF COMMUNICATION

• Being SME listed company the publication of the half year and year to date audited/
unaudited financial results in the leading newspaper of India is not obligatory.

• The financial results and other corporate information are available on the website
www.dra.net.in of DRA Consultants Limited.

• The presentations made to the institutional investors or to the industry analysts are also
available on the Company''s website www.dra.net.in.

• Yearly audited financial results as a part of Annual Report are also sent to all the shareholders
whose email address is registered with their Depository Participants (DP)/ Company.

11. GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING

Date and Time: Tuesday, September 30, 2025 at 10:00 A.M.

Venue: At the Registered Address of the company

FINANCIAL YEAR

Being SME Listed Company, the provision of Quarterly results is not applicable. The half yearly
unaudited results are declared within forty-five days following each half year, and the annual
financial results within sixty days from the end of the financial year.

DIVIDEND PAYMENT DATE - N.A.

LISTING ON STOCK EXCHANGES

The equity shares of DRA Consultants Systems are listed and traded on Bombay Stock Exchanges
(BSE Limited), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 having Scrip Code
540144.

The annual listing fee for the F.Y. 2024-25 & F.Y. 2025-26 has been paid within the scheduled time
to BSE.

SHARE TRANSFER SYSTEM

As per SEBI norms, all requests for transfer of securities shall be processed only in dematerialized
form. Further vide circular dated January 24, 2022, SEBI has notified that all requests for duplicate
issuance, splitting and consolidation requests too will be processed in demat mode only.

T ransfer of Equity Shares in dematerialized form are done through depositories with no involvement
of the Company/ the registrar and share transfer agent. The registrar and share transfer agent of
DRA Consultants Limited periodically receives the details of beneficiary holdings from depositories

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2025

Shareholding of nominal value of (Rs)	Shareholders		Share Capital
	Number	% To total	Number	% To total
1 - 5000	327	76.40%	970391	8.85%
5001-10000	52	12.15%	462112	4.21%
10001-15000	12	2.80%	167500	1.53%
15001-20000	8	1.87%	152500	1.39%
20001 - 30000	11	2.58%	285000	2.60%
30001-40000	9	2.10%	310000	2.82%
40001-60000	3	0.70%	140000	1.28%
60001-80000	1	0.23%	62500	0.57%
80001-100000	1	0.23%	80096	0.73%
100001 & above	4	0.94%	8339901	76.02%

CATEGORY WISE SHAREHOLDING AS ON MARCH 31, 2025

Category	Category of Shareholder	No. of shares	Percentage
(A)	Promoters & Promoter Group

1.	Indian	8009998	73.02
2.	Foreign	-	-
	Sub Total (A)	8009998	73.02
(B)	Public Shareholding	-	-
1.	Institutions	-	-
	Mutual Funds / UTI	-	-
	Financial Institutions / Banks	-	-
	Foreign Institutional Investors/ Foreign Portfolio Investors	-	-
	Sub Total (B)(1)	-	-
2.	Non-institutions	-	-
	Body Corporate - Indian	57500	0.52
	Resident Individual shareholders holding nominal share capital up to Rs. 2 lakhs	1555002	14.18
	Resident Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs	1130000	10.30
	Directors & their relatives	50000	0.46
	Key Managerial Personnel
	Non-Resident Indians (NRIs)	12500	0.11
	Foreign Nationals	-	-
	Any Other (Clearing Members)	-	-
	Any Other (Bodies Corporate)	-	-
	Any Other (HUF)	155000	1.41
	Sub Total (B)(2)	2960002	26.98
	Total Public Shareholding (B)(1) (B)(2) = (B)	2960002	26.98
	Grand Total (A B)	10970000	100.00

DEMATERIALISATION OF SHARES

Shareholders seeking dematerialisation of their shares need to approach their Depository
Participants (DP) with whom they maintain a demat account. The DP will generate an electronic
request and will send the physical share certificate along with demat request form to the Registrar
and Share Transfer Agent (the “Registrar”) of the Company.

Upon receipt of the request and share certificate, the Registrar will verify the same and will confirm
the demat request. On confirmation, the demat account of the respective shareholder will be credited
with equivalent number of shares. In case of rejection of the request, the same shall be communicated
to the shareholder through their respective DPs.

About 99.99% of the issued and paid-up share capital of the Company has been dematerialised up to
financial year ended March 31, 2025. The International Securities Identification Number (ISIN) of
the Company is INE746V01016. The equity shares of the Company are traded on BSE throughout the
year under review and were not suspended from trading at any time during the year.

OUTSTANDING GDRS/ ADRS/ WARRANTS OR ANY CONVERTIBLE INSTRUMENTS,
CONVERSION DATE AND LIKELY IMPACT ON EQUITY

DRA Consultants Limited has not issued any GDRs/ ADRs. There were no outstanding convertible
warrants as on financial year ended March 31, 2025.

COMMODITY PRICE RISK / FOREIGN EXCHANGE RISK AND HEDGING

The nature of the Company''s operations as an engineering consultancy service provider does not
involve the direct procurement or trading of commodities, nor does it require substantial foreign
currency transactions. Revenue is primarily generated through the provision of professional
services, often billed in the local currency. As such, the Company is not exposed to significant
commodity price risk or foreign exchange rate fluctuations. Consequently, no hedging activities
related to commodity prices or foreign exchange risk are undertaken, and such financial risk
management measures are deemed not applicable to the Company''s current business model.

12. ADDRESS FOR CORRESPONDENCE

DRA Consultants Limited

Registered & Corporate Office

58, Ingole Nagar, Wardha Road, Nagpur-440005

Email: [email protected]

Branch Locations

a) Indore:

Add: 215-A, Telephone Nagar Extension,

Near Mahidpurwala House,

Indore Madhya Pradesh-452016

b) Pune:

Water Treatment Plant,

Sector 23, Near Appu Ghar,

Nigdi, Pune- 411044

c) Chennai:

R/o Flat H. No.: 4/37,

2nd Floor, Mahalaxmi Street,

T Nagar, Chennai-600017

d) Mumbai:

103, Anunagar, Waghbil, Kavesar,

Ghodbandar Road, Thane(W) - 400615

Maharashtra, India

e) Guwahati (Assam):

H. No. 55c, Piyali Phukan Road, Rehabari,

Guwahati - 781008, Assam, India

Address For Other Correspondence

For any assistance regarding dematerialisation of shares, share transfers, transmissions, change
of address, non-receipt of dividend or any other query relating to shares:

Registrar and Share Transfer Agent

Bigshare Services Pvt. Ltd

S6-2, 6^th Floor, Pinnacle Business Park,

Next to Ahura Centre, Mahakali Caves Road,

Andheri (East) Mumbai - 400093
Phone: [phone], Fax No.: 9122-62638299
Email: [email protected]
Website: www.bigshareonline.com

13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from all the Independent Directors of the Company as per
the provisions of Section 149 subsection (7) of the Companies Act, 2013, confirming that they meet
the criteria of independence as prescribed both under Section 149 sub-section (6) of the Companies
Act, 2013 read with the Rule 4 of Companies (Appointment and Qualification of Directors) Rule, 2014
and the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015.

14. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length
basis and were in the ordinary course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with interest of the company at large. Further,
enclosing Form AOC-2 in “ANNEXURE I”.

15. CHANGES IN SHARE CAPITAL

There is no Change in the Share Capital structure of the Company. The Share Capital structure at
March 31, 2025 stood as mentioned below:

PARTICULARS NO. OF SHARES SHARE CAPITAL (IN RS.)

