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Dilip Buildcon Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have pleasure in presenting their 19th Annual Report on the business and operations along with the audited financial statements along with the consolidated financial statements of the Company for the financial year ended March 31,2025.

Financial Results

The summary of the Standalone and Consolidated performance are set out below:

(H in Lakhs)
	Standalone		Consolidated
Particulars	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Gross Revenue	9,07,840.16	10,65,023.93	11,45,316.62	12,15,611.31
Total expenses	8,88,427.13	10,08,739.11	10,76,094.18	11,98,204.64
Profit before exceptional items & tax	19,413.03	56,284.82	69,222.44	17,406.67
Exceptional items	19,656.85	7,304.27	28,887.59	31,770.24
Profit / (loss) before tax	39,069.88	63,589.09	98,110.03	49,176.91
Tax expenses:
Current tax	12,173.43	22,432.89	19,844.74	23,778.46
Deferred tax	-4,336.34	-1,448.37	-4,945.94	4,816.80
Income tax for earlier years	109.35	401.47	-780.87	477.50
Profit for the year from continuing operations	31,123.44	42,203.10	83,992.10	20,104.15
Share of Profit/(loss) of Associates	-	-
Profit for the Year	31,123.44	42,203.10	83,992.10	20,104.15
Other comprehensive income:
Items that will not be reclassified to profit or loss (Net of Taxes)	-976.76	2,966.74	239.01	4,916.44
Total Comprehensive Income for the year	30,146.67	45,169.84	84,231.10	25,020.59
Total Comprehensive Income for the year attributable to parent	30,146.67	45,169.84	63,964.16	24,233.50
Add: Balance in Profit and Loss Account (Adjusted)	3,99,286.28	3,39,262.66	3,14,954.28	2,79,109.42
Sub Total (Parent)	4,29,432.95	3,84,432.50	3,78,918.44	3,03,342.92
Less: Appropriation
Less: - Dividend	1,462.15	146.22	1,462.15	146.20
Add: - Others	-	15,000.00	-34,867.02	11,671.15
Closing Balance	4,27,970.82	3,99,286.28	3,42,589.27	3,14,954.28
Note: The above-mentioned figures are rounded off to two decimal points.

Financial Performance

At Standalone level, the total income amounted to H 9,07,840.16 Lakhs as against H 10,65,023.93 Lakhs in the previous year. The Profit before Tax amounted to H 39,069.8 Lakhs as against H 63,589.09 Lakhs in the previous year. The Net Profit for the year amounted to H 31,123.44 Lakhs as against H 42,203.10 Lakhs reported in the previous year.

At Consolidated level, the total income amounted to H 11,45,316.62 Lakhs as against H 12,15,611.31 Lakhs in the previous year. The Consolidated Profit before Tax amounted to H 98,110.03 Lakhs as against Consolidated Loss before Tax amounted to H 49,176.91 Lakhs in the previous year. The Consolidated Net profit after Tax amounted to H 83,992.10 Lakhs as against Consolidated Net Loss after Tax amounted to H 20,104.15 Lakhs in previous year.

The Company on a consolidated basis, demonstrated improved profitability, reflecting enhanced operational efficiency and meaningful contributions from diversified business verticals, including mining and HAM projects. The Company continues to focus on and strengthen its long-term growth areas, particularly coal mining and HAM projects, which are expected to support stable and sustainable future cash flows in long term.

The performance and financial position of the subsidiary companies are included in the Consolidated Financial Statements and presented in the Management Discussion and Analysis Report forming part of this Annual Report.

Dividend

Based on the Company''s commitment to delivering value to its shareholders while maintaining financial prudence to support

future growth initiatives, your directors have recommended a dividend of Re.1.00/- (Rupee One) i.e. 10% per equity share of Face Value of H10.00 (Rupees Ten only) each (previous year Re. 1/- per equity share i.e. 10% per equity share of Face Value of H10/- each) for the financial year 2024-25. The dividend payment is subject to the approval of members at the ensuing Annual General Meeting and subject to the TDS as may be applicable and if approved, would be paid to members whose names appear in the Register of Members and beneficial owners as per the records of the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Register of Members and Share Transfer Books of the Company shall remain closed from Wednesday, September 10, 2025, to Tuesday, September 16, 2025 (both day Inclusive) for the purpose of ascertainment for eligibility for participation in payment of dividend for the financial year ended March 31,2025.

Dividend Distribution Policy

According to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities based on market capitalization, are required to formulate a Dividend Distribution Policy. This policy must be disclosed on the website of the listed entity and provide web link in the Annual Report.

The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy as approved and adopted by the Board and the policy is available on the Company''s website and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.

Business Operations (the state of the company''s affairs):

Overview

DBL is a large road construction company with capabilities in Roads & Highways, Metro, Irrigation, Water Supply, Tunnel, Airport, Mining, Special Bridges & Urban Developments, Railways and Optical Fiber, with a presence in 20 states and 1 union territory in India. As on March 31, 2025, DBL had completed the construction of 171 projects across 17 states and 1 UT in India, out of which 157 are road projects. DBL''s achievements are attributable to a combination of factors, including its ability to successfully execute projects earlier than scheduled timelines. DBL''s focus on geographically clustering of projects for efficiency and profitability, substantial investment in, and efficient use of construction equipments and backward integration through in-house production of road furniture and various structures used in projects.

DBL specializes in constructing state and National Highways, city roads, culverts, and bridges. Capitalizing on the sustained growth in the road infrastructure sector and rising opportunities in new business areas, DBL has strategically diversified into areas such as irrigation, mining excavation, airports, and metro rail viaduct businesses. Further, DBL has expanded into the digital infrastructure domain through

winning the project of the development of middle-mile and last-mile connectivity under the Bharat Net Project - Package 13 (Jammu & Kashmir) - executed on a Design-Build-Operate-Maintain (DBOM) model. This marks a significant step in broadening DBL''s presence into new lines of business aligned with national infrastructure development priorities.

DBL''s business comprises: (i) construction business, under which DBL undertake road, irrigation, airport, metro rail viaduct and mining excavation projects on an EPC basis; and (ii) infrastructure maintenance and operations business, under which DBL undertake maintenance and operation of BOT road projects.

As of March 31,2025, DBL had an order book of H 14,923 Lakhs consisting of 12 road BOT HAM projects, 5 irrigation projects, 1 mining excavation projects, 2 special bridge projects, 4 tunnel projects, 3 Water Supply projects, 4 metro rail viaduct projects and 1 Urban Development.

As of March 31,2025, DBL owned a modern equipment fleet of 10,124 vehicles and other construction equipment from some of the world''s leading suppliers, such as Schwing Stetter India Private Limited, Metso India Private Limited, Wirtgen India Private Limited, GMMCO Limited, Volvo Group India Private Limited, Atlas Copco India Limited, Ashok Leyland Limited, Sandvik Mining and Construction OY and Casagrande S P A. DBL is one of the largest employers in construction industry in India and employed 23,504 employees as of March 31,2025.

Construction Business:

Roads & Highways:

In roads and bridges construction business, DBL mainly design, construct, and maintain roads, bridges, and highways pursuant to EPC contracts and BOT contracts awarded. DBL has recognized revenue of H 3,74,510 Lakhs and H 5,82,959 Lakhs in the financial year 2024-2025 and 2023-24 respectively. As of March 31, 2025, DBL has completed 157 road and bridge projects in 19 states/UT. As of March 31, 2025, DBL has a total of 12 ongoing road and bridge projects in 6 Indian states and order book for these road and bridge projects amounted to H 3,13,360 Lakhs, accounting for 21.00% of total order book.

Mining Projects:

In mining excavation business, DBL undertake overburden removal and excavation at coal mines. DBL diversified into this business in the financial year 2015-16 to exploit core experience of bulk material handling and high-volume excavation and earthwork and existing equipment, which DBL handled in roads and bridges construction business. As of March 31, 2025, DBL has completed 6 mining excavation project and has 1 ongoing mining excavation projects. Order book for these mining excavation projects amounted to H 79,412 Lakhs, accounting for 5.30% of total order book, as of March 31, 2025. DBL''s revenue from the mining excavation business amounted to H 85,846 Lakhs in the financial year 2024-25 as against H 64,494 Lakhs in the previous financial year 2023-24.

Metro Rail Viaduct & Airports:

DBL diversified into metro rail viaduct business in the financial year 2018-19. DBL undertake the design and construction of elevated viaducts for metro rail projects. As of March 31,2025, DBL has 2 ongoing metro rail projects in Madhya Pradesh & 2 ongoing metro rail projects in Gujarat. Order book for these metro rail viaduct projects amounted to H 43,140 Lakhs, accounting for 2.89% of total order book, as of March 31,2025.

DBL undertake the construction of airport, construct parallel taxi tracks. DBL has completed 2 airport project and has no ongoing airport project as on March 31, 2025. Order book for this airport project amounted to Nil, accounting for 0.00% of our total order book, as of March 31, 2025.

DBL recognized revenue of H 52,008 Lakhs and H 54,100 Lakhs from the Metros & Airport business for the financial years 2024-25 and 2023-24 respectively.

Irrigation:

In irrigation business, DBL undertakes the design and construction of canals, tunnels and dams for agricultural irrigation purposes. DBL diversified into this business in the financial Year 2013-14 to explore the opportunities in this area created by the increased focus of the Central and the State Governments on agriculture. As of March 31, 2025, DBL has completed 3 EPC irrigation projects and has 6 ongoing EPC irrigation projects. Order book for the irrigation projects amounted to H 3,16,170 Lakhs, accounting for 21.19% of total order book, as of March 31, 2025.

Water Supply:

DBL diversified into Water Supply viaduct business in the financial year 2022-23. DBL undertake the design and construction of elevated viaducts for Water Supply projects. As of March 31,2025, DBL has 3 ongoing Water Supply projects in Madhya Pradesh. Order book for these Water Supply viaduct projects amounted to H 94,150 Lakhs, accounting for 6.31% of total order book, as of March 31, 2025.

Tunnel:

DBL diversified into Tunnel viaduct business in the financial year 2022-23. DBL undertake the design and construction of elevated viaducts for Tunnel projects. As of March 31, 2025, DBL has 1 ongoing Tunnel projects in Kerala, 1 ongoing Tunnel projects in Rajasthan, 1 ongoing tunnel projects in Uttarakhand & 1 ongoing tunnel projects in Himachal Pradesh. Order book for these tunnel viaduct projects amounted to H 1,93,430 Lakhs, accounting for 12.96% of total order book, as of March 31,2025.

Special Bridges & Urban Developments

DBL diversified into Special Bridges & Urban Developments viaduct business in the financial year 2023-24. DBL undertake the design and construction of elevated viaducts for Special Bridges & Urban Developments. As of March 31, 2025, DBL has 1 ongoing Urban Developments in Goa, 1 ongoing Special Bridges in Jharkhand & 1 ongoing Special Bridges in Karnataka. Order book for Special Bridges & Urban Developments projects amounted to H 73,000 Lakhs, accounting for 4.89% of total order book, as of March 31, 2025.

Optical Fiber

DBL diversified into Optical Fiber viaduct business in the financial year 2024-25. As of March 31,2025, DBL has 1 ongoing Optical Fiber Project in Jammu & Kashmir. Order book for Optical Fiber projects amounted to H 96,420 Lakhs, accounting for 6.46% of total order book, as of March 31, 2025.

Road Infrastructure Maintenance

In road infrastructure maintenance, DBL maintain roads and highways. As of March 31, 2025, DBL had completed 43 projects totaling to 8,237.79 Lane kms. These completed BOT projects include projects undertaken on various public private partnership models, such as on a (i) hybrid annuity basis - where the GOI shares a portion of the total cost of the project and the source of revenue is the fixed amount that the relevant government agency pays us for building and maintaining the roads on an annual basis, (ii) purely toll basis - where the only source of revenue is the toll chargeable on vehicles using the road, (iii) purely annuity basis - where the only source of revenue is the fixed amount that the relevant government agency pays us for building and maintaining the roads on an annual basis, and (iv) toll plus annuity basis - where the source of revenue includes the toll chargeable on vehicles using the road and the fixed amount that the relevant government agency pays us for building and maintaining the roads on an annual basis. Due to the annuity component in our operational BOT projects, income is assured to the extent of the annuities to be collected during each financial year under the relevant concessions, thus reducing the risk of income fluctuations resulting from traffic pattern changes.

