Dhruv Consultancy Services Limited

Key Transaction Details

Dhruv Consultancy Services Limited has subscribed to the Memorandum of Association and share capital of VERUL DRIVEHUB PRIVATE LIMITED, acquiring 55% of its paid-up share capital. Consequently, VERUL DRIVEHUB PRIVATE LIMITED has become a subsidiary of the Company.

Subsidiary Business Purpose

VERUL DRIVEHUB PRIVATE LIMITED has been incorporated for undertaking the Development, Operation and Maintenance of Wayside Amenities on different sections of National Highways in Maharashtra (07 rebid O&M sites) on BOT (Built, Operate and Transport) basis. The specific project site is NH-52/O&M/Karodi-Telwadi/Verul/Ch.342.600 /LHS/PIU Sambhaji Nagar. The lease period is 15 years, including an 8-month rent-free development period.

Regulatory Background

The receipt of the Letter of Award from National Highway Logistics Management Limited (NHLML) was previously disclosed to the Stock Exchanges on June 1, 2026, in accordance with Regulation 30 of the SEBI Listing Regulations.

Annexure A Details

Related Party Transaction Status: The acquisition falls within related party transactions as VERUL DRIVEHUB PRIVATE LIMITED is a subsidiary company under the provisions of the Companies Act, 2013. The investment was made on an arm's length basis.

Industry Classification: Infrastructure - Development, Operation and Maintenance of Wayside Amenities and Roadside Facilities, including travel plazas, fuel stations, EV charging stations, food courts, retail outlets, parking facilities and allied infrastructure services on National Highways, State Highways and other road networks.

Objects and Effects of Acquisition: The acquisition has been undertaken by way of subscription to 55% of the share capital of Verul Drivehub Private Limited. The investment is aligned with the Company's strategy to expand and diversify its business portfolio in the infrastructure sector. The Company is yet to make the investment of 55% in the share capital of the new company as committed per the subscription clause of MOA. The subsidiary will undertake execution of the Wayside Amenities Project pursuant to the Letter of Award from NHLML.

Governmental Approvals: Not applicable

Completion Timeframe: On the date of incorporation of Verul Drivehub Private Limited (June 18, 2026)

Consideration Nature: Cash

Cost of Acquisition: ₹55,000 (Rupees Fifty-Five Thousand Only)

Percentage Acquired: 55% of the share capital of Verul Drivehub Private Limited

Entity Background: Verul Drivehub Private Limited is a private limited company incorporated on June 18, 2026 under the Companies Act, 2013. The company has been incorporated specifically for undertaking the development, operation and maintenance of wayside amenities and related infrastructure facilities. Since the company is newly incorporated, it has not commenced commercial operations and therefore has no turnover for the last three financial years. Country of incorporation and presence: India.

Financial Impact

The acquisition cost is quantified at ₹55,000 for a 55% stake. The investment is pending completion as per the subscription clause.