Authorised Share Capital 12000000 Rs. 12,00,00,000/-

Paid up Share Capital 10970000 Rs. 10,97,00,000/-

16. STATUTORY COMPLIANCE, PENALTIES AND STRICTURES

During the year under review, there were no penalties imposed on DRA Consultants Limited for any
non-compliance by Stock Exchanges, SEBI or any other statutory authority on matters related to
capital markets during the last three years.

17. VIGIL MECHANISM

In order to ensure that the activities of the Company and its employees are conducted in a fair and
transparent manner by adoption of highest standards of professionalism, honesty, integrity and
ethical behavior, the Company has adopted a Vigil mechanism/Whistle Blower Policy.

The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to
report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code
of Conduct policy.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of
business operations and in order to maintain these standards, the Company encourages its
employees who have genuine concerns about suspected misconduct to come forward and express
these concerns without fear of punishment or unfair treatment.

The mechanism provides for adequate safe-guards against victimization of Directors and employees
to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee
in exceptional cases. This neither releases employees from their duty of confidentiality in the course
of their work nor can it be used as a route for raising malicious or unfounded allegations about a
personal situation.

18. COMPLIANCE WITH MANDATORY REQUIREMENTS AND ADOPTION OF NON-MANDATORY
REQUIREMENTS OF REGULATION 27(1) READ WITH PART-E OF SCHEDULE-II OF THE
LISTING REGULATIONS

Being SME Listed Company Regulation 27 of SEBI LODR is not applicable to the company.

19. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE REGARDING NON¬
DISQUALIFICATION OF DIRECTORS

M/s. Kunal Dutt & Associates has issued a certificate under the Listing Regulations, confirming that
none of the Directors on the Board of the Company has been debarred or disqualified from being

appointed or continuing as Director of Company by SEBI, Ministry of Corporate Affairs or any such
statutory authority. The said certificate is enclosed as ANNEXURE-VI to this report.

20. WEB LINK WHERE POLICY FOR DETERMINING ''MATERIAL'' SUBSIDIARIES IS DISCLOSED

In terms of the provisions of Listing Regulations, your Company has a policy for determining Material
Subsidiary and such policy is available on the Company''s website at the link:
https://www.dra.net.in/wp-content/uploads/2022/10/8.-Policy-on-Material-Subsidiaries.pdf

21. WEB LINK WHERE POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS

In compliance of the provisions of Listing Regulations, the policy on dealing with Related Party
T ransactions has been uploaded on the website of the Company at the following link:
https://www.dra.net.in/wp-content/uploads/2023/02/7.-Policy-on-Related-Party-
Transaction.pdf

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2025 the applicable
accounting standards had been followed along with proper explanation relating to material
departures;

b) 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 the company at the end of the financial year 31^st March, 2025 and of
the 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 Directors have prepared the annual accounts for the period ended 31^st March, 2025 on a
going concern basis.

e) the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has no subsidiaries, joint ventures and associate companies during the year.

24. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 in Form MGT - 7 in accordance with Section
92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, will be
available on the website of the Company at https://www.dra.net.in/.

25. PARTICULARS OF EMPLOYEES

The details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as
ANNEXURE - II.

Further during the year under review, none of the employees were entitled to receive remuneration
exceeding the prescribed limit set under Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

26. REGISTRAR AND TRANSFER AGENT

The Board had appointed M/s. Bigshare Services Private Limited as Registrar and Transfer Agent
(RTA) at their meeting held on 25 ^th August, 2016. The Company''s Registrar & Share Transfer Agents,
M/s. Bigshare Services Private Limited is fully equipped to carry out the transfers of shares and
redress Investor complaints.

27. AUDITORS

A. STATUTORY AUDITORS:

The members at the 12 ^th Annual General Meeting held on Thursday, 30^th September, 2021 appointed
M/s K N D & Associates, Chartered Accountants (Firm Registration No. - 112180W) as Statutory
Auditors of the Company to hold office for a period of five [5] years commencing from conclusion of
12 ^th Annual General Meeting till the conclusion of Annual General Meeting to be held in the year 2026.
M/s K N D & Associates have confirmed their eligibility and that they are not disqualified under the
Companies Act, 2013, for their continuance as Statutory Auditors of the Company.

The Auditors'' Report for FY 2024-25 provided by M/s K N D & Associates, Chartered Accountants,
Statutory Auditors of the Company on Standalone Financial Statements (''Financial Statements'') does
not contain any qualification, reservation or adverse remark. The statements made by the Auditors
in their report are self - explanatory and do not call for any further comments. The Auditor''s Report
is enclosed as separate section with the financial statements in this Annual Report.

B. SECRETARIAL AUDITOR

Pursuant to provision of section 204 of Companies Act, 2013 read with rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of directors on the
recommendation of the Audit Committee, in its meeting held on May 16, 2025, appointed Mr. Kunal
Dutt, Practicing Company Secretary (CP No. 10188) as Secretarial Auditor to conduct the secretarial
audit of the company for the financial year 2024 - 2025.

In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has
annexed to this Board''s Report as Annexure-III, a Secretarial Audit Report given by the Secretarial
Auditor. The Secretarial Auditors'' Report for FY 2024-25 does not contain any qualification,
reservation, or adverse remark. The statements made by the Secretarial Auditor in his report are self
- explanatory and do not call for any further comments.

As required under Listing Regulations the Practicing Company Secretary''s Certificate on Corporate
Governance and non-disqualification of directors including KYC requirement is appended as
Annexure-VI. The appended certificate does not contain any qualification, reservation or adverse
remarks.

C. INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Act and rules made thereunder, the Board of
Directors of the Company has appointed M/s D N Tonpe & Co. Chartered Accountant Registration
No. 111019W as an Internal Auditor to conduct the Internal Audit of the Company.

The Board has appointed M/s D N Tonpe & Co., Chartered Accountant (FRN: 111019W) as Internal
Auditor to conduct the Internal audit of your Company for the financial year 2024-25.

28. REPORTING OF FRAUD BY AUDITORS

During the year under review, none of the Auditors have reported to the audit committee, under
Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company
by its officers or employees, the details of which would need to be mentioned in the Board''s report.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and
Outgo required under the Rule 8 of the Companies (Accounts) Rules, 2014 is annexed and marked
“ANNEXURE IV” and forms part of this Report.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

The Company has effective ''internal financial controls'' that ensure an orderly and efficient conduct
of its business, including adherence to Company''s policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records, and timely
preparation of reliable financial information.

31. THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE

No significant or material orders were passed by the regulators or courts or tribunals impacting the
going concern status and company''s operations in future during the year under review.

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY

There were no material changes and commitments in the business operations of the Company from
the Financial Year ended 31^st March, 2025 to the date of signing of the Director''s Report.

33. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED:

Your Company has not given any loan or guarantee to any person or body corporate nor invested in
anybody corporate during the Financial Year under review pursuant to Section 186 of Companies
Act, 2013.

34. RISK MANAGEMENT

The Board has formally adopted steps for framing, implementing and monitoring the risk
management plan for the Company by way of Risk Management Policy. The Board is very vigilant
in working and also have proper internal control systems to minimize the operational and business
risk. Company also encourages Whistle Blower system in the company.

35. FORMAL ANNUAL EVALUATION

Your Company has devised a Policy for selection of Directors, determining independence of Directors
and for performance evaluation of Independent Directors, Board, Committees and other individual
Directors which include criteria for performance evaluation of the non-executive directors and
executive directors.

36. DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY MEMBERS OF
THE BOARD AND SENIOR MANAGEMENT PERSONNEL

The Company has complied with the requirements about code of conduct for Board members and Sr.
Management Personnel.