As of March 31,2025, DBL has a portfolio of 55 BOT projects, of which 43 have been completed and the remaining 12 projects are under-construction. The 43 completed BOT projects include projects undertaken on hybrid annuity basis, toll basis, annuity basis and annuity plus toll basis. The 12 under construction BOT projects are all being undertaken on a hybrid annuity basis.

DBL has divested 24 BOT projects by way of share acquisition cum shareholders agreements entered into with Shrem Roadways Private Limited, Shrem Tollway Private Limited and Shrem Infraventure Private Limited (individually the "Shrem Entityâ and collectively, the "Shrem Entitiesâ).

DBL has further divested 3 under construction BOT projects undertaken on hybrid annuity basis by entering share purchase and shareholders agreement with Cube Highways and Infrastructure III Pte Limited (Cube).

The Company along with its wholly owned subsidiary "DBL Infra Assets Private Limitedâ ("DIAPLâ) have executed a non-binding term sheet, with ''Shrem lnvlTâ (an infrastructure investment trust) registered under Indian Trust Act 1882 with Securities and Exchange Board of India) on 21 January 2022, for transferring their investment in equity share capital and promoter''s unsecured loan in respect of 10 subsidiary companies (Hybrid Annuity Model ("HAM") projects).

The Company along with its wholly owned subsidiary companies had executed a non-binding term sheet, with ''Alpha Alternatives Holdings Private Limited and its associatesâ on

01 November 2023, for transferring their investment (Equity share capital/unsecured loan/Non-convertible Debenture) in respect of 18 wholly owned subsidiary companies (Hybrid Annuity Model ("HAM") projects)

Investment in Alpha Alternatives Infrastructure fund

Alpha Alternatives Infrastructure Fund ("the Fundâ), a Category II Alternative Investment Fund (AIF) registered with the Securities and Exchange Board of India (SEBI) is focused on investments in national and state highway assets, including operational, under-construction, and distressed projects, with a strong emphasis on generating long-term, risk-adjusted returns. The Fund is managed by a team of experienced professionals and operates under a transparent and compliant governance structure, including SEBI registration and oversight.

During the financial year ended 31st March 2025, the Company invested H 14,920.00 Lakhs in units of the Alpha Alternatives Infrastructure Fund. Consequently, 1,49,19,254 units were allotted to the Company. This investment forms a part of the Company''s long-term strategic partnership with Alpha Alternatives Holding Private Limited for the development, financing, and monetization of road infrastructure assets across India. The collaboration is being executed through an Infrastructure Investment Trust (InvIT) platform known as Anantam Highways Trust, which has been established to facilitate value unlocking of select road projects, particularly Hybrid Annuity Model (HAM) assets.

Through this investment, your Company aims to achieve the dual objectives of value realization from mature infrastructure assets and strategic portfolio diversification. It also reflects the Company''s commitment to disciplined capital allocation and partnering with reputed institutional fund managers to drive sustainable growth and enhanced shareholder value.

Divestment of Equity Share Investment to Alpha Alternatives Holdings Private Limited (AA) and its Associates/Affiliates.

The company Dilip Buildcon Limited along with its wholly owned subsidiary company "DBL Infraventures Private Limited ("DIPL") have entered into a non-binding Term Sheet with Alpha Alternatives (AA) (an India''s prominent multi-asset class alternatives asset management platform known for innovative risk-return solutions and specializes in various asset classes such as Infrastructure, Equities, Private Credit, Fixed Income, Real Estate, and more, focusing primarily on alpha creation) and its associates on November 01, 2023, for divestment of 26% equity investment (share capital/unsecured loan/ nonconvertible debenture) for 18 Special Purpose Vehicals (SPVs) of Hybrid Annuity Model (HAM) Projects at an estimated consideration of H1,55,000 Lakhs with an ultimate aim to setup a joint Public/Privately Listed InvIT. The divestment of 26% equity investment to AA and/or its associates/affiliates will be completed in a progressive manner after achievement of date of completion and receipt requisite No Objection from the Concessioning Authority (i.e. NHAI)/ Lenders.

Status of Shareholding in SPVs Post Divestment to Shrem Group

The Company has signed an indicative term sheet with Chhatwal Group Trust or its Affiliates (SHREM) on August 24, 2017, with respect to divestment of its entire stake in your 24 SPV''s.

Subsequently, the Share acquisition cum shareholder agreements in respect of these 24 SPV''s was entered into on March 26, 2018, detailing the terms and conditions of the divestment.

Shares of the Subsidiary Companies Transferred to Shrem InvIT

The Company along with its wholly owned subsidiary company "DBL Infra Assets Private Limited" ("DIAPL") have entered into a non-binding term sheet, with ''''Shrem lnvlT" (an infrastructure investment trust, registered under Indian Trust Act 1882 with Securities and Exchange Board of India) on 21 January 2022 for divestment of 100% equity investment (share capital/unsecured loan/ non-convertible debenture) for 10 Special Purpose Vehicles (SPVs) of Hybrid Annuity Model (HAM) Projects at an estimated consideration of H2,34,900.00 lakhs. The divestment of equity investment in 10 SPVs (100% in 9 SPVs and 49% in 1 SPV) to Shrem lnvlT has been completed in a progressive manner after achievement of date of completion and receipt of requisite No Objection from the Concessioning Authority (i.e., NHAI)/ Lenders.

During the Financial year ended March 2025, entire equity investment in DBL Pathrapalli-Katghora Highways Private Limited transferred to Shrem InvIT against aggregate cash consideration of H 3,752.00 lakhs wherein the Company has earned a profit of H 1,931.80 lakhs which is disclosed as ''exceptional item'' in the statement of Profit and Loss. Accordingly, DBL Pathrapalli-Katghora Highways Private Limited ceased to be subsidiary company of Dilip Buildcon Limited.

Awards

Your directors are pleased to inform that your Company has received various awards and recognitions. For more details, kindly refer ''Awards & Recognitions'' section of this Annual report.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review as stipulated under the SEBI (LODR) Regulations, 2015 form part of this Annual Report.

Particulars of loans, guarantees, security and Investment

Your company is an Infrastructure Company and being engaged in the business of developing and providing infrastructural facilities, falls within the ambit of companies to which certain exemptions are provided under Section 186 of the Act.

In line with the provisions of Section 186(11) of the Companies Act, 2013, the Company is exempted from the applicability of Section 186, except for sub-section (1), which mandates that

no company shall make investment through more than two layers of investment companies.

However, the Company has given loans, provided guarantees & securities and made investments within the limit provided under section 186 and other applicable provisions of the Companies Act, 2013, details which are set out in the Notes forming part of the financial statements of the Company.

Consolidated Financial Statements

The Audited Consolidated Financial Statements for the Financial Year ended March 31, 2025 have been prepared based on the financial statements received from Subsidiaries as approved by their respective Board of Directors and are in accordance with relevant Indian Accounting Standards/Ind AS issued by the Institute of Chartered Accountants of India and forms an integral part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries Companies is given in Form AOC-1 and forms an integral part of this Annual Report.

Corporate Governance Report

The Corporate Governance Report pursuant to the SEBI (LODR) Regulations, 2015 as applicable for the year under review, forms part of this Annual Report.

Change in the nature of business, if any

During the year under review, there is no change in the nature of business of the Company.

Share Capital

a) Change in the capital structure of the Company.

Equity Share capital

During the financial year under review, there was no change in the paid-up share capital of the Company.

However, subsequent to the closure of the financial year 2024-25, the Company allotted 15390510 and 839352 equity shares on June 13, 2025 and June 18, 2025 respectively aggregating to 16229862 (One Crore Sixty-Two Lakhs Twenty Nine Thousand Eight Hundred Sixty Two) equity shares of face value H 10/- each at a premium of H 318.05/- per share, pursuant to the conversion of

warrants issued on a preferential basis to non-promoter entities in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and applicable provisions of the Companies Act, 2013.

Consequent to the above allotment, the paid-up share capital of the Company, has been increased from H 1,46,21,49,710/- (One Hundred Forty -Six Crores Twenty-One Lakhs Forty -Nine Thousand Seven Hundred Ten Only) divided into 146214971 (Fourteen Crores Sixty-Two Lakhs Fourteen Thousand Nine Hundred Seventy-one only) Equity Shares of face value of H 10/- each to H 1,62,44,48,330/- (Rupees One Hundred Sixty-Two Crores Forty-Four Lakhs Forty-Eight Thousand Three Hundred Thirty Only) divided into 162444833 (Sixteen Crores Twenty-Four Lakhs Forty-Four Thousand Eight Hundred Thirty Three) equity shares of H 10/- each.

Further, there was no change in the authorised share capital of the Company during the year under review. The authorised share capital remains at H 1,80,00,00,000/-(Rupees One Hundred Eighty Crores only) divided into 180000000 (Eighteen Crores) equity shares of H 10/-(Rupees Ten only) each.

Warrants

Pursuant to the resolutions passed by the Shareholders on November 30, 2023, approving the proposed preferential issue of convertible warrants, the company has allotted 16229862 warrants on December 21, 2023 at issue price of H 328.05/-(including premium of H318.05/-) convertible into or exchangeable for 1 (one) equity share of the company having face value of H 10/- each (rupees ten only) per equity share aggregating to H5,32,42,06,229.10 (Rupees Five Hundred And Thirty Two Crores Forty Two Lakhs Six Thousand Two Hundred Twenty Nine and Ten Paise), to the following non-promoter (Non-QIB) entities on receipt of 25% of the total consideration, i.e.H1,33,11,73,281.24 (Rupees One Hundred And Thirty Three Crores Eleven Lakhs Seventy Three Thousand Two Hundred Eighty One And Twenty Four Paise Only) with the remaining 75% of the total consideration payable on exercise and conversion of the warrants.

As on March 31,2025 outstanding warrants were 16229862.

However, Subsequent to the closure of the financial year the above allottees exercised the option to convert the said warrants into equity shares and remitted the balance consideration. Accordingly, the Company allotted 15390510 and 839352 equity shares on June 13, 2025 and June 18, 2025 respectively aggregating to 16229862 equity shares against conversion of entire warrants.

As on the date of this Report, there are no outstanding warrants.

General Disclosures

A. During the year under review, the Company has not entered into any transactions which covered under the following provisions and no disclosure or reporting is required.

1. Details relating to deposits covered under Chapter V of the Act and rules made there under.

2. As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

3. As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

4. As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option.

5. As per rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

6. None of the Managing Directors of the Company receive any remuneration or commission from any of its subsidiaries.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the Company''s going concern status and operations in future.

8. No fraud has been reported by the Auditors to the Audit Committee or the Board.

9. There is no Corporate Insolvency Resolution Process initiated by and against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC).

10. There is no one time settlement of loans taken from banks and financial Institution.

11. The details with respect to unpaid dividend for the financial year 2017-18, 2018-19, 2019-20, 2020-21, 2021-22, 2022-23 and 2023-24 can be accessed at website of the Company and the weblink is provided in Corporate Policies/weblinks sections of Corporate Governance Report.

B. Transfer of Unclaimed Dividend/Unpaid Dividend and Shares to IEPF

In accordance with the provisions of Section 124 (5) and 124 (6) of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has undertaken the necessary actions related to the transfer of unclaimed dividends and corresponding shares to the Investor Education and Protection Fund (IEPF) established by the Central Government.

During the financial year ended on March 2025, the Company transferred an amount of H 2,88,217, being the unpaid/unclaimed dividend for the financial year 201617, to the IEPF Account, after completion of the statutory period of seven years from the date of declaration.

Further, in accordance with Section 124(6), the Company has transferred 148 equity shares, belonging to four

shareholders, to the demat account of the IEPF Authority, as the dividend on these shares has not been claimed for seven consecutive years or more and no communication has been received from the concerned shareholders.

The details of such shareholders, the unclaimed dividend amounts, and corresponding shares to be transferred have been made available on the Company''s website in compliance with the applicable rules and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.

C. Compliance with Secretarial Standard:

The Company has formulated proper framework to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such frameworks are adequate and operating effectively and efficiently.