The Board has laid down a Code of Conduct for all Board members and senior management personnel
of the Company, which is available on DRA Consultants Limited''s website at
https://www.dra.net.in/wp-content/uploads/2022/10/4.-Code-of-Conduct-%E2%80%93-Board-
Senior-Management.pdf

The Company has obtained confirmations for the compliance with the said code from all its Board
members and senior management personnel for the year ended March 31, 2025.

A declaration to this effect given by Mr. Aditya Rathi, Managing Director of the Company, is annexed
and marked “ANNEXURE V" and forms part of this Report.

37. MECHANISM FOR BOARD EVALUATION

SEBI (LODR) Regulations, 2015 states that the board shall monitor and review the board evaluation
framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual directors. The Schedule IV
of the Companies act, 2013 states that the performance evaluation of the independent directors shall
be done by the entire Board of Directors, excluding the Director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding of the
Company''s vision and objective, skills, knowledge and experience, participation and attendance in
Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc. The
Board has carried out the annual performance evaluation of its own performance, the Directors
individually as well as evaluation of the working of its Board Committees. A meeting of the
Independent Directors was also held which reviewed the performance of Non-Independent
Directors, Chairman and the quality, quantity and time lines of flow of information between the
Company management and Board.

38. CORPORATE GOVERNANCE

Since the Company has listed its securities on SME platform of BSE Limited, the provisions of
Corporate Governance as specified in regulations of SEBI (LODR) Regulation, 2015 are not
applicable to the Company for the financial year ended 31^st March 2025.

39. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013 (SHWWA):

Your Company is committed to providing a work environment that is professional and mature, free
from animosity and one that reinforces the value of integrity that includes respect for the individual.
The Company has always believed in providing a safe and harassment free workplace for every
individual working in the Company''s premises through various interventions and practices. The
Company always endeavors to create and provide an environment that is free from discrimination
and harassment including sexual harassment. All employees are treated with dignity with a view to
maintain a work environment free of sexual harassment whether physical, verbal or psychological.
The Policy aims to develop a harmonious and productive working environment free from sexual
harassment. The Company also ensures all allegations of sexual harassment are investigated and
dealt with effectively and appropriately.

40. MATERNITY BENEFIT

The company is in compliance with the provisions relating to the Maternity Benefit Act, 1961.

41. GREEN INITIATIVES

Electronic copies of Annual Report 2024-25 and the Notice of 16^th Annual General Meeting shall be
sent to all the members whose email addresses are registered with the company/ depository
participant. Physical copies of Annual Report will be sent to only to those members who request the
Company for the same once dispatch of Annual Report and Notice of AGM through electronic means
is completed.

42. SECRETARIAL STANDARDS

Your company has complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India.

43. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following item as
there were no transactions on these items during the year under review:

1. Neither the Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries as the company has no subsidiaries.

44. OTHER DISCLOSURES

During the financial year under review:

• the Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2,

relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively.

• the Company does not have any stock option plan in force.

• the Company has neither invited nor accepted any deposits from the public within the
purview of the Act and the Rules made thereunder, and accordingly no amount on account of
principal or interest on public deposits was outstanding as on March 31, 2025.

• the Company has not issued shares with differential voting rights and sweat equity shares.

• no disclosure is required under Section 67 (3) (c) of the Act in respect of voting rights not
exercised directly by employees of the Company, as the provisions of the said section are not
applicable.

• the Company is not required to maintain Cost records under Section 148(1) of the Act.

• no significant or material orders were passed by the regulators or courts or tribunals which
could impact the going concern status of the Company and its future operations.

• no material changes and commitments have occurred after the close of the year till the date
of this report which may affect the financial position of the Company except as mentioned in
this report elsewhere.

45. ACKNOWLEDGMENT

The Board of Directors are pleased to place on record their appreciation of the co-operation and
support extended by ICICI Bank Limited, various State and Central Government agencies, Stock
Exchange and other Agencies. The Board would like to thank the Company''s shareholders,
Customers, Service providers for the support and the confidence, which they have reposed in its
management. The Board also wishes to place on record its highest appreciation of the valuable
services rendered by all the employees of the Company.

For and on behalf of the Board of Directors
For DRA Consultants Limited

Sd/- Sd/- Sd/-

Dinesh Rathi Uma Rathi Aditya Rathi

Place: Nagpur (Director) (Executive Director) (Managing Director)

Date: 25‘^h August, 2025 (DIN: 01516715) (DIN: 02578611) (DIN: 08012021)

---

Mar 31, 2024

Your directors are pleased to present the 15^th Annual Report on the business and operations of the Company and the financial results for the year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE		(Amount in ^ Hundreds)
PARTICULARS	2023-24	2022-23
Revenue from operations	1962911.56	1504314.79
Other Income	59761.46	58304.18
Total Expenditure	1713873.12	1324948.79
Finance Cost	18586.27	13402.33
Depreciation	71278.61	64389..42
Profit before taxation	308799.90	237670.19
Tax Expenses	70719.37	64147.16
Net Profit	238080.53	173523.03

During the year under the review, Revenue from operations of the Company stood at Rs. 1962.91 Lakhs as against the turnover from operations of Rs. 1504.31 Lakhs in the previous year. Net profit for the period stood at Rs. 238.07 Lakhs as against Rs. 173.33 Lakhs in the previous year.

KEY PROJECTS:

• Appointment of Consultant for Detailed Project Report (DPR) and Providing Project Management Consultancy (PMC) for Sourcing of Water from Andra Dam for Pimpri Chinchwad Municipal Corporation

• Preparation of Detailed Project Report (DPR) and Project Management Consultant (PMC) for Water Supply & Sewerage Projects to be taken under AMRUT 2.0/ Govt. Schemes / PPP Projects for Nagpur Metropolitan Region Development Authority (T.No. 01, Dt. 04.08.2023

• Appointment of Project Management Consultant for Preparation of DPR for External Water Supply, External Sewerage System, WTP, RWRM and STP including Post Tender Activity for Sanctioned Town Planning Scheme under Jurisdiction of PMRDA region in Wadachiwadi (TPS-2) & Autade Handewai (TPS-3)

• Preparing DPR''s and to Function as PMC for the Implementation of the Used Water Management Related Projects Under SBM 2.0 and Allied Infrastructure for State Urban

Development Agency (SUDA), Chhattisgarh (2nd Call for Raipur, Durg & Bastar Division) -Raipur Division

• Project Management Consultancy Services for Water Supply Projects of PCMC AMRUT 2 Projects / Additional Projects

• Appointment of Technical Services Provider (TSP) and Project Implementation Unit (PIU) for Condition Assessment and Upgradation of Sewerage T reatment Plants and Pumping Stations of Pimpri-Chinchwad City

• Request for Proposal to Develop Robust Baseline to Measure the Current Levels of Access to Water Supply Services - Both Quantity and Quality - Available to Households in the 15 Areas in the Chennai City area that falls under the Jurisdiction of the Greater Chennai Corporation (GCC) and CMWSSB''s Operational and Financial

• Appointment of Consultants for ''Preparation of Feasibility Report & Detailed Project Report for Utilization of Water from Deharji Dam for providing drinking water facility to Mumbai Metropolitan Region

• Consultancy Services for Preparation of DPR for Water Supply Scheme for PM Mitra Park, Bhensola Dist. Dhar

• Appointment of Consultant for Preparing DPR of Project to be taken under AMRUT 2.0 / Govt. Scheme / PPP and Project Management Consultant (PMC) for Nagpur Municipal Corporation

• Technical Services Provider (TSP) and Project Implementation Unit (PIU) for Sewer Drain Network, Storm Water Drain Network and Rehabilitation of Nallas of Pimpri-Chinchwad City

• Consultancy Services for Up-gradation of WWTP at Industrial Area Namkeen Cluster Dist Indore

• Consultancy Services for Preparation of DPR Under AMRUT 2.0 (TRANCHE-III)

• Consultancy Services for Preparation of DPR Under AMRUT 2.0 (TRANCHE-II)

• Preparation of DPR for Augmentation WSS Stage-2 for Chandrapur Municipal Corporation under AMRUT 2.0

• Preparation of DPR for Augmentation Sewerage Scheme for Chandrapur Municipal Corporation under AMRUT 2.0

• Consultancy Services for Preparing DPR for Development of Sewerage Collection System and 35 MLD STP for South Sewerage Zone (Excluding Hudkeshwar & Narsala) & Rejuvenation of Pohra River in Nagpur to be taken under AMRUT-2.0 / Govt. Schemes for Nagpur Municipal Corporation

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Cantonment Board Jabalpur

• Carrying out detailed Water Audit from Shahad head Works to WTP T emghar, WTP T emghar to Mankoli MBR, Mankoli MBR to Chene & WTP Temghar to Bhiwandi City-Rural Area and Energy Audit of Raw Water Pumping Station Shahad, WTP Temghar & Patlipada Pumping Station

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Mohgaon

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Amarwara

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Bichhua

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Piplanarayanwar

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Badkuhi

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Lodhikheda

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Chand

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Harrai

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Chaurai Khas

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Chandameta Butaria

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Junnardev

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Damua

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Sausar

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Barghat

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Lakhnadon

• DPR Consultants for Water supply, sewerage/ septage management, sanitation, rejuvenation of water bodies, development of green spaces of various ULBs of Madhya Pradesh, in Jal Jeevan Mission (Urban) - Neuton Chikhli Kalan

• Project Management Consultant Work of Hingane (Gawhad) 13 villages Regional Water Supply Scheme, Taluka - Nandura, Dist - Buldhana, Under Jal Jeevan Mission

• Project Management Consultant Work of Rohinkhed and 14 Villages Regional Water Supply Scheme, Taluka - Motala, Dist. - Buldhana, Under Jal Jeevan Mission

• Transactional Advisory Services for Funding and O&M of 250 Electric Buses for Nagpur City for Urban Transport System of Nagpur Municipal Corporation, Transport Department.

• Consulting Services for Detailed Engineering Design and Supervision Services (DED) for KANO State Water Board, Kano Nigeria (French Development Agency (AFD) Support to the 3rd National Urban Water Sector Reform Project in Kano State)

• Consultancy for Utilities Engineering - Consultancy Services for Utilities i.e., Cooling and Process Water system, Compressed Air System, Fire Fighting, Drinking Water, Sewerage treatment for cement Plant (Pre-Clinkration and post- Clinkration of Jaykay Cem (central) Ltd. Plant at Panna, (MP)

• Consultancy services for preparation of comprehensive water supply and sewerage master plan for 2 Urban Sectors (South B and East A) of Nagpur Metropolitan region.

• Design and project management Consultancy services for capacity enhancement of Ravet pumping station and Nigadi Water Treatment Plant (WTP) by 100 MLD.

• Additional work under AMRUT of Project Management Consultancy for implementation and operation and maintenance of Continuous (24x7) Pressurized Water Supply system in 60% Area of Pimpri-Chinchwad Municipal Corporation.

• Project Management Consultancy for implementation of Continuous (24x7) Pressurized Water Supply system in 60% Area of Pimpri-Chinchwad Municipal Corporation O&M Phase.

• Project Management consultancy For Implementation of Continuous (24x7) Pressurized Water Supply system in 60% Area of Pimpri-Chinchwad Municipal Corporation.

• Project Management Services for Sourcing of Water from Andra Dam and Bhama Askhed Dam for Pimpri-Chinchwad City

• Project Management Consultancy Services for ABD Area Water Supply and Sewerage Network System Improvement Work Indore Smart City.

• Project Management Consultancy Services for Water Supply and Sewerage Improvement Works including SCADA for Indore Municipal Corporation under AMRUT Yojana Indore PMC.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no significant material changes and commitments affecting financial position of the company between 31^st March, 2024 and the date of Board''s Report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

The company has not changed the nature of business during the financial year under review.

4. DIVIDEND

With a view to conserve the resources of the Company, Your Directors do not propose to recommend any dividend. These retained earnings can be utilized in future for financing expansion programmes and for meeting the fixed or working capital needs of the Company.

5. TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 238.07 Lakhs to the General Reserve.

6. MEETINGS

A. BOARD MEETINGS

During the year, Nine Board Meetings were held. The details are as mentioned below:

SR. NO.	DATE OF MEETING	TOTAL NO OF DIRECTORS AS ON MEETING	ATTENDANCE
1.	19.04.2023	6	5
2.	29.04.2023	6	5
3.	03.05.2023	6	5
4.	18.07.2023	6	5

5.	14.08.2023	6	6
6.	26.10.2023	6	5
7.	09.11.2023	6	6
8.	04.03.2024	6	5
9.	28.03.2024	6	5

B. COMMITTEE MEETINGS:

• AUDIT COMMITTEE MEETINGS

During the year, Three Audit Committee Meetings were held. The details are given as under:

Sr. No.	Date of meeting	Total no of directors as on meeting	Attendance
1	19.04.2023	3	3
2	03.05.2023	3	3
3	09.11.2023	3	3

• NOMINATION AND REMUNERATION COMMITTEE

During the year, Four Nomination and Remuneration Committee Meetings were held. The details are given as under:

Sr. No.	Date of meeting	Total no of directors as on meeting	Attendance
1	29.04.2023	3	2
2	14.08.2023	3	3
3	26.10.2023	3	2
4	28.03.2024	3	2

7. COMPOSITION OF COMMITTEES

The composition, terms of reference and other details of all Board level committees have been elaborated below:

A. AUDIT COMMITTEE

BRIEF DESCRIPTION AND TERMS OF REFERENCE

DRA Consultants Limited has a qualified and Independent Audit Committee. During the year under review, there was no change in the composition of the Audit Committee

COMPOSITION AND MEETING:

Composition of Audit Committee as on 31^st March, 2024:

Name of the Director	Status in Committee	Nature of Directorship	Number of Meetings held during the Financial Year 202324
			Held	Attended
Mr. Manavendra Jayapal	Chairman	Independent Director	3	3
Mr. Dinesh Rathi	Member	Chairman and Managing Director	3	3
Mr. Anish Narendra Nashine	Member	Independent Director	3	3

The Audit Committee invites such executives of the Company as it considers appropriate to be present at its meetings. The representatives of the Statutory Auditors and Internal Auditors are also invited to the Audit Committee meetings. The Company Secretary of the Company acts as the Secretary to the Audit Committee.

POWERS OF THE AUDIT COMMITTEE

The Audit Committee has adequate powers to play an effective role as required under the provisions of the Act and the Listing Regulations and to review the mandatory applicable information.

The Audit Committee shall have powers which shall include the following:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To have full access to information contained in the records of the Company.

4. To obtain outside legal or other professional advice.

5. To secure attendance of outsiders with relevant expertise, if it considers necessary.

The Audit Committee shall mandatorily review the following information:

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

c. Management letters / letters of internal control weaknesses issued by the statutory auditors;

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee

f. statement of deviations:

i. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

ii. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the Audit committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

The role of the Audit Committee not limited to but includes:

1. Oversight of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible

2. Recommending to the Board, the appointment, remuneration and terms of appointment of auditors of the listed entity

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors

4. Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ Prospectus/ Draft Prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor''s independence, performance and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors;

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate;

21. To review “Internal Controls to prevent Insider Trading” and shall review compliances with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 at least once in a financial year and shall verify that the systems for internal control are adequate and are operating effectively.