Reserves

During the financial year ended 31st March 2025, the Board of Directors has not transferred any amount to any specific reserves out of the profits available for appropriation. The entire amount of profit after declaration of dividend has been retained in the Retained Earnings, which forms part of the shareholders'' funds, to strengthen the financial position of the Company and support its ongoing and future business plans.

Material Changes and Commitments, affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relates and the date of the report

Except for the matters stated below, there have been no other material changes or commitments, which have occurred between the end of the financial year and the date of this Report that could have a significant impact on the financial position of the Company:

a. Increase in Paid-up Share Capital

The paid-up equity share capital of the Company has increased from H 1,46,21,49,710/- (146214971 Equity Shares of H 10/- each) To H 1,62,44,48,330/- (162444833 shares of H10/- each) pursuant to conversion of 16229862 convertible warrants into equity shares.

b. Divestment of Equity Share Investment in wholly owned subsidiaries and/ subsidiary companies:

Details of changes in the structure of wholly owned subsidiaries and/ subsidiary companies involving transfer of shareholding detailed in relevant section of the Board Report.

Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within

the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Board is of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations. This process includes the design, implementation and maintenance of adequate Internal Financial Control that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information, as required under the Act.

During the period under review, the Company has instituted an inhouse team comprising Chartered Accountants and Engineers who helps management for regular reviewing the adequacy of Internal Control system and carrying their periodic testing. The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy, Policy to determine Material Subsidiaries, Group Governance Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

The Company has the SAP HANA-ERP which gives us the integrated business operations platform covering all business functions & departments to execute our projects and provides strong checks & controls in all business functions.

This automated & zero error ERP has resulted into accuracy & efficiency which provides strong internal financial control system. The company has Internal Financial Control Policy and it can be accessed at website of the Company and the weblink is provided in Corporate Policies/weblinks sections of Corporate Governance Report.

Internal Audit

The Company has instituted an Independent internal audit & compliance (IAC) team consisting of Chartered Accountants, Certified Internal Auditors and Engineers from various disciplines. IAC also takes services from external firm M/s RSM Astute Consulting Pvt Ltd for conducting internal audits of the company''s various project sites and corporate functions.

The theme of the IAC team is to develop automated internal controls, create control managers for frequent testing of Internal Financial Control (IFC), sustainable implementation of best practices and independent testing of designed controls.

The Head of IAC reports to the senior management and to maintain its objectivity and independence, the Internal Audit Function also reports to the Chairman of the Audit committee. The staff of IAC are rotated periodically to have a holistic view of the entire operations and share the findings and good practices. The Company being predominantly a project-oriented Company, IAC emphasizes a risk-based focus areas in project audits.

Every year, IAC reviews the Audit Universe which is an exhaustive list of businesses, functions, activities and locations across the Company. The yearly plan, then details out the scope and coverage of audits proposed for the year and it is ensured that, on an average, all operations in the Audit Universe gets into an audit coverage, at least once in 2 years. The IAC team has its office in Bhopal Headquarter. From time to time, the Company''s systems of internal controls covering financial, operational, compliance, IT applications, etc. are also reviewed. Presentations are made to the Audit Committee, on the findings of such reviews.

c) Statement of the Subsidiaries & Associates

During the Financial year under review, entire equity investment in DBL Pathrapalli-Katghora Highways Private Limited is transferred to Shrem InvIT. Accordingly, the DBL Pathrapalli-Katghora Highways Private Limited ceased to be Subsidiary company of Dilip Buildcon Limited.

As on March 31,2025, as per the shareholding in other companies, your Company has 32 (Thirty-Two) Indian Subsidiary Companies.

Except one company i.e. DBL Infra Assets Private Limited, whose NCDs (Non-Convertible Debentures) are listed on BSE Limited under the provisions of SEBI (LODR) Regulation, 2015, all other aforesaid Companies are un listed companies.

There has been no change in the nature of business activities of any subsidiary, except Zuari Observatory Towers Limited, a wholly owned subsidiary, where the object was amended to include hospitality and tourism services, food and beverage manufacturing and distribution, and various travel, entertainment, and retail-related businesses, in addition to its existing objects on infrastructure development related to the Zuari Bridge.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statements of the Company and all its Subsidiaries, which is forming part of the Annual Report. As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement, containing the salient features of the financial statements of the Subsidiaries, has been prepared in Form AOC-1 and the same is annexed to this Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Board Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report. Further, as per fourth proviso of the said section, Audited Financial Statements of each of the Subsidiary/ Associate company(ies) have also been placed on the website of the Company.

Shareholders interested in obtaining a copy of the Audited Financial Statements of the Subsidiary(ies) may write to the Company Secretary of the Company.

d) Performance and financial position of each of the subsidiaries/Associates is provided as part of notes to the consolidated financial statements.

A. Wholly Owned Subsidiaries

(a) HAM Projects

â¢ Sannur Bikarnakette Highways Limited (SBHL)

â¢ Bangarupalem Gudipala Highways Limited (BGHL)

â¢ Raipur-Visakhapatnam-CG-2 Highways Limited (RVCGHL)

â¢ Maradgi S Andola-Baswantpur Highways Limited (MABHL)

â¢ Mehgama-Hansdiha Highways Limited (MHHL)

â¢ Urga-Pathalgaon Highways Limited (UPHL)

â¢ Karimnagar-Warangal Highways Limited (KWHL)

â¢ Bengaluru-Vijayawada Expressway Package-1 Limited (BVEP-1L)

â¢ Bengaluru-Vijayawada Expressway Package-4 Limited (BVEP-4L)

â¢ Bengaluru-Vijayawada Expressway Package-7 Limited (BVEP-7L)

â¢ Dharmapuri-Salem Thoppur Ghat Limited

(DSTHL)

(b) Manufacturing Companies

â¢ Jalpa Devi Engineering Private Limited (JDEPL)

â¢ Deevin Seismic Systems Private Limited (DSSPL)

â¢ Bhavya Infra & Systems Private Limited (BISPL)

â¢ DBL-Siarmal Coal Mines Private Limited

(DSCMPL)

(d) Others

â¢ DBL Infra Assets Private Limited (DIAPL)

â¢ DBL Infratech Private Limited (DITPL)

â¢ DBL Infraventures Private Limited (DIVPL)

â¢ DBL Infradevelopers Private Limited (DIDPL)

â¢ Bhopal Redevelopment Realty Private

Limited (BRRPL)

â¢ DBL Transmission Private Limited (DTPL)

â¢ Zuari Observatory Towers Limited (ZOTL)

B. Subsidiary Companies

(a) HAM Projects

â¢ Narenpur Purnea Highways Limited (NPHL)

â¢ Repallewada Highways Limited (RHL)

â¢ Dhrol Bhadra Highways Limited (DBHL)

â¢ Viluppuram Highways Limited (VHL)

â¢ Dodaballapur Hoskote Highways Limited (DHHL)

â¢ Poondiyankuppam Highways Limited (PHL)

â¢ Bangalore Malur Highways Limited (BMHL)

â¢ Malur Bangarpet Highways Limited (MBHL)

(b) Mining

â¢ DBL-VPR Mining Private Limited (DVMPL)

â¢ DBL Pachhwara Coal Mine Private Limited (DPCMPL)

Auditors and Auditor''s Report

Statutory Auditors and their Report

M/s M K Dandeker & Co. LLP, Chartered Accountants, Chennai (ICAI Firm Registration No: 000679S / S000103), were appointed as a Statutory Auditor of the Company for a term of 5 years at the 16 th Annual General Meeting held on September 30, 2022.

M/s M K Dandeker & Co. LLP, Chartered Accountants, have audited the books of accounts of the Company for the financial

year ended March 31,2025 and have issued the Auditor''s Report there on. There are no qualifications or reservations or adverse remarks or disclaimers in the said report. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board during the period under review.

The Auditor''s Report, read together with the notes on financial statements are self-explanatory and hence do not call for any further comments under section 134 of the Act.

The Company has obtained a certificate of independence and eligibility for their appointment as Statutory Auditors and the same are within the limits as specified in section 141 of the Companies Act, 2013 and have also confirmed that they are not disqualified for re-appointment.

Cost Record, Cost Auditors and their Report

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31,2025 and has been carrying out audit of Cost Records every year. The Board of Directors, on the recommendation of Audit Committee, has appointed M/s Yogesh Chourasia & Associates, Cost Accountants, Bhopal (ICWAI Firm Registration No. 000271), as Cost Auditors of the Company for conducting the Cost Audit of the Company for the Financial Year 2024-25. As required under the Companies Act, 2013, a resolution seeking members'' ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting. The Company has already filed the Cost Audit Report for the Financial Year 2023-24 with the Central Government. The Cost

Audit Report for the Financial Year 2024-25 does not contain any qualification, reservation or adverse remark. The Company has obtained Cost Audit Report for the year 2024-25 and is in the process of filing the same with the Central Government.

Secretarial Auditors and their Report

Secretarial Audit Report for the Financial Year 2024-25 issued by M/s Amit Kumar Jain & Associates, Practicing Company Secretaries, Bhopal (Firm Registration No. S2006MP090300) in Form MR-3 is annexed to the Board''s Report as Annexure-1 and is self-explanatory and do not call for any further explanation of the Board.

Internal Auditors and their Report

As per the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s RSM Astute Consulting Private Limited, Mumbai as an Internal Auditors to conduct internal audit of the Company for the Financial Year 2024-25.

The Internal Audit Reports for all four quarters of the Financial Year 2024-25 were reviewed and submitted to the Audit Committee and subsequently placed before the Board of Directors at their respective meetings.

Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for Financial Year 2024-25 is uploaded on the website of the Company and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.

Human Resources Development

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. DBL''s people centric focus providing an open work environment, fostering continuous improvement and development has helped several employees realize their career aspirations during the year.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and a critical pillar to support the organization''s growth and its sustainability in the long run.

Company''s Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

a) Directors seeking appointment/re- appointment

In terms of the provisions of the Companies Act, 2013, Mr. Devendra Jain (02374610), Managing Director of the Company will retire by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

In case of appointment/re-appointment of Directors, the details of respective Directors as stipulated under Regulation 36(3) of the Listing Regulations are included in the Notice of Annual General Meeting.

b) Appointment of Directors

Mr. Alok Verma (DIN: 10915677) was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company for a term of five consecutive years with effect from January 22, 2025 up to January 21, 2030. His appointment was approved by the shareholders at the Extra-Ordinary General Meeting held on March 20, 2025 conducted by remote e-voting process.

Considering the skills, knowledge and expertise of Mr. Alok Verma (DIN: 10915677) in fields of judiciary for over three decades, Expertise in Regulatory and Legal Affairs, Experience in Governance and Vigilance appointment, Dispute Resolution and Mediation Expertise, Corporate and Compliance Knowledge, Independent and Impartial Decision-Making, his appointment as an independent director is of immense benefit to the Company.

In terms of the provisions of rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines that the independent director so appointed hold highest standards of integrity and possess necessary expertise and experience.

c) Retirement of Directors

During the year under review, the following Independent Directors retired from the Board upon completion of their second and final term in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

â¢ Mr. Ashwini Verma (DIN: 06939756) completed his tenure on August 4, 2024;

â¢ Dr. Amogh Kumar Gupta (DIN: 06941839) completed his tenure on August 4, 2024; and

â¢ Mr. Satish Chandra Pandey (DIN: 07072768) completed his tenure on January 22, 2025.

The Board of Directors and the Management of the Company expressed deep appreciation and gratitude to the aforesaid directors for their extensive contribution and stewardship.

d) Women Independent Director

Ms. Ratna Dharashree Vishwanathan (DIN: 07278291) was appointed as Woman Independent Director on the Board as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

e) Independent Directors and their Declaration

As on March 31, 2025, the Company is having 4 (Four) Independent Directors which are in accordance with the requirement of the SEBI (LODR) Regulations, 2015 as well as under the Companies Act, 2013.

The terms and conditions of appointment of the Independent Directors are placed on the website and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.

All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 read with Section 149(6) of the Companies Act, 2013. As per the SEBI (LODR) Regulations 25 (8) states that every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, or whenever there is any change in the circumstances which may affect his status as an independent director, submit a declaration that he meets the criteria of independence as provided in clause of sub-regulation (1) of regulation 16 and that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence and the board of directors of the company shall take on record the declaration and confirmation submitted by the independent director under sub-regulation (8) after undertaking due assessment of the veracity of the same.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (Including the proficiency of the independent director as ascertained from the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs notified under sub-section (1) of section 150 of the Companies Act, 2013 and are the persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and the Rules made thereunder.