22. To carry any other duties as may be required under the SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015 and the Companies Act, 2013 and rules made thereunder and delegated by the Board of Directors from time to time.

B. NOMINATION AND REMUNERATION COMMITTEE BRIEF DESCRIPTION AND TERMS OF REFERENCE

During the year under review, there was no change in the Composition of Nomination and Remuneration Committee and it consists only of Non-Executive Independent Directors as per the

provisions of Section 178 of the Act and the rules made thereunder and Regulation 19 of Listing Regulations.

COMPOSITION:

Composition of Nomination and Remuneration Committee as on 31^st March, 2024

Name of the Director	Status in Committee	Nature of Directorship	Number o held during Year 2023-24	f Meetings the Financial
			Held	Attended
Mr. Manavendra Jayapal	Chairman	Independent Director	4	4
Mr. Anish Narendra Nashine	Member	Independent Director	4	4
Ms. Siddhi Rathi	Member	Non-Executive Director	4	1

The Terms of reference and role of Nomination and Remuneration Committee covers the area as under:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel, senior management personnel and other employees. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

2. Formulation of criteria for evaluation of performance of independent directors and the board of directors;

3. Devising a policy on diversity of board of directors;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;

5. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

6. Recommend to the board, all remuneration, in whatever form, payable to senior management;

7. Support the Board and Independent Directors in evaluation of the performance of the Board, its committees and individual directors;

8. To carry any other duties as may be required under the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 and the Companies Act, 2013 and rules made thereunder or as may be delegated by the Board of Directors from time to time.

PERFORMANCE EVALUATION

In terms of the provisions of the Act, Listing Regulations and as per the recommendation of the Nomination and Remuneration Committee, Board has adopted a formal mechanism for evaluating its performance, as well as that of its committees and individual directors. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & Committees, experience & competencies, leadership attribute of the directors through vision and values, strategic thinking and decision making, commercial and business acumen, contribution to resolution of divergent views, proactive participation, time commitment, teamwork skills and adequacy of business strategy.

NOMINATION AND REMUNERATION POLICY INTRODUCTION

This policy on Nomination and Remuneration of Directors, Key Managerial Personnel (“KMP”), Senior Management Personnel (“SMP”) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), as amended from time to time, in order inter-alia to pay equitable remuneration to Directors, KMPs, SMP and other employees of the Company. This policy shall act as guidelines on matters relating to the remuneration, appointment of the Directors, Key Managerial Personnel and Senior Management Personnel and other employees.

APPLICABILITY

The Policy is applicable to:

• Directors (Executive and Non-Executive)

• Key Managerial Personnel

• Senior Management Personnel and other employees

DEFINITIONS

In this policy unless the context otherwise requires

a) “Act” means Companies Act, 2013 and rules made thereunder, as amended from time to time.

b) “Company” means DRA Consultants Limited.

c) “Board” means Board of Directors of DRA Consultants Limited.

d) “Committee” means Nomination and Remuneration Committee of the Company as constituted by the Board from time to time.

e) “Key Managerial Personnel” or “KMP” means Managing Director, Whole-time Director, Chief Executive Officer, Chief Financial Officer, Company Secretary and such other persons who may be deemed to be KMP under the Companies Act, 2013.

f) “Senior Management Personnel” means officers/ personnel of the Company, who are members of

its core management team excluding Board of Directors and shall comprise all members of management one level below the Chief Executive Officer/ Managing Director/ Whole Time Director/ Manager (including Chief Executive Officer/ Manager, in case they are not part of the Board) and shall include Functional head, Company Secretary and Chief Financial Officer.

ROLE OF THE NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee shall govern the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and Senior Management Personnel and other employees. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

• use the services of an external agencies, if required;

• consider candidates from a wide range of backgrounds, having due regard to diversity; and

• consider the time commitments of the candidates.

2. formulation of criteria for evaluation of performance of independent directors and the board of directors;

3. devising a policy on diversity of board of directors;

4. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;

5. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

6. recommend to the board, all remuneration, in whatever form, payable to senior management;

7. support the Board and Independent Directors in evaluation of the performance of the Board, its committees and individual directors;

8. To carry any other duties as may be required under the SEBI (Listing Obligation & Disclosures Requirement) Regulations, 2015 and Companies Act, 2013 and rules made thereunder or as may be delegated by the Board of Directors from time to time.

CRITERIA FOR SELECTION OF CANDIDATES FOR MEMBERSHIP ON THE BOARD OF DIRECTORS, KMP''S AND SENIOR MANAGEMENT PERSONNEL

a. General Criteria

A person to be appointed as Director, KMP or Senior Management Personnel should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/ satisfactory for the concerned position.

Further, person to be appointed/ re-appointed as director should:

- be an individual of the highest integrity and have an inquiring mind, a willingness to go into details and the ability to work well with others;

- be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director;

- be willing and able to devote sufficient time to the affairs of the Company and be diligent in fulfilling the responsibilities of a director;

- have the capacity and desire to represent the best interests of the stakeholders as a whole; and

- not be disqualified under the provisions of the Companies Act, 2013 and applicable rules and regulations.

b. Specific Criteria

In addition to the aforesaid, the Nomination and Remuneration Committee may, if it deems fit, advise from time to time, develop specific criteria outlining the qualification, skills, experience, expertise, backgrounds, and other characteristics that should be represented on the Board to enhance its effectiveness. Any such criteria should take into account the particular needs of the Company based on its business, size, ownership, growth objectives, community, customers and other characteristics and should be adjusted as these Company''s characteristics evolve.

POLICY ON REMUNERATION

The remuneration policy of the Company reflects the Company''s objectives for good corporate governance as well as sustained long- term value creation for shareholders and guided by a common reward framework and set of principles and objectives as more fully and particularly envisaged under Section 178 of the Act, inter-alia principles pertaining to determining qualifications, positive attributes, integrity and independence etc. Remuneration policy of DRA Consultants is as follows:

A. Executive Directors'' Remuneration

1. At the time of appointment or re-appointment, Managing Director and the Executive Directors of the Company i.e., Whole-time Director as defined in the Companies Act, 2013 by whatever name may be called (hereinafter known as Executive Directors) shall be paid such remuneration as may be proposed by Nomination and Remuneration Committee and subsequently approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013.

2. The remuneration shall be subject to the approval of the Members of the Company at its General Meeting, wherever required under the provisions of the Companies Act, 2013 and rules made there under or under the provision of any other laws as may be applicable.

3. The remuneration of the Executive Directors is broadly a gross remuneration comprises of basic salary, allowances, perquisites, amenities and retiral benefits.

4. In determining the remuneration (including the element as defined in clause 3) the Nomination and Remuneration Committee shall ensure/ consider the following:

I. Remuneration shall be evaluated annually against performance industry benchmarks and

current trends.

II. Balance between fixed and incentive pay reflecting short- and long-term performance objectives, appropriate to the working of the Company and its goals.

III. Responsibility required to be shouldered by the Executive Directors, the industry benchmarks and the current trends.

IV. The Company''s performance vis-a-vis the annual budget achievement and individual performance vis- a-vis the KRAs / KPIs.

5. Minimum remuneration to Executive Directors if in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Executive Directors in accordance with the provision of the Companies Act, 2013 and rules made thereunder.