The Independent Directors have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs. As per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have passed or are exempted from undertaking the online proficiency self-assessment test. These confirmations have been placed before the Board. None of the Independent Directors hold office as an Independent Director in more than seven listed companies as stipulated under Regulation 17A of the Listing Regulations. The maximum tenure of Independent Directors is determined in accordance with the Act and rules made thereunder, in this regard, from time to time.

f) Programme for familiarization of Directors

The Company conducts familiarization programme for all the directors at the time of their appointment and also at regular intervals to enlighten the directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company etc. The details regarding the familiarization programme conducted during the year are put up on the website of the company and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.

Constitution of the Board of Directors and their Meetings

a) Constitution of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 and Section 149 of the Companies Act, 2013. The Company''s policy is to maintain optimum combination of Executive and Non-Executive Directors. As on March 31, 2025, the Company has 6 (Six) Directors. Out of the 6 (Six) Directors, 2 (Two) are Executive Directors and 4 (Four) are NonExecutive, Independent Directors.

Mr. Dilip Suryavanshi, Chairman & Managing Director and Mr. Devendra Jain, Managing Director & CEO of the Company, are the Promoters of the Company. The Members of the Board are highly qualified and having varied experience in their respective field and they assist the Board to discharge their functions from time to time.

Considering the extensive experience and invaluable contributions of Mr. Dilip Suryavanshi, Chairman and Managing Director and Mr. Devendra Jain, Managing Director and Chief Executive Officer, towards the growth & success of the Company, both were re-appointed on the same designation for a further period of three years with effect from August 26, 2024 and Their re-appointments were duly approved by the shareholders through Special Resolutions passed at the Annual General Meeting held on September 24, 2024.

b) Meetings of the Board

The Board met 4 (Four) times during the Financial Year 2024-25. The maximum interval between any two meetings did not exceed 120 days. The details of Board meetings held during the financial year 2024-25 are as follows:

Date of Board S.No Meeting	Board	No. of Directors
Date of Board S.No Meeting	Strength		Present
1 10.05.2024	8		8
2 13.08.2024	6		6
3 13.11.2024	6		6
4 14.02.2025	6		6
Attendance of Directors at the Board Meetings and at the
last Annual General Meeting (AGM)
Name of the Directors	Number of board meetings during the year 2024-25		Whether attended last AGM
	Held Attended		Whether attended last AGM
Mr. Dilip Suryavanshi	4	4	Yes
Mr. Devendra Jain	4	4	Yes
Mr. Ashwini Verma*	4	1	NA

Name of the Directors	Number of board meetings during the year 2024-25		Whether attended last AGM
Name of the Directors	Held	1 Attended	Whether attended last AGM

Dr. Amogh Kumar Gupta*	4	1	NA
Mr. Satish Chandra Pandey#	4	3	Yes
Mr. Vijay Chhibber	4	4	No
Mr. Malay Mukherjee	4	4	No
Ms. Ratna Dharashree Vishwanathan	4	4	Yes
Mr. Alok Verma$	4	1	NA
* Retired with effect from August 4,2024. # Retired with effect from January 22, 2025. $ Appointed in the category of Independent Director with effect from January 22, 2025

c) Information available for the members of the Board

The Company ensures that the Board of Directors has access to timely, complete, and accurate information to enable informed and effective decision-making. In this regard, the Company places all relevant matters before the Board, including the minimum information required to be placed before the Board of Directors in compliance with the provisions of Regulation 17(7) read with Schedule II - Part A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The Company regularly provides the following information to the Board and its Committees (if required):

â¢ Annual operating plans and budgets and any updates.

â¢ Capital budgets and any updates.

â¢ Quarterly results for the listed entity and its operating divisions or business segments

â¢ The Board has complete access to any other relevant information within the Company.

â¢ Financial results of the Company, its Subsidiaries;

â¢ Details of Material Subsidiary Companies;

â¢ Utilisation of Loan;

â¢ Minutes of meetings of the Board, Committees, resolutions passed by circulations and minutes of the meetings of the Board of Subsidiary Companies;

â¢ compliance report pertaining to all laws applicable to the listed entity pursuant to regulation 17(3) of SEBI (LODR) regulations, 2015 for the quarter ended March 31,2025;

â¢ Internal Audit Reports;

â¢ Periodic compliance/reports which includes noncompliance, if any;

â¢ Disclosures received from Directors;

â¢ Related party transactions;

â¢ Regular business updates;

â¢ Action Taken Report on decisions of previous Board Meetings;

â¢ Various Policies of the Board;

â¢ Code of Conduct for the members of the Board;

â¢ Discussion with the Auditors and the audit committee members.

d) Mechanism for Evaluation of Board, Committees, Chairperson and Individual Directors

The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, Committees, Individual Directors, CEO & MD and the Chairman has to be made. Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. All Directors responded through a structured questionnaire giving feedback about the performance of the Board, its Committees, Individual Directors, CEO & MD and the Chairman.

For the year under review, M/s D.K. Jain, Practising Company Secretaries, was engaged to receive the responses of the Directors and consolidate/ analyse the responses. As per Section 134(3) read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the evaluation is done by the Independent Directors of the Board for the performance of the executive directors with specific focus on the performance and effective functioning of the Board and Individual Directors, areas of improvement for the Directors and for the aforesaid purpose, Independent Directors of the Company have conducted their separate meeting on July 29, 2025 The Board of Directors expressed their satisfaction with the evaluation process. Criteria for evaluation of Board is discussed in relevant sections of Corporate Governance Report.

Company''s policy on remuneration of Directors, KMPs and other employees:

The Company has adopted a comprehensive Nomination and Remuneration Policy in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The policy aims to ensure a transparent and balanced approach in determining the remuneration of Directors, Key Managerial Personnel (KMPs), Senior Management, and other employees, based on performance, role complexity, industry benchmarks, and long-term objectives of the Company. While Executive Directors'' and KMPs'' remuneration includes a mix of fixed and performance-linked components, Non-Executive Directors are entitled to sitting fees and commission as permitted under applicable laws. The policy also outlines the criteria for appointment, performance evaluation, and succession planning to ensure leadership continuity and effective governance.

The Policy of the Company on remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes, independence of a Director

and other matters provided under section 178(3) of the Companies Act, 2013, is available on the Company''s website and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.

Governance codes

a) Code of Business Conduct & Ethics

The Company has adopted Code of Conduct for Board of Directors and Senior Management ("the Codeâ) which is applicable to the Board of Directors and all Employees of the Company. The Board of Directors and the members of Senior Management Team of the Company are required to affirm Compliance of this Code. The Company has received the annual affirmation declaration from the Board of Directors and Senior Management. The Code requires Directors and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The Code is displayed on the Company''s website and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.

b) Conflict of Interests

Each Director informs the Company on an annual basis about the Board and the Committee positions they occupies in other Companies including Chairmanships and notify changes during the year. The Members of the Board while discharging their duties, avoid conflict of interest in the decision-making process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.

c) Insider Trading Code

The Company has adopted a Code of conduct for prevention of Insider Trading ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, amended time to time (the PIT Regulations). This Code is displayed on the Company''s website and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.

The code shall be applicable to the insiders of the Company which includes all insiders, designated persons and their immediate relatives, connected persons, fiduciaries and intermediaries and shall come into effect from the date of listing of equity shares of the Company on a Stock Exchange in India subsequent to an initial public offering of the equity shares of the Company. The Chief Financial Officer of the Company is the Compliance Officer for monitoring adherence to the said PIT Regulations.

The Company has also formulated ''The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' in compliance with the PIT Regulations. This Code is displayed is on the Company''s website and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.

Further, pursuant to the amendments in SEBI (PIT) Regulations, 2018, the Company has also formulated Policy for Procedure of Inquiry in case of Leak of Unpublished Price Sensitive

Information and constituted an Enquiry Committee to take appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. The Policy is available on the Company''s website and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.

The composition of Enquiry Committee for leak of Unpublished Price Sensitive information comprises of 3 (three) Members which include Managing Director, Chief Executive officer and Chief Financial Officer of the Company.

During the period under review, the Company has not received any complaints related to leak of Unpublished Price Sensitive information. No meeting was held during the financial year 2024-25.

Directors and Officers Liability Insurance (D&O)

Pursuant to Regulation 25(10) of the Listing Regulations, the Company has taken the Directors and Officers Liability Insurance (D & O Insurance) policy for all the Directors including Independent Directors of the Company for indemnifying them against any liability in respect of any negligence, default, misfeasance, breach of duty, or breach of trust for which they may be guilty in relation to the Company.

Committees of the Board

The Board of Directors has constituted various mandatory and other Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function Charters as per the applicable provisions. These Committees play an important role in the governance of the Company and overall management of day- to-day affairs. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. During the year under review, the Board has the following Committees:

1. Audit Committee

2. Stakeholder''s Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility (CSR) Committee

5. Group Governance Committee

6. Risk Management

7. Enquiry Committee for leak of Unpublished Price Sensitive Information

8. BRSR & ESG Committee (Business Responsibility & Sustainability Reporting (BRSR) and Environment, Social and Governance (ESG) Committee)

9. Borrowing Committee

10. Business Development and Administration Committee

11. Lending & Investment Committee

13. InvIT Committee

14. Warrant Committee

15. Prevention of Sexual Harassment Committee

Details of composition, changes during the year, terms of reference and number of meetings held in Financial Year 202425 for the aforementioned committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been considered and accepted by the Board.

Corporate Social Responsibility (CSR)

CSR is commitment of the Company to improve the quality of life of the community and society at large and an initiative to assess and take responsibility for the company''s effects on environment and social wellbeing. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and society.

Details of composition, changes during the year, terms of reference and number of meetings held in the Financial Year 2024-25 are given in the report on corporate governance which forms a part of this Report.

CSR policy was adopted by the Board on the recommendation of CSR Committee. As per the Rule 9 of Companies (CSR Policy) Rules, 2014, the Corporate Social Responsibility Policy is available on the website of the Company and the weblink is provided in Corporate Policies / Weblinks section of this report.

Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility policy) Rules, 2014 is prepared and same is annexed to the Board''s Report as Annexure-2 of the Board Report.

Further, the Company at its Board meeting held on August 13, 2024, has approved the CSR funds of Rs. 335.85 Lakhs to be spent in the FY 2024-25. The Board has approved the allocation of CSR fund of Rs. 297.70 Lakhs for on-going projects under the CSR activities in its meeting held on August 13, 2024. The details of amount budgeted, spent and unspent are included in the said report i.e., Annexure-2 of the Board Report.

Particulars of contracts or arrangements with related parties referred to Section 188(1):

All transactions entered with Related Parties for the year under review were entered on arm''s length basis and in the ordinary course of business and the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made thereunder were not attracted.

As per the SEBI Listing Regulations, if any Related Party Transactions (''RPT'') exceeds H 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members approval. There were no material transactions of the Company with any of its related parties during the year in terms of Section 134 read with Section 188 of the Companies Act, 2013. Therefore, the disclosure of the

Related Party Transactions as required under Section 134(3(h) of the Act in Form AOC-2 is not applicable to the Company for FY25 and, hence, the same is not required to be provided.

As per the provisions of regulation 23 of SEBI (LODR), Regulation 2015, all Related Party Transactions and subsequent material modifications shall require prior approval of the audit committee of the listed entity. The Company has a process in place to periodically review and monitor Related Party Transactions. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the related party transactions were in the ordinary course of business and at arm''s length.

The Audit Committee and the Board have approved the Related Party Transactions Policy and the same has been placed on the Company''s website and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.

Related Party Disclosures

Disclosures of Loans and advances in the nature of loans to Subsidiaries/Associates/others by name and amount at the year end and the maximum amount of loans outstanding during the year has been disclosed in Notes 4 and 29 to the Standalone Financial Statements. The said disclosures are also given in the Financial Statements of Subsidiary/ Associate Companies.

Particulars of employees

Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, is annexed to the Board''s report as Annexure-3.

Directors'' Responsibility Statement

Pursuant to the requirement under clause C of sub-section (3) of Section 134 of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, the Directors confirmed that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the profit of the company for that period;

c) the directors had 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) that the directors had prepared the annual accounts for the Financial Year ended March 31, 2025 on a going concern basis;

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

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

Internal Control System and their Adequacy

Your company has an effective internal control and risk-mitigation system, which are constantly appraised and assessed by an competent team who are closely worked under strategic director of senior management to strengthen the Internal Controls system. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal audit is entrusted to M/s RSM Astute Consulting Pvt Ltd, a global reputed consultancy firm. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

Risk management

Risk management is embedded in your Company''s operating framework. Pro-active Risk Management has been identified as a key strategic initiative to ensure sustainable growth. Risk Management is an integral part of the overall governance process to identify, segregate, mitigate, control and monitor various risks at business, prospect and operational levels.

To institutionalize this approach, the Company has adopted a comprehensive Risk Assessment and Management Policy in compliance with Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of the SEBI (LODR) Regulations, 2015 to create and protect shareholder''s value by minimizing threats or losses and identifying and maximizing opportunities. The policy outlines different kinds of risks and risk mitigating measures to be adopted by the Board including a structured framework for identification, assessment, mitigation and monitoring of key business risks across strategic, operational, financial, legal, regulatory, environmental, and reputational domains. The Risk Management Committee (RMC), supported by the Chief Risk Officer (CRO) and Functional Heads, oversees the implementation and effectiveness of risk mitigation measures. Risks are documented and tracked in a detailed Risk Register, and the risk appetite is reviewed annually. Regular reporting to the Board and Audit Committee ensures effective oversight, while the policy encourages continuous improvement aligned with global risk management practices.

The Company has adequate internal control systems and procedures to combat the risk. The Risk Assessment and Management Policy is available on the Company''s website and

the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.

Some of the risks that may arise to the Company are explained here:

(a) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk interest rate risk, currency risk and other price risk such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings, trade and other payables, security deposit, trade and other receivables, deposits with banks etc. The Company''s activities exposed to interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company dynamically manages interest rate risks through a mix of fund-raising products and investment products across maturity profiles and currencies within a robust risk management framework.

The sensitivity analysis for interest rate risk has been mentioned in Note 33 of standalone financial statements and consolidated financial statements being part of this Annual Report.

(b) Credit Risk

Credit risk on trade receivables and unbilled work-inprogress is limited as the customers of the Company mainly consists of the government promoted entities having a strong credit worthiness. For other customers, the Company uses a provision matrix to compute the expected credit loss allowance for trade receivables and unbilled work-in-progress. The provision matrix takes into account available external and internal credit risk factors such as credit ratings from credit rating agencies, financial condition, ageing of accounts receivable and the Company''s historical experience for customers.

(c) Liquidity Risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash flow and collateral obligations without incurring unacceptable losses. The Company constantly monitors the liquidity levels, economic and capital market conditions and maintains access to the lowest cost means of sourcing liquidity through banking lines, trade finance and capital markets.

(d) Regulatory Risk

The Company is exposed to risks attached to various statutes, laws and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal control and audits.

(e) Human Resource Risk

Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various

measures including training and integration of learning and development activities. The Company has formulated various schemes in the interest of the employees i.e. DBL Employees Voluntary Benevolent Fund Scheme, Camp & Accommodation with various modern amenities, Free Child Education Policy for Drivers & Operators, One Lakh Gift Policy for Daughters marriage of Drivers/ Operators, Best Drivers & Machine Operator Award.

(f) Commodity Price Risk

The company is exposed to the risk of price fluctuations of Raw materials required for their road projects such as Bitumen, Cement, Steel (Iron & Steel), Crushed Stone, etc.

The company proactively manages these risks through forward booking, inventory management and proactive vendor development practices. The risk of price fluctuations in commodities is also mitigated to certain extent based on the price escalation clause included in the contracts with the customers.

Environment and Safety

The Company is conscious of the importance of clean environment and safe operations. The Company''s policy requires conduct of operations in such manner so as to ensure safety of all concerned, compliances of environmental.

Disclosures Prevention of Sexual Exploitation, Abuse and Harassment Policy

The Prevention of Sexual Exploitation, Abuse and Harassment Committee has been formulated by the Board of Directors of the Company. The aim of the said policy to provide all employees a safe environment to work together having free from sexual exploitation, abuse and harassment. This policy envisages zero tolerance against Sexual Abuse, Exploitation and Harassment relating to all employees (permanent, temporary, contractual, part time, trainees, contractor and casual workers), and other individual, entities interacting with DBL. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has zero tolerance for sexual exploitation, abuse and harassment at workplace. The status of complaints received, Disposed of and pending for more than 90 (Ninety) Days during the Financial Year 2024-25 are as under:-

Particulars	Number of Complaints
Number of complaints of sexual harassment received during the year	0
Number of complaints disposed of during the year	0
Number of complaints pending for more than ninety days	0

Compliance under the Maternity Benefit Act, 1961

The Company is committed to upholding the rights and welfare of women employees in accordance with the provisions of the Maternity Benefit Act, 1961. During the financial year 2024-25, the Company has duly complied with the applicable provisions of the Act, including but not limited to providing maternity leave and benefits, ensuring a safe working environment for women employees. No instance of non-compliance under the said Act was reported during the year.

Cautionary Statement

Statements in this Board''s Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forwardlooking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially

from those expressed or implied. Important factors that could make difference to the Company''s operations include raw material availability and its prices, cyclical demand and pricing in the Company''s principle markets, changes in Government regulations, Tax regimes, economic developments in the Country and other ancillary factors.

Acknowledgements

The Company is grateful to its customers, shareholders, debenture holders, suppliers, financial institutions, bankers, Central and State Governments and all the regulatory authorities for their constant support to the Company. The Directors also place on record their deep appreciation of the contribution made by employees at all levels, the consistent growth of the Company was made possible by their hard work, loyalty, dedication, co-ordination and support.

Mar 31, 2024

Your Board of Directors (âBoard') is pleased to present the 39^thÂ Annual Report on the business and operations of the Veritas (India) Limited (âCompanyâ) along with the audited accounts for theÂ financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The Company follows Indian Accounting Standards (IND AS), the financial performance of your company for the financial year ended March 31, 2024 is summarized below:

Particulars	Standalone		Consolidated
Particulars	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations (Net)	24,532.48	22,793.44	3,85,453.46	2,16,322.41
Other Income	226.86	675.39	5,689.68	474.20
Total Expenses	24,278.57	23,001.14	3,72,354.43	2,07,244.38
Profit before Tax	480.76	467.70	18,788.71	9,552.22
Tax Expenses:	Â	Â	Â	Â
a) Current tax	167.24	78.88	167.24	79.01
b) Deferred tax	12.58	(8.05)	12.58	(8.05)
c) MAT Credit	(76.34)	-	(76.34)	-
d) Adjustment of Earlier Years	-	-	0.09	-
Total Tax Expenses	103.48	70.83	103.57	70.96
Profit after Tax	377.27	396.87	18,685.14	9,481.26
Comprehensive income for the Period	(1.63)	3.74	1,328.73	6,177.55
Total Comprehensive Income	375.64	400.61	20,013.87	15,658.81
Â	Â	Â	Â	Â
Earnings per equity shares	Â	Â	Â	Â
a) Basic	1.41	1.48	69.69	35.36
b) Diluted	1.41	1.48	69.69	35.36

STATE OF COMPANY'S AFFAIRS

Fiscal year 2023-24 has been marked by significant uncertainties in the global business landscape. The worldwide economy experienced a notable slowdown in growth compared to the previous year,Â attributed to stringent financial conditions, the ongoing Russia-Ukraine conflict, and the lingeringÂ impacts of the COVID-19 pandemic. However, India has demonstrated remarkable resilience, drivenÂ by robust domestic demand and substantial government-backed investments. This has enabled theÂ country to exhibit a steady growth trajectory, surpassing the United Kingdom to become the world'sÂ fifth-largest economy following its recovery from successive waves of the pandemic.

The Indian economy has witnessed notable gains in employment and private consumption, coupled with favorable policies and new investments, indicating a promising outlook for sustainable businessÂ growth. Our company remains steadfast in its commitment to delivering sustainable growth andÂ long-term value creation for its stakeholders. Through our unwavering focus on operationalÂ excellence, we have achieved impressive results across all business verticals.

Notably, your Company has maintained its commitment to maintaining the global standards, while our operations have showcased adaptability amidst industry fluctuations. Financial performance hasÂ been strong, with the revenues showcasing an increase of 3% as compared to the past year whichÂ represents a significant increase amidst the challenges which have surfaced during the year.

PERFORMANCE AT A GLANCE:

The Standalone and Consolidated Financial Statements of the Company for the Financial Year 202324 have been prepared in accordance with the Indian Accounting Standards (Ind AS), read with the provisions of Section 129 and other applicable provisions, if any, of the Companies Act, 2013 (âtheÂ Actâ) rules framed thereunder and Regulation 33 of the SEBI (Listing Obligations and DisclosureÂ Requirements) Regulations, 2015 as amended (âSEBI Listing Regulationsâ) and form a part of thisÂ Annual Report.

The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably presentÂ the Company's state of affairs, profits and cash flows for the year ended March 31, 2024.

Following are the comparative figures of the operations of the Company for the financial year ended March 31, 2024 vis-a-vis previous year ended March 31, 2023:

Revenue - Standalone (Rs. in Lakhs)

Standalone revenue from operations isÂ Rs. 24,532.48 asÂ compared to previous year's revenue ofÂ Rs. 22,793.44/-.

Revenue - Consolidated (Rs. in Lakhs)

Consolidated revenue from operations increased toÂ Rs. 3,85,453.46Â as compared to previous year's revenue ofÂ Rs. 2,16,322.41/-

Profit Standalone (Rs. in Lakhs)

Standalone Profit after Tax isÂ Rs. 377.27Â as compared to previous year's profit after tax ofÂ Rs. 396.87/-

Profit Consolidated (Rs. in Lakhs)

Consolidated Profit after Tax isÂ Rs. 18,685.14 /-Â as compared to previous year's profit after tax ofÂ Rs. 9,481.26 /-

The detailed Financial Statements are also available on the website of the Company and can be accessed at the web link:Â http://www.veritasindia.net/annual-reports.asp

DIVIDEND

Your Board is pleased to recommend a dividend ofÂ Re. 0.05/-Â (Five paise) per Equity Share of the face value of Re. 1/- (Rupee One only) each for the financial year ended March 31, 2024 aggregating

to aboutÂ Rs. 13,40,500/- (Rupees Thirteen Lakhs Forty Thousand Five Hundred Only) payable to the shareholders whose names appear in the Register of Members as on the Book Closure date.Â The Dividend is payable subject to the approval of the Shareholders at the ensuing Annual GeneralÂ Meeting of the Company.

The Board of your Company has fixed Tuesday, September 17, 2024 as the 'Record Date'/ 'Cut-off' date for the purpose of determining entitlement of the Members to the final Dividend for the FinancialÂ year 2023-24, if declared at the AGM

TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the General Reserve.

UNPAID / UNCLAIMED DIVIDEND

Members are requested to note that as per Section 124 of the Companies Act, 2013, Dividends not claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account shallÂ be transferred to the Investor Education and Protection Fund of the Government (âIEPFâ). UnclaimedÂ Dividends as per details given in the table below and are due to be transferred to the 'InvestorÂ Education and Protection Fund'.