B. Remuneration for Non-Executive Directors

Non-Executive members of the Board shall be entitled for sitting fees for attending the meetings of the Board or committees thereof. The sitting fee will be fixed by the Board of Directors from time to time in accordance with the provisions of the Companies Act, 2013 and other applicable rules and regulations. Non-Executive directors shall not be entitled to any fixed or monthly salary or other remuneration.

C. Remuneration policy for the Key Managerial Personnel, Senior Management Personnel and other employees.

The KMP (Except for Managing Director and Whole time Director), Senior Management Personnel and other employees of the Company shall be paid monthly remuneration as per the Company''s HR policies and/ or as may be approved by the Committee.

In determining the remuneration to Key Managerial Personnel, Senior Management Personnel and other employees the following shall be considered:

i. the relationship of remuneration and performance benchmark is clear;

ii. the balance between fixed and incentive pay reflecting short- and long-term performance objectives, appropriate to the working of the Company and its goals;

iii. the Company shall follow a compensation mix of fixed component and variable component. Fixed Component comprises salaries, perquisites and retirement benefits and a variable component comprises performance bonus and may include:

• Short-term incentives, based on the achievement of a number of individuals, pre- defined financial and strategic business targets.

• Long-term incentives in the form of stock options, promoting a balance between short- term achievements and long-term thinking, in accordance to various applicable laws.

• Pension contributions, made in accordance with applicable laws and employment agreements.

• Severance payments in accordance with termination clauses in employment agreements. Severance payments shall comply with local legal framework.

iv. the remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Company''s performance vis-a-vis the annual budget achievement, individuals'' performance vis-a-vis KRAs / KPIs, industry benchmark and current compensation trends in the market. The Benchmark information is obtained from recognized compensation service consultancies, whenever required.

BRIEF TERMS OF EMPLOYMENT AND DETAILS OF REMUNERATION PAID TO THE EXECUTIVE DIRECTORS DURING THE YEAR ENDED MARCH 31, 2024

Sr. No.	Particulars	Mr. Dinesh Rathi (Director)	Mrs. Uma Rathi (Executive Director)	Mr. Aditya Rathi (Managing Director)
1.	Salary, benefits and allowances (fixed)	-	14,40,000.00	6,00,000.00
2.	Incentive (fixed)	-	-	-
3.	Provident fund	-	-	-
4.	Stock options granted	-	-	-
5.	Commission	-	-	-
	-as % of profit	-	-	-
	- others, specify...	-	-	-
6.	Others, please specify	-	-	-
	Total (A)	-	14,40,000.00	6,00,000.00

The aforementioned directors'' remuneration is pursuant to recommendation of the Nomination and Remuneration Committee, approval of the Board and shareholders in compliance with the provisions of the Act and Listing Regulations.

C. STAKEHOLDER''S RELATIONSHIP COMMITTEE BRIEF DESCRIPTION AND TERMS OF REFERENCE

The Board has delegated the powers to a committee to approve transfer/transmission of shares, considering and resolving the grievances, to oversee the performance of the Registrar & Share Transfer Agent, Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider T rading and to attend all other matters related thereto:

COMPOSITION

Composition of Stakeholder''s Relationship Committee as on 31st March, 2024:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Anish Narendra Nashine	Member	Independent Director
Mr. Manavendra Jayapal	Chairman	Independent Director
Ms. Siddhi Rathi	Member	Non- Executive Director

During the period no meetings were held.

The Terms of reference and role of Stakeholders'' Relationship Committee covers the area as under:

1. Resolving the grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

5. To carry any other duties as may be required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 and rules made thereunder and delegated by the Board of Directors from time to time.

Shareholders grievances/ complaints received and resolved during the year:

Number of shareholders'' complaints received during the year ended March 31, 2024	0
Number of complaints not resolved to the satisfaction of shareholders	0
Number of pending complaints	0

D. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The company has not crossed the threshold limit as prescribed under section 135 of the Companies Act, 2013, hence has not been constituted the Corporate Social Responsibility Committee for the year.

8. DIRECTORS AND KEY MANAGERIAL PERSONS:

A. COMPOSITION OF THE BOARD:

Sr. No.	Name of the Director	Designation	Appointment	Resignation
1.	Mr. Dinesh Chhaganlal Rathi	Chairman & Director	05.05.2009	—
2.	Mrs. Uma Dinesh Rathi	Executive Director	05.05.2009	—
3.	Ms. Siddhi Dinesh Rathi	Non-Executive Director	25.08.2016	—
4.	Mr. Manavendra Jaypal	Independent Director	16.08.2018	—
5.	Mr. Aditya Dinesh Rathi	Managing Director	12.12.2017	—
6.	Mr. Anish Narendra Nashine	Independent Director	30.09.2021	—

-RETIREMENT BY ROTATION

Pursuant to provisions of the Companies Act, 2013, Mr. Aditya Dinesh Rathi (DIN: 08012021) Director will retire at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment.

B. COMPOSITION OF KEY MANAGERIAL PERSONNEL

The details of the Key Managerial personnel of the Company are as tabled below:

Sr. No.	Key Managerial personnel	Designation	Appointment	Resignation
1	Ms. Ravina Modi	Company Secretary	22.08.2022
2	Mr. Rajesh Nagpure	Chief Financial Officer	27.10.2022

9. GENERAL BODY MEETINGS DETAILS FOR THE LAST THREE ANNUAL GENERAL MEETINGS ("AGM”)
AGM Date & Time	Venue	Resolutions
12th Annual General Meeting Thursday, 30 th September, 2021 at 10.00 A.M.	Plot No. 58, Ingole Nagar, Wardha Road, Nagpur-440005 Maharashtra	• To receive, consider and adopt the Audited financial statements of the Company for the Financial Year ended 31st March, 2021, together with Reports of the Board of Directors and the Auditors thereon. • To appoint Mr. Dinesh Rathi as, a director, who retires by rotation and being eligible offer himself for reappointment. • To appoint M/s. K N D & Associates, Chartered Accountants, Nagpur as the Statutory Auditors of the Company. • To re-appoint Mr. Dinesh Rathi, as Managing Director of the Company. • Appointment of Mr. Anish Narendra Nashine (DIN: 09289733) as a NonExecutive Independent Director. • Change in designation of Mr. Aditya Dinesh Rathi (DIN 08012021) from Non-Executive Director to Executive Director of the Company.

13th Annual General Meeting Friday, 30th September, 2022 at 10.00 A.M.	Plot No. 58, Ingole Nagar, Wardha Road, Nagpur-440005 Maharashtra	• To receive, consider and adopt the Audited financial statements of the Company for the Financial Year ended 31st March, 2022, together with Reports of the Board of Directors and the Auditors thereon. • To re-appoint Mrs. Uma Dinesh Rathi as, a director, who retires by rotation and being eligible offer herself for reappointment.
14th Annual General Meeting Saturday, 30th September, 2023 at 10.00 A.M.	Plot No. 58, Ingole Nagar, Wardha Road, Nagpur-440005 Maharashtra	• To receive, consider and adopt the Audited financial statements of the Company for the Financial Year ended 31st March, 2023, together with Reports of the Board of Directors and the Auditors thereon. • To re-appoint Ms. Siddhi Dinesh Rathi as, a director, who retires by rotation and being eligible offer herself for re-appointment. • Re-appointment of Mr. Manavendra Jayapal (DIN 02499823) as an Independent Director of the Company. • Revision in the remuneration of Mr. Aditya Dinesh Rathi, Executive Director (DIN 08012021) of the company.

10. MEANS OF COMMUNICATION

• Being SME listed company the publication of the half year and year to date audited/ unaudited financial results in the leading newspaper of India is not obligatory.

• The financial results and other corporate information are available on the website www.dra.net.in of DRA Consultants Limited.