Financial Year	Type of Dividend	Date of Declaration	Due Date for Transfer to IEPF
2016-17	Final Dividend	22-Sep-2017	26-Nov-2024
2017-18	Final Dividend	28-Sep-2018	2-Dec-2025
2018-19	Final Dividend	27-Sep-2019	1-Dec-2026
2019-20	Final Dividend	30-Sep-2020	4-Dec-2027
2020-21	Final Dividend	30-Sep-2021	4-Dec-2028
2021-22	Final Dividend	30-Sep-2022	4-Dec-2029
2022-23	Final Dividend	22-Sep-2023	26-Nov-2030

Further, those Members who have not, so far, encashed these Dividend warrants or any subsequent Dividend warrants may claim or approach our Registrar and Transfer Agents viz. Link Intime IndiaÂ Pvt. Ltd, or the Company for payment thereof. Members are hereby informed that the UnclaimedÂ Dividend amount shall be transferred by the Company to the IEPF as per abovementioned due date(s)Â or such other period as may be specified under the Companies Act, 2013 and rules made thereunder,Â from time to time and no claims will be entertained by the Company for any unclaimed DividendÂ transferred to the IEPF. The details of unclaimed Dividends and its due dates for transfer to the IEPFÂ are available on the website of the Company:Â www.veritasindia.net

CHANGE IN MANAGEMENT CONTROL

Swan Energy Limited (the âAcquirerâ) has entered into a Share Purchase Agreement (âSPAâ) dated May 20, 2022 with the erstwhile promoters of the Company by which the Acquirer has acquiredÂ 55.00% of the equity share capital of the Company. The Acquirer has made an Open Offer inÂ Regulations 3(1) & 4 of the SEBI (SAST) Regulations. Swan Energy Limited in pursuant to the signedÂ SPA and announcement made acquired the said stake in the Company and accordingly, Veritas (India)Â Limited has become a subsidiary w.e.f. January 20, 2023.

Further the Company has made application to Bombay Stock Exchange (BSE) for Reclassification of Promoter under Regulation 31A (10) of SEBI (Listing Obligations and Disclosure Requirements)Â Regulations 2015 pursuant to the acquisition as mentioned in the Open Offer made by Swan EnergyÂ Limited under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Subsequently, the Company has received the approval letter dated April 27, 2023 from Bombay Stock Exchange (BSE) accordingly the current promoter of the Company is Swan Energy LimitedÂ holding 55.00% of the Equity Share Capital of the Company

Below are the List of Outgoing Promoter of the Company with effect from April 27, 2023

Sr. No. Name of Outgoing Promoter Â Â Â Category

1. Â Â Â Ms. Niti Nitin Kumar DidwaniaÂ Â Â Â Promoter

2. Â Â Â Mr. Nitin Kumar Deendayal Didwania Promoter

3. Â Â Â Groupe Veritas LimitedÂ Â Â Â Promoter

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company i.e., March 31, 2024 andÂ the date of the Board Report.

HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURES COMPANIES

As on March 31 2024,Â Swan Energy LimitedÂ is the Holding Company of your Company. Apart from this your Company has 6 (Six) subsidiaries' including step-down subsidiary operating within IndiaÂ and overseas subsidiaries as listed below:

Domestic Subsidiaries (Incorporated in India):

1. Â Â Â Veritas Infra & Logistics Private Limited, Wholly Owned Subsidiary (WOS)

2. Â Â Â Veritas Agro Ventures Private Limited, Wholly Owned Subsidiary (WOS)

3. Â Â Â *Veritas Polychem Private Limited, Wholly Owned Step-down Subsidiary (WOS)

*During the year, Veritas Polychem Private Limited, Wholly Owned Subsidiary (WOS) was amalgamated with Veritas Petro Industries Private Limited, Wholly Owned Subsidiary (WOS)Â under the scheme of Amalgamation for purpose of simplification of group structure.Â Subsequently the NCLT has approved the scheme and passed the order on September 21, 2022,Â as per the Amalgamation Scheme there was rationale for the name change of theÂ 'transfereeÂ Company' therefore the Company has changed the name of the Company from 'Veritas PetroÂ Industries Private Limited' to 'Veritas Polychem Private Limited'from June 05,2023.

International Subsidiaries:

1. Â Â Â Veritas International FZE, (Wholly Owned Subsidiary incorporated in Dubai, UAE)

2. Â Â Â Verasco FZE (Formerly known Hazel International FZE), (Wholly Owned SubsidiaryÂ incorporated in Sharjah UAE)

3. Â Â Â Veritas Global PTE Limited, (Wholly Owned Subsidiary incorporated in Singapore)

During the financial year ended March 31, 2024, the Board of Directors reviewed the affairs of Company's subsidiaries as mentioned above. Pursuant to Section 129(3) of the Companies Act, 2013Â and new IND AS (Accounting Standards) issued by the Institute of Chartered Accountant of India,Â Consolidated Financial Statement presented by the Company includes the financial statements of itsÂ subsidiaries.

A separate statement containing the salient features of the financial performance of subsidiaries in the prescribedÂ Form AOC-1Â is annexed to the financial statements of the Company. The Audited

Consolidated financial statements together with Auditors' Report form an integral part of the Annual Report.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separately audited/unaudited accounts of each of its subsidiaries on its website atÂ www.veritasindia.netÂ and theÂ same shall be available for inspection by the Members at the registered office of the Company duringÂ the business hours on all working days between 10.30 A.M. to 5.30 P.M. except Saturdays andÂ Sundays up to the date of ensuing AGM. Any members interested for obtaining a copy of the saidÂ financial statements shall write to the Investor Relations Department at the Registered Office of theÂ company.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the Company's website which can be accessed using the linkÂ https://www.veritasindia.net

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of your Company, Subsidiaries and its Business are given in the Management Discussion and Analysis, as required under the SEBIÂ Listing Regulations, which is provided in separate section and forms integral part of this Report.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Such controls have been assessed during the year under reviewÂ taking into consideration the essential components of internal controls stated in the Guidance NoteÂ on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of CharteredÂ Accountants of India. Based on the results of such assessments carried out by Management, noÂ reportable material weakness or significant deficiency in the design or operation of internal financialÂ controls was observed. Nevertheless, your Company recognizes that any internal control framework,Â no matter how well designed, has inherent limitations and accordingly, regular audits and reviewÂ processes ensure that such systems are reinforced on an ongoing basis.

PARTICULARS OF CONTRACTS OR AGREEMENTS ENTERED INTO WITH RELATED PARTIES

During the year under review, your Company has entered into transactions with the related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Rules made there underÂ and the Listing Regulations. All related party transactions are in the ordinary course of business andÂ are on arm's length basis. There are no materially significant related party transactions made by theÂ Company with Promoters, Directors, Key Managerial Personnel or other designated persons whichÂ may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 was not required. Details of transactions made are disclosed in financial statements. All relatedÂ party transactions are presented to the Audit Committee and the Board. Omnibus approval wasÂ obtained for the transactions which are foreseen and repetitive in nature.

In line with the provisions of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, your Company has formulated a policy on Materiality of Related Party Transaction and on dealingÂ with related party transactions duly approved by the Board and is uploaded on the website of theÂ Company and can be accessed at:Â https://www.veritasindia.net/quarterly-performance

The details of the transactions with related parties and the status of outstanding balances as per Accounting Standard 18 are set out inÂ Note no. 41Â to the Standalone Financial Statements formingÂ part of this report.

AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITOR AND STATUTORY AUDITORS REPORT

At the 37^thÂ (Thirty-Seventh) AGM held on September 30, 2022, the Members approved the appointment of M/s. Shabbir & Rita Associates LLP, Chartered Accountants, Statutory Auditors (FirmÂ Registration No.109420W) as Statutory Auditors of the Company to hold office for a period of fiveÂ years from the conclusion of that AGM till the conclusion of the forty second AGM to be held in theÂ year 2027.

The Independent Auditors' report on financial statements, including consolidated financial statements of the Company for the year ended March 31,2024, issued by M/s. Shabbir & RitaÂ Associates LLP, Chartered Accountants, Statutory Auditors of the Company, are enclosed withÂ financial statements in this Annual Report. There are no qualifications, reservations, adverse remarksÂ or disclaimers given by the Statutory Auditors in their reports. The notes on financial statementsÂ referred to in the Statutory Auditors' Report are self-explanatory and do not call for any furtherÂ comments.

Further, during the year under review, the Statutory Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under sectionÂ 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

SECRETARIAL AUDIT REPORT

The Board has appointed M/s. JMJA & Associates LLP, Practicing Company Secretaries to undertake secretarial audit of the company pursuant to Section 204 of the Companies Act, 2013. The SecretarialÂ Audit Report for the financial year ended March 31, 2024 as submitted by them is annexed asÂ Annexure IÂ and forms part of this Report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee underÂ section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

SECRETARIAL STANDARDS

To the best of our understanding and knowledge, it is hereby confirmed that during the year under review, your Company has complied with applicable Secretarial Standards i.e., SS-1 and SS-2, relatingÂ to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARNATEES GIVEN AND SECURITY PROVIDED

The details of Loans and Investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Securities andÂ Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, for theÂ Financial Year Ended 2023-2024 are given in the Standalone Financial Statements. (Note No. 40Â toÂ the Standalone Financial Statements).

PUBLIC DEPOSIT

During the year under review, your Company did not invite or accept any Deposits covered under Chapter V of the Companies Act, 2013 (âActâ). There were no outstanding deposits within theÂ meaning of Sections 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits)Â Rules, 2014, at the end of the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with regards to the particulars of Directors, KMPs and employees who are in receipt of remuneration in excess of the limits as prescribed under the provisions of Section 197(12) of the ActÂ read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Â Rules, 2014, as amended till date as may be applicable are available and the Statement containing theÂ details of employee remuneration as required under Section 197 of the Companies Act, 2013 readÂ with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialÂ Personnel) Rules, 2014, is available for inspection at the registered office of the Company duringÂ business hours from 21 days before the Annual General Meeting and any Member willing to obtainÂ copy of the said statement can write to the Investor Relations Department at the Registered officeÂ address of the company (Annexure IV). In terms of Section 136(1) of the Companies Act, 2013, theÂ Annual Report is being sent to the Members excluding the information on particulars of employees.

BOARD AND COMMITTEES

DIRECTORS AND KEY MANAGERIAL PERSONS

As on March 31, 2024, the Company has 6 (Six) Directors comprising of 1 (one) Executive Director (Managing Director) and 5 (Five) Non-Executive Directors out of which 3 (Three) are IndependentÂ Directors. The Board comprises of 1 (One) Independent Woman Director as well.

Appointment and Cessation

All appointments of Directors are made in accordance with the relevant provisions of the Companies Act, 2013 and the Rules framed thereunder and the SEBI Listing Regulations.

Ms. Kamala Aithal (DIN: 07832519) has resigned from the position of the Independent Director of the Company with effect from April 26, 2023 due to preoccupancy of her.

During the year under review, there has been a change in designation of Mr. Nikhil Merchant (DIN: 00614790) from Chairman and Managing Director to Non-executive and Non-Independent DirectorÂ with effect from December 28, 2023.

On the basis of recommendation of Nomination and Remuneration and the approval of the same by the Board, Mr. Paresh V. Merchant (DIN: 00660027) is appointed as a Managing Director onÂ December 28, 2023 for period of three years. The said appointments were subsequently approvedÂ by the members at the Extra Ordinary General Meeting (EGM) of the Company held on March 21,Â 2024.

Thereafter, Mr. Kunal Sharma (DIN: 03553398) tendered his resignation from the Board of Veritas (India) Limited effective from February 21, 2024 due to pre-occupation with other work andÂ assignments at this point of time and there are no other material reasons for resignation. The BoardÂ places on record its appreciation of the invaluable services as a Non-Executive - Non IndependentÂ Director of the company.

On the basis of recommendation of Nomination and Remuneration and the approval of the same by the Board, Mr. Virat Dantwala (DIN: 10750573) is appointed as an Additional Director, liable to retireÂ by rotation, on August 30, 2024 subject to approval of the shareholders at the ensuing 39^thÂ AnnualÂ General Meeting. Brief resume/details relating to Mr. Virat Dantwala have been furnished in theÂ notice.

On the basis of recommendation of Nomination and Remuneration and the approval of the same by the Board, Mr. Arun Agarwal (DIN: 02044613) is appointed as a Company Secretary and AdditionalÂ Director, liable to retire by rotation, on August 30, 2024 subject to approval of the shareholders atÂ the ensuing 39^thÂ Annual General Meeting. Brief resume/details relating to Mr. Arun Agarwal haveÂ been furnished in the notice.

Mr. Vijay Shah (DIN: 03502649) and Mrs. Purvi Matani (DIN: 08536917), the Independent Directors of your Company reappointed by the NRC Committee and Board on August 13, 2024 and beingÂ eligible offer themselves for re-appointment for a further term of five years.

Further Mr. Nikhil Merchant tendered his resignation from the Board of Veritas (India) Limited effective from August 30, 2024 due to preoccupation with other assignment and there is no otherÂ material reasons for resignation. The Board places on record its appreciation of the invaluableÂ services.

Further Mr. Vivek Merchant tendered his resignation from the Board of Veritas (India) Limited effective from August 30, 2024 due to preoccupation with other assignment and there is no otherÂ material reasons for resignation. The Board places on record its appreciation of the invaluableÂ services.

On recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on August 13, 2024 reappointed Mr. Vijay Shah (DIN: 03502649) and Mrs. Purvi MataniÂ (DIN: 08536917) as the Independent Directors for a second term of five years effective from AugustÂ 14,2024 subject to approval of the shareholders at the ensuing 39^thÂ Annual General Meeting.Â However, as such appointment is subject to the approval of the shareholders a special resolution inÂ connection with the same has been included in the notice of the 39^thÂ Annual General Meeting of theÂ Company. Brief resume/details relating to Mr. Vijay Shah and Mrs. Purvi Matani have been furnishedÂ in the notice and the Board recommends the reappointment of the concerned Directors.

Appropriate resolutions seeking reappointment of the concerned Directors form a part the Notice convening the 39^thÂ Annual General Meeting of the Company

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission andÂ reimbursement of expenses, if any.

None of the Directors of the Company are disqualified in accordance with Section 164 of the Companies Act, 2013. Further, as per the SEBI Listing Regulations, the Company has receivedÂ Certificate from M/s. JMJA & Associates LLP Practicing Company Secretaries that none of theÂ Directors on the Board have been debarred or disqualified from being appointed or continuing asÂ Directors of Companies by the Securities and Exchange Board of India/ Ministry of Corporate AffairsÂ or any such other statutory authority.

RETIREMENT BY ROTATION

In accordance with the Section 152, other applicable provisions of the Companies Act, 2013 and in terms of Memorandum and Article of Association of the Company, one-third of such of the DirectorsÂ as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for reappointment at every AGM. Mr. Paresh Merchant (DIN: 00660027) Director of the Company, retiresÂ by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

Key Managerial Personnel

The following personnel have been designated as Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the CompaniesÂ (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Mr. Paresh Merchant	Managing Director
b) Mr. Rajaram Shanbhag	Chief Financial Officer
c) Mr. Arun Agarwal	Company Secretary and DirectorÂ (Appointed w.e.f August 30, 2024)

Except as mentioned above, there has been no change in the composition of Board and Key Managerial Personnel of the Company, during the year under review.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of theÂ Companies Act, 2013 read with Schedule IV and the relevant rules made there under and RegulationÂ 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and thereÂ has been no change in the circumstances which may affect their status as an independent directorÂ during the year.

EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out aÂ formal Annual evaluation of its own performance of its Committees, performance of the DirectorsÂ individually.

The evaluation was done by the way of a structured questionnaires covering various aspects of the Board functioning, amongst others vision, strategy & role clarity of the Board, Board dynamics &Â processes, contribution towards development of the strategy, risk management, budgetary controls,Â receipt of regular inputs and information, functioning, performance & structure of BoardÂ Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the IndependentÂ Directors was carried out by the entire Board, excluding the Director being evaluated. TheÂ performance evaluation of the Non-Independent Directors and the Board as a whole was carried outÂ by the Independent Directors. The performance evaluation of the Managing Director of the CompanyÂ was also carried out by the Independent Directors, considering the views of the Executive Director.Â The Directors expressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

Your Company has in place a structured induction and familiarization program for all its Directors including the Independent Directors. Your Company through such programs familiarizes not only theÂ Independent Directors but any new appointee on the Board with a brief background of yourÂ Company, their roles, rights, responsibilities, nature of the industry in which it operates, businessÂ model operations, ongoing events, etc. In order to enable the Directors to fulfill the governance role,Â comprehensive presentations are made on the various businesses, business models, riskÂ minimization procedures and new initiatives of the Company. Changes in domestic/overseasÂ corporate and industry scenario including their effect on the Company, statutory and legal mattersÂ are also presented to the Directors on a periodic basis. They are also informed of the importantÂ policies of your Company including the Code of Conduct for Directors and Senior ManagementÂ Personnel and the Code of Conduct for Prevention of Insider Trading. The details regarding theÂ familiarization program imparted by the Company can be accessed on the website of your CompanyÂ on the Web-Link:Â https://www.veritasindia.net

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. TheÂ template of the letter of appointment is available on the website of your Company at Web-Link:Â https://www.veritasindia.net

POLICY ON CRITERIA FOR APPOINTMENT /REMOVAL OF DIRECTORS AND REMUNERATION OF DIRECTORS

As part of good governance and also in accordance of the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hasÂ adopted a policy for Board Diversity, Appointment, Remuneration, Training and Evaluation ofÂ Directors and Employees. The Policy inter alia includes criteria for determining qualifications,Â experience, expertise in any particular domain, positive attributes, independence of a director andÂ other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013.

The details of such Nomination and Remuneration Policy on the appointment of Directors and remuneration is annexed asÂ Annexure VIIÂ and forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134f3)fC) OF THE COMPANIES ACT, 2013

Pursuant to provisions under Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief and based on the information and explanations provided to them, confirmÂ that:

a) Â Â Â in the preparation of the annual accounts for the year ended March 31, 2024, the applicableÂ accounting standards have been followed and there are no material departures from theÂ same;

b) Â Â Â appropriate accounting policies have been selected and applied them consistently and madeÂ judgments and estimates that are reasonable and prudent so as to give a true and fair view ofÂ the state of affairs of the Company as at March 31, 2024 and of the profit of the Company forÂ the year ended on that date;

c) Â Â Â proper and sufficient care has been taken for the maintenance of adequate accountingÂ records in accordance with the provisions of the Act for safeguarding the assets of theÂ Company and for preventing and detecting fraud and other irregularities;

d) Â Â Â the annual accounts have been prepared on a 'going concern' basis;

e) Â Â Â Proper internal financial controls have been devised to ensure compliance with all applicableÂ laws and that such internal financial controls are adequate and are operating effectively; and

f) Â Â Â proper systems are devised to ensure compliance with the provisions of all applicable lawsÂ and that such systems are adequate and operating effectively.

MEETINGS OF THE BOARD

During the financial year ended March 31, 2024, 9 (Nine) meetings of the Board of Directors were held. Meetings were held on April 06, 2023, April 27, 2023, May 18, 2023, August 09, 2023, AugustÂ 25, 2023, November 06, 2023, December 28, 2023, January 30, 2024 and February 26, 2024Â respectively. The details of attendance of Board of Directors and its Committees in respectiveÂ meetings are mentioned in the Corporate Governance Report under the heading âBoard of DirectorsâÂ forming part of this Annual Report. The maximum interval between any two consecutive meetingsÂ did not exceeded 120 days. The details regarding the Board Meeting and the composition is providedÂ in the Corporate Governance Report.

BOARD COMMITTEES

In compliance with various regulatory requirements, several Board-level Committees have been constituted to delegate matters that require greater and more focused attention.

Details on the constitution, brief terms of reference, meetings held and attendance of all the Board-level Committees are given in the Corporate Governance Report which forms part of this Annual Report. A brief overview of some of the Board-level Committees is furnished below:

Audit Committee of the Board ('ACB')

The ACB met four (4) times during FY 2023-24 i.e., on May 18, 2023, August 09, 2023, November 06, 2023 and January 30, 2024. All recommendations made by the ACB during the year were acceptedÂ by the Board. Further, the ACB comprises of the following members as on the date of this report

Mrs. Purvi Matani	- Chairperson (Independent Director)
Mr. Vijay Shah	- Member (Independent Director)
Mr. Kunal SharmaÂ ¹	- Member (Non-Executive - Non-Independent Director)
Mr. Vivek MerchantÂ ¹	- Member (Non-Executive - Non-Independent Director)

With effect from February 21,2024, Mr. Kunal Sharma ceased to be a member of the Audit Committee and thus Mr. Vivek Merchant was accordingly appointed as a member of the Audit Committee

Nomination and Remuneration Committee ('NRC')

The NRC met one (1) times during the FY 2023-24 i.e. December 28, 2023 Further, the NRC comprised of the following members as on the date of this report:

Mrs. Purvi Matani	- Chairperson (Independent Director)
Mr. Vijay Shah	- Member (Independent Director)
Mr. Kunal Sharma¹	- Member (Non-Executive - Non-Independent Director)
Mr.Vivek MerchantÂ ¹	- Member (Non-Executive - Non-Independent Director)

With effect from February 21, 2024, Mr. Kunal Sharma ceased to be a member of the Nomination and Remuneration Committee and thus Mr. Vivek Merchant was accordingly appointed as a member of theÂ Nomination and Remuneration Committee

Stakeholders Relationship Committee ('SRC')

The SRC met one (1) time during FY 2023-24 i.e., on February 26, 2024.

Further, the SRC comprised of the following members as on the date of this report:

Mrs. Purvi Matani	- Chairperson (Independent Director)
Mr. Vijay Shah	- Member (Independent Director)
Mr. Kunal SharmaÂ ¹	- Member (Non-Executive - Non-Independent Director)
Mr. Vivek MerchantÂ ¹	- Member (Non-Executive - Non-Independent Director)

With effect from February 21, 2024, Mr. Kunal Sharma ceased to be a member of the Stakeholder Relationship Committee and thus Mr. Vivek Merchant was accordingly appointed as a member of theÂ Stakeholder Relationship Committee

Corporate Social Responsibility (CSR) Committee

The CSR met one (1) time during FY 2023-24 i.e., on February 26, 2024. The Annual Report on CSR activities and details of amount spent or unspent by the Company during FY 2023-24, in accordanceÂ with the CSR Rules, is attached asÂ Annexure IIÂ to this Report. Further, the CSR Committee comprisedÂ of the following members as on the date of this report:

Mrs. Purvi Matani	- Chairperson (Independent Director)
Mr. Vijay Shah	- Member (Independent Director)
Mr. Kunal SharmaÂ ¹	- Member (Non-Executive - Non-Independent Director)
Mr. Vivek MerchantÂ ¹	- Member (Non-Executive - Non-Independent Director)

¹Â With effect from February 21, 2024, Mr. Kunal Sharma ceased to be a member of the Corporate Social Responsibility Committee and thus Mr. Vivek Merchant was accordingly appointed as aÂ member of the Corporate Social Responsibility Committee

The Company Secretary of the Company is the Secretary of the all Committees of the Company. However, currently the Company is finding for a suitable candidate due to resignation of theÂ Company Secretary.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the integrated Management Discussion and Analysis, form part of the Director's Report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systemsÂ are adequate and operating effectively.

GOVERNANCE

CORPORATE GOVERNANCE REPORT

Your Directors ensure the Company's prosperity by collectively directing its affairs, whilst meeting the appropriate interests of its Members and other Stakeholders. Our Company is committed to

achieve the highest standards of Corporate Governance. A separate section on Corporate Governance standards followed by our Company and the relevant disclosures, as stipulated under the SEBI ListingÂ Regulations, Act, and Rules made thereunder forms part of this Annual Report.

A Certificate from the Secretarial Auditors of the Company, M/s. JMJA & Associates LLP, Practising Company Secretaries, confirming compliance to the conditions of Corporate Governance asÂ stipulated under the SEBI Listing Regulations forms part of this Annual Report and is enclosed asÂ Annexure V in the Corporate Governance Report.

MANAGING DIRECTOR/DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

Certificate issued by Mr. Paresh Merchant, Managing Director and Mr. Rajaram Shanbhag, Chief Financial Officer of the Company, in terms of Regulation 17(8) of the SEBI Listing Regulations, for theÂ year under review was placed before the Board of Directors and forms part of this Annual Report andÂ is enclosed asÂ Annexure IVÂ in the Corporate Governance Report.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.. This framework seeks to createÂ transparency, minimize adverse impact on the business objectives and enhance the Company'sÂ competitive advantage. This risk framework thus helps in managing market, credit and operationsÂ risks and quantifies exposure and potential impact at a Company level, analyzing micro and macroÂ factors impacting business risks in various ways.

Risk management process has been established across the Company and is designed to identify, assess potential threat and frame a response to threats that affect the achievement of its objectives.Â Further, it is embedded across all the major functions and revolves around the goals and objectivesÂ of the organization. However, during the year under review there are no such risks which in theÂ opinion of the Board may threaten the existence of your organization or impact it sizably.