• The presentations made to the institutional investors or to the industry analysts are also available on the Company''s website www.dra.net.in.

• Yearly audited financial results as a part of Annual Report are also sent to all the shareholders whose email address is registered with their Depository Participants (DP)/ Company.

11. GENERAL SHAREHOLDER INFORMATION ANNUAL GENERAL MEETING

Date and Time: Monday, September 30, 2024 at 10:00 A.M.

Venue: At the Registered Address of the company

FINANCIAL YEAR

Being SME Listed Company, the provision of Quarterly results is not applicable. The half yearly unaudited results are declared within forty-five days following each half year, and the annual financial results within sixty days from the end of the financial year.

DIVIDEND PAYMENT DATE - N.A.

LISTING ON STOCK EXCHANGES

The equity shares of DRA Consultants Systems are listed and traded on Bombay Stock Exchanges (BSE Limited), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 having Scrip Code 540144.

The annual listing fee for the F.Y. 2023-24 & F.Y. 2024-25 has been paid within the scheduled time to BSE.

MARKET PRICE DATA: HIGH, LOW DURING EACH MONTH IN FINANCIAL YEAR ENDED MARCH 31, 2024

The monthly high and low quotations of DRA Consultants Limited equity shares traded on BSE during each month in the financial year ended March 31, 2024, in comparison with BSE Sensex, are as follows:

MONTH	BSE
2023-2024	SHARE PRICE		SENSEX
	HIGH	LOW	HIGH	LOW
Apr	30.00	18.60	61,209.46	58,793.08
May	32.99	21.01	63,036.12	61,002.17
Jun	31.00	26.00	64,768.58	62,359.14
Jul	27.00	24.44	67,619.17	64,836.16
Aug	33.70	22.91	66,658.12	64,723.63
Sept	35.99	27.80	67,927.23	64,818.37
Oct	32.00	24.11	66,592.16	63,092.98
Nov	29.94	24.50	67,069.89	63,550.46
Dec	33.45	24.85	72,484.34	67,149.07
Jan	39.93	25.22	73,427.59	70,001.60
Feb	35.98	26.76	73,413.93	70,809.84
Mar	27.00	23.56	74,245.17	71,674.42
Source: www.bseindia.com

SHARE TRANSFER SYSTEM

As per SEBI norms, all requests for transfer of securities shall be processed only in dematerialized form. Further vide circular dated January 24, 2022, SEBI has notified that all requests for duplicate issuance, splitting and consolidation requests too will be processed in demat mode only.

T ransfer of Equity Shares in dematerialized form are done through depositories with no involvement of the Company/ the registrar and share transfer agent. The registrar and share transfer agent of DRA Consultants Limited periodically receives the details of beneficiary holdings from depositories

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2024

Shareholding of nominal value of (Rs)	Shareholders		Share Capital
	Number	% To total	Number	% To total
1 - 5000	275	72.75%	850391	8%
5001-10000	54	14.29%	475000	4%
10001-15000	12	3.17%	164612	2%
15001-20000	12	3.17%	235000	2%
20001 - 30000	8	2.12%	215000	2%
30001-40000	7	1.85%	240000	2%
40001-60000	3	0.79%	137500	1%
60001-80000	3	0.79%	205000	2%
80001-100000	1	0.26%	80096	1%
100001 & above	3	0.79%	8367401	76%

CATEGORY WISE SHAREHOLDING AS ON MARCH 31, 2024
Category	Category of Shareholder	No. of shares	Percentage
(A)	Promoters & Promoter Group
1.	Indian	8009998	73.02
2.	Foreign	-	-
	Sub Total (A)	8009998	73.02
(B)	Public Shareholding	-	-
1.	Institutions	-	-
	Mutual Funds / UTI	-	-
	Financial Institutions / Banks	-	-
	Foreign Institutional Investors/ Foreign Portfolio Investors	-	-

	Sub Total (B)(1)	-	-
2.	Non-institutions	-	-
	Body Corporate - Indian	110000	1.00
	Resident Individual shareholders holding nominal share capital up to Rs. 2 lakhs	1410002	12.85
	Resident Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs	1225000	11.17
	Directors & their relatives	50000	0.46
	Key Managerial Personnel
	Non-Resident Indians (NRIs)	10000	0.09
	Foreign Nationals	-	-
	Any Other (Clearing Members)	-	-
	Any Other (Bodies Corporate)	-	-
	Any Other (HUF)	155000	1.41
	Sub Total (B)(2)	2960002	26.98
	Total Public Shareholding (B)(1) (B)(2) = (B)	2960002	26.98
	Grand Total (A B)	10970000	100.00

DEMATERIALISATION OF SHARES

Shareholders seeking dematerialisation of their shares need to approach their Depository Participants (DP) with whom they maintain a demat account. The DP will generate an electronic request and will send the physical share certificate along with demat request form to the Registrar and Share Transfer Agent (the “Registrar”) of the Company.

Upon receipt of the request and share certificate, the Registrar will verify the same and will confirm the demat request. On confirmation, the demat account of the respective shareholder will be credited with equivalent number of shares. In case of rejection of the request, the same shall be communicated to the shareholder through their respective DPs.

About 99.99% of the issued and paid-up share capital of the Company has been dematerialised up to financial year ended March 31, 2024. The International Securities Identification Number (ISIN) of the Company is INE746V01016. The equity shares of the Company are traded on BSE throughout the year under review and were not suspended from trading at any time during the year.

OUTSTANDING GDRS/ ADRS/ WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY

DRA Consultants Limited has not issued any GDRs/ ADRs. There were no outstanding convertible warrants as on financial year ended March 31, 2024.

12. ADDRESS FOR CORRESPONDENCE

DRA Consultants Limited

Registered & Corporate Office

58, Ingole Nagar, Wardha Road, Nagpur-440005

Email: [email protected]

Branch Locations

a) Indore:

Add: 215-A, Telephone Nagar Extension,

Near Mahidpurwala House,

Indore Madhya Pradesh-452016

b) Pune:

Water Treatment Plant,

Sector 23, Near Appu Ghar,

Nigdi, Pune- 411044

c) Chennai:

R/o Flat H. No.: 4/37,

2nd Floor, Mahalaxmi Street,

T Nagar, Chennai-600017

d) Mumbai:

103, Anunagar, Waghbil, Kavesar,

Ghodbandar Road, Thane(W) - 400615 Maharashtra, India

e) Guwahati (Assam):

H. No. 55c, Piyali Phukan Road, Rehabari,

Guwahati - 781008, Assam, India

Address For Other Correspondence

For any assistance regarding dematerialisation of shares, share transfers, transmissions, change of address, non-receipt of dividend or any other query relating to shares:

Registrar and Share Transfer Agent

Bigshare Services Pvt. Ltd

S6-2, 6^th Floor, Pinnacle Business Park,

Next to Ahura Centre, Mahakali Caves Road,

Andheri (East) Mumbai - 400093

Phone: [phone], Fax No.: 9122-62638299

Email: [email protected] Website: www.bigshareonline.com

13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from all the Independent Directors of the Company as per the provisions of Section 149 subsection (7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed both under Section 149 sub-section (6) of the Companies Act, 2013 read with the Rule 4 of Companies (Appointment and Qualification of Directors) Rule, 2014 and the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015.

14. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Further, enclosing Form AOC-2 in “ANNEXURE I”.

15. CHANGES IN SHARE CAPITAL

There is no Change in the Share Capital structure of the Company. The Share Capital structure at March 31, 2024 stood as mentioned below:

PARTICULARS NO. OF SHARES SHARE CAPITAL (IN RS.)

Authorised Share Capital 12000000 Rs. 12,00,00,000/-

Paid up Share Capital 10970000 Rs. 10,97,00,000/-

16. STATUTORY COMPLIANCE, PENALTIES AND STRICTURES

During the year under review, there were no penalties imposed on DRA Consultants Limited for any non-compliance by Stock Exchanges, SEBI or any other statutory authority on matters related to capital markets during the last three years.

17. VIGIL MECHANISM

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a Vigil mechanism/Whistle Blower Policy.

The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct policy.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

The mechanism provides for adequate safe-guards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

18. COMPLIANCE WITH MANDATORY REQUIREMENTS AND ADOPTION OF NON-MANDATORY REQUIREMENTS OF REGULATION 27(1) READ WITH PART-E OF SCHEDULE-II OF THE LISTING REGULATIONS

Being SME Listed Company Regulation 27 of SEBI LODR is not applicable to the company.

19. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE REGARDING NONDISQUALIFICATION OF DIRECTORS

M/s. Kunal Dutt & Associates has issued a certificate under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of Company by SEBI, Ministry of Corporate Affairs or any such statutory authority. The said certificate is enclosed as ANNEXURE-VI to this report.

20. WEB LINK WHERE POLICY FOR DETERMINING ''MATERIAL'' SUBSIDIARIES IS DISCLOSED

In terms of the provisions of Listing Regulations, your Company has a policy for determining Material Subsidiary and such policy is available on the Company''s website at the link: https://www.dra.net.in/wp-content/uploads/2022/10/8.-Policy-on-Material-Subsidiaries.pdf

21. WEB LINK WHERE POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS

In compliance of the provisions of Listing Regulations, the policy on dealing with Related Party T ransactions has been uploaded on the website of the Company at the following link: https://www.dra.net.in/wp-content/uploads/2023/02/7.-Policy-on-Related-Party-Transaction.pdf

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 the company at the end of the financial year 31st March, 2024 and of the 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 Directors have prepared the annual accounts for the period ended 31st March, 2024 on a going concern basis.

e) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has no subsidiaries, joint ventures and associate companies during the year.

24. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.dra.net.in/.

25. PARTICULARS OF EMPLOYEES

The details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as ANNEXURE - II.

Further during the year under review, none of the employees were entitled to receive remuneration exceeding the prescribed limit set under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26. REGISTRAR AND TRANSFER AGENT

The Board had appointed M/s. Bigshare Services Private Limited as Registrar and Transfer Agent (RTA) at their meeting held on 25 ^th August, 2016. The Company''s Registrar & Share Transfer Agents,

M/s. Bigshare Services Private Limited is fully equipped to carry out the transfers of shares and redress Investor complaints.

27. AUDITORS

A. STATUTORY AUDITORS:

M/s K N D & Associates, FRN 112180W Chartered Accountants, Nagpur were appointed as Statutory Auditors of your Company in the Annual General Meeting (AGM) held on 30^th September, 2021 for a term of 5 (Five) consecutive years to hold office till the conclusion of the 17th Annual General Meeting of the Company to be held in the Calendar year 2026.

AUDITOR''S REPORT:

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. However, the Report is self-explanatory and does not require any comments or clarification.

B. SECRETARIAL AUDITOR

The Board has appointed M/s. Kunal Dutt & Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended 31^st March, 2024 in compliance with the provisions of Section 204 of the Companies Act, 2013.

The report of the Secretarial Audit Report in Form MR-3 is enclosed as “ANNEXURE III” to this Report.

C. INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s D N Tonpe & Co. Chartered Accountant Registration No. 111019W as an Internal Auditor to conduct the Internal Audit of the Company.

The Board has appointed M/s D N Tonpe & Co., Chartered Accountant (FRN: 111019W) as Internal Auditor to conduct the Internal audit of your Company for the financial year 2023-24.

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

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Rule 8 of the Companies (Accounts) Rules, 2014 is annexed and marked “ANNEXURE IV” and forms part of this Report.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has effective ''internal financial controls'' that ensure an orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

30. THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future during the year under review.

31. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments in the business operations of the Company from the Financial Year ended 31^st March, 2024 to the date of signing of the Director''s Report.

32. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Your Company has not given any loan or guarantee to any person or body corporate nor invested in anybody corporate during the Financial Year under review pursuant to Section 186 of Companies Act, 2013.

33. RISK MANAGEMENT

The Board has formally adopted steps for framing, implementing and monitoring the risk management plan for the Company by way of Risk Management Policy. The Board is very vigilant in working and also have proper internal control systems to minimize the operational and business risk. Company also encourages Whistle Blower system in the company.

34. FORMAL ANNUAL EVALUATION

Your Company has devised a Policy for selection of Directors, determining independence of Directors and for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

35. DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY MEMBERS OF THE BOARD AND SENIOR MANAGEMENT PERSONNEL

The Company has complied with the requirements about code of conduct for Board members and Sr. Management Personnel.

The Board has laid down a Code of Conduct for all Board members and senior management personnel of the Company, which is available on DRA Consultants Limited''s website at https://www.dra.net.in/wp-content/uploads/2022/10/4.-Code-of-Conduct-%E2%80%93-Board-Senior-Management.pdf

The Company has obtained confirmations for the compliance with the said code from all its Board members and senior management personnel for the year ended March 31, 2024.

A declaration to this effect given by Mr. Aditya Rathi, Managing Director of the Company, is annexed and marked “ANNEXURE V" and forms part of this Report.

36. MECHANISM FOR BOARD EVALUATION

SEBI (LODR) Regulations, 2015 states that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Schedule IV of the Companies act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding of the Company''s vision and objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc. The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A meeting of the Independent Directors was also held which reviewed the performance of Non-Independent Directors, Chairman and the quality, quantity and time lines of flow of information between the Company management and Board.

37. CORPORATE GOVERNANCE

Since the Company has listed its securities on SME platform of BSE Limited, the provisions of Corporate Governance as specified in regulations of SEBI (LODR) Regulation, 2015 are not applicable to the Company for the financial year ended 31^st March 2024.

38. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (SHWWA):

Your Company is committed to providing a work environment that is professional and mature, free from animosity and one that reinforces the value of integrity that includes respect for the individual. The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company''s premises through various interventions and practices. The

Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Policy aims to develop a harmonious and productive working environment free from sexual harassment. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately.

39. SECRETARIAL STANDARDS

Your company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

40. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following item as there were no transactions on these items during the year under review:

1. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries as the company has no subsidiaries.

41. OTHER DISCLOSURES

During the financial year under review:

• the Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively.

• the Company does not have any stock option plan in force.

• the Company has neither invited nor accepted any deposits from the public within the purview of the Act and the Rules made thereunder, and accordingly no amount on account of principal or interest on public deposits was outstanding as on March 31, 2024.

• the Company has not issued shares with differential voting rights and sweat equity shares.

• no disclosure is required under Section 67 (3) (c) of the Act in respect of voting rights not exercised directly by employees of the Company, as the provisions of the said section are not applicable.

• the Company is not required to maintain Cost records under Section 148(1) of the Act.

• no significant or material orders were passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.

• no material changes and commitments have occurred after the close of the year till the date

of this report which may affect the financial position of the Company except as mentioned in this report elsewhere.

42. ACKNOWLEDGMENT

The Board of Directors are pleased to place on record their appreciation of the co-operation and support extended by ICICI Bank Limited, various State and Central Government agencies, Stock Exchange and other Agencies. The Board would like to thank the Company''s shareholders, Customers, Service providers for the support and the confidence, which they have reposed in its management. The Board also wishes to place on record its highest appreciation of the valuable services rendered by all the employees of the Company.