VIGIL MECHANSIM

The Vigil Mechanism as envisaged pursuant to Section 177 (9) and (10) of the Companies Act, 2013, the Rules prescribed there under and Regulation 22 of SEBI (Listing Obligations and DisclosureÂ Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower Policy toÂ enable the Directors, employees and all stakeholders of the Company to report genuine concerns, toÂ provide for adequate safeguards against victimization of persons who use such mechanism and makeÂ provision for direct access to the Chairperson of the Audit Committee.

Under this policy, your Company encourages its employees to report any fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Company's code ofÂ conduct to the management (on an anonymous basis, if employees wish so). Likewise, under thisÂ policy, your Company has prohibited discrimination, retaliation or harassment of any kind againstÂ any employees who, based on the employee's reasonable belief that such conduct or practice hasÂ occurred or are occurring, reports that information or participates in the investigation. Also, noÂ personnel have been denied access to the Chairman of the Audit Committee.

Whistle Blower Policy of your Company is available on the Company's website and can be accessed at the Web-link:Â https://www.veritasindia.net

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 of the Companies Act, 2013 read with Rules framed there under, your Company has constituted a Committee named as Corporate Social Responsibility (CSR) CommitteeÂ as on date.

The Committee has been entrusted with the responsibility for recommending to the Board about the implementing of the CSR activities. Also, the Committee inter alia monitors the CSR activities. TheÂ Annual Report on Corporate Social Responsibility (CSR) Activities is appended asÂ Annexure IIÂ to thisÂ report.

The CSR Policy includes a brief overview of the projects and / or programs proposed to be undertaken by the Company and can be accessed at the Company's website at the Web-link:Â https://www.veritasindia.net

Amount to be spent during the year is	-Â Rs. 12,00,000/-
Amount spent during the year is	-Â Rs. 12,00,000/-
The amount unspent on CSR during the year is	-Â NIL

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place, policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of the Sexual Harassment of Women atÂ Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints CommitteeÂ (ICC) has been set up as per the statutory requirements, to redress complaints regarding sexualÂ harassment. The policy has set guidelines on the redressal and enquiry process that is to be followedÂ by complainants and the ICC, whilst dealing with issues related to Sexual Harassment at the workÂ place. All women employees are covered under this policy.

Number of complaints filed during the financial year_- Â Â Â NIL_

Number of complaints disposed of during the financial year_- Â Â Â NIL_

Number of complaints pending as on end of the financial year Â Â Â -Â Â Â Â NIL

SHARE CAPITAL

During the year, there is No Change in Share Capital of the Company, the issued, subscribed and paid-up Equity Share Capital of the Company as at March 31, 2024 stood at Rs. 2,68,10,000/- (Rupees Two Crore Sixty-Eight Lakhs Ten Thousand only) comprising of 2,68,10,000 fully paid equity shares ofÂ Re.1/- each.

Business Responsibility & Sustainability Report (BRSR)

The Report on BRSR is annexed to this Report underÂ Annexure VIIIÂ and is available on website of the company.Â https://www.veritasindia.net/

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2024 is available on the website of the Company atÂ https://www.veritasindia.net

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As provided in the Section 124 sub section (5) of the Companies Act, 2013, the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the unpaidÂ dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF).Â The unpaid / unclaimed dividend and shares for the financial year ended March 31, 2017, is due toÂ be transferred to IEPF. The list of which is available on our website:Â https: //www.veritasindia.net/unpaid- dividend-iepf

Details of unclaimed Dividend and Members, who have not yet encashed their dividend warrant(s), are requested to forward their claims to the Registrar and Transfer Agents, Link Intime India PrivateÂ Limited or the Company at its registered office address.

It may be noted that once the unclaimed dividend is transferred to the IEPF, as above, no claim shall lie against the Company and shareholders would need to approach to IEPF authorities.

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

The provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 providing for the details of Conservation of energy, technology absorption,Â foreign exchange earnings and outgo are not applicable since the Company is into trading andÂ distribution business. However, your Directors have taken appropriate care to conserve the energyÂ during the year under review. Your Company, in order to increase its foreign exchange earnings, isÂ developing an export market strategy by focusing on sales of the diverse products of the Company inÂ the international market.

GENERAL DISCLOSURES

Your Company is listed on the Bombay Stock Exchange (BSE). During the year under review:

a) Â Â Â The Managing Director of the Company did not receive any remuneration or commissionÂ from any of the subsidiaries of your Company. The Whole-Time Director of the Company didÂ not receive any commission from any of its subsidiaries.

b) Â Â Â Company has not issued Shares (Including Sweat Equity Shares and Employee Stock Options)Â to employees of the Company under any Scheme.

c) Â Â Â The Company has not bought back any shares during the year.

d) Â Â Â The Company has not issued equity shares with differential rights as to dividend, voting orÂ otherwise.

e) Â Â Â During the year, no proceedings has been initiated under Insolvency and Bankruptcy CodeÂ towards the payment of debt.

f) Â Â Â the requirement to disclose the details of difference between amount of the valuation doneÂ at the time of onetime settlement and the valuation done, while taking loan from the BanksÂ or Financial Institutions along with the reasons thereof, is not applicable

g) Â Â Â There was no Significant or material orders were passed by the Regulators or Courts orÂ Tribunals which impact the going concern status or Company's operations in future.

h) Â Â Â There was no change in Business and in the nature of Business of your Company during theÂ year under review affecting the financial position of the Company.

ACKNOWLEDGEMENTS:

Your Directors are highly grateful for all the guidance and support received from the Government of India, State Government of Maharashtra, State Government of Gujarat, Other State GovernmentsÂ wherein the Company has its operations, various Financial Institutions and Banks. Your Directors

thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees of the Company at all levels, to ensure that theÂ Company continues to grow and excel.

For and on Behalf of the Board of Directors Veritas (India) Limited

Paresh Merchant Managing DirectorÂ DIN: 00660027

Place:Â MumbaiÂ Date:Â August 30, 2024

Mar 31, 2023

The directors have pleasure in presenting their 17^thÂ Annual Report on the business and operations along with the audited financial statements along with the consolidated financial statements of the Company for the financial year ended March 31, 2023.

Financial Results

The summary of the Standalone and Consolidated performance are set out below:

(Rs. In Lakhs)
Particulars	Standalone		Consolidated
Â	Year ended	Year ended	Year ended	Year ended
Â	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Gross Revenue	10,18,417.43	9,04,017.59	10,71,160.85	9,60,481.55
Total expenses	10,03,291.95	9,25,049.75	10,98,691.81	10,25,054.51
Profit before exceptional items & tax	15,125.48	(21,032.16)	(27,530.96)	(64572.96)
Exceptional items	12,848.11	6,137.69	37,873.20	(5,779.60)
Profit / (loss) before tax	27,973.59	(14,894.47)	10,342.24	(70,352.56)
Tax expenses:	Â	Â	Â	Â
Current tax	2,002.69	512.49	1,969.48	553.59
Deferred tax	4,307.09	(7,109.47)	9,025.70	(16,238.43)
Income tax for earlier years	(513.70)	299.87	(513.70)	299.87
Profit for the year from continuing operations	22,177.51	(8,597.36)	(139.24)	(54,967.59)
Share of Profit/(loss) of Associates	-	-	-	-
Profit for the Year	22,177.51	(8,597.36)	(139.24)	(54,967.59)
Other comprehensive income	Â	Â	Â	Â
Items that will not be reclassified to profit or loss (Net of Taxes)	4,669.00	1,873.30	4,635.55	1873.41
Total Comprehensive Income for the year	26,846.51	(6724.07)	4,496.31	(53,094.18)
Total Comprehensive Income for the year attributable to parent	26,846.51	(6724.07)	4,729.05	(53,013.21)
Add: Balance in Profit and Loss Account (Adjusted)	3,12,562.36	3,20,748.58	2,34,015.76	2,64,382.26
Sub Total (Parent)	3,39,408.87	3,14,024.51	2,38,745.26	2,11,369.05
Less: Appropriation	Â	Â	Â	Â
Dividend	146.21	1,462.15	146.21	1,462.15
Others	-	-	(40,510.83)	(24,108.86)
Closing Balance	3,39,262.66	3,12,562.36	2,79,109.42	234015.76
Note: The above-mentioned figures are rounded off to two decimal points.

Company initiatives and response to Covid-19 Situation

The COVID-19 pandemic has emerged as a global challenge, creating disruption across the world. The physical and emotional wellbeing of employees continues to be a top priority for the Company, with several initiatives to support employees and theirÂ families during the pandemic. The Company has invested in setting up Covid Care Centers at various project locations and has alsoÂ extended counselling and self-help services providing mental & emotional support to employees.

Financial Performance

At Standalone level, the Revenue from Operations amounted toÂ 'Â 10,11,952.84 Lakhs as againstÂ 'Â 9,00,614.76 Lakhs in theÂ previous year. The Profit before Tax amounted toÂ 'Â 27,973.59Â Lakhs as against Loss before Tax toÂ 'Â 14,894.47 Lakhs inÂ the previous year. The Net Profit for the year amounted toÂ 'Â 22,177.51 Lakhs as against Net Loss amounted toÂ 'Â 8597.36Â Lakhs reported in the previous year.

The Consolidated Revenue from Operations amounted toÂ 'Â 10,64,364.45 Lakhs as againstÂ 'Â 9,56,642.91 Lakhs in theÂ previous year. The Consolidated Profit before Tax amountedÂ to Rs 10,342.24 Lakhs as against Consolidated Loss beforeÂ Tax amounted toÂ 'Â 70,352.56 Lakhs in the previous year. TheÂ Consolidated Net Loss after Tax amounted to ' 139.24 LakhsÂ as against Consolidated Net Loss after Tax amounted toÂ 'Â 54,967.59 Lakhs in previous year.

The performance and financial position of the subsidiary companies are included in the Consolidated FinancialÂ Statements and presented in the Management Discussion andÂ Analysis Report forming part of this Annual Report.

Dividend

Based on the Company's performance, your directors have recommended a dividend ofÂ 'Â 0.10/- (Ten Paise) i.e. 1% per equityÂ share of Face Value ofÂ 'Â 10.00 (Rupees Ten only) each (previousÂ year 0.10/- per equity share i.e. 1% per equity share of Face ValueÂ ofÂ 'Â 10/- each) for the financial year 2022-23 subject to the TDSÂ as may be applicable. The dividend payment is subject to theÂ approval of members at the ensuing Annual General MeetingÂ and will be paid to those members whose names appear in theÂ Company's Register of Members and beneficial owners as perÂ the details to be furnished by National Securities DepositoryÂ Limited (NSDL) and Central Depository Services (India) LimitedÂ (CDSL) as on the date of book closure date and shall be paidÂ within the period of 30 days from the date of declaration at theÂ Annual General Meeting.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. April 1, 2020 and the CompanyÂ is required to deduct tax at source (TDS) from dividend paid toÂ the members at prescribed rates as per the Income-tax Act, 1961.

The Register of Members and Share Transfer Books of the Company shall remain closed from Tuesday, September 12,Â 2023 to Monday, September 18, 2023 (both day Inclusive) forÂ the purpose of ascertainment for eligibility for participation inÂ payment of dividend for the financial year ended March 31, 2023.

According to Regulation 43A of the Listing Regulations, the top 1000 listed entities based on market capitalization,Â calculated as on 31st March of every financial year areÂ required to formulate a Dividend Distribution Policy which

needs to be disclosed on the website of the listed entity and a weblink shall needs to be provided in their Annual Reports.Â The Board has approved and adopted the Dividend DistributionÂ Policy and the same is available on the Company's website atÂ following web linkÂ https://www.dilipbuildcon.com/wps/wcm/Â connect/982dc3b1-0df8-4c49-93fe-7988d2dc5b00/3.+DivÂ idend+Distribution+policy.pdf?MOD=AJPERES&CONVERT_Â TO=url&CACHEID=ROOTWORKSPACE-982dc3b1-0df8-4c49-93fe-7988d2dc5b00-o81yGrN.The dividend pay-out is inÂ accordance with the Company's Dividend Distribution Policy.

Business Operations:

Overview

DBL is a large road construction company with capabilities in roads, bridges, mining excavation, dams, canals, metroÂ rail viaducts, airports, industrial, commercial, and residentialÂ buildings, with a presence in 19 states and 1 union territory inÂ India. As on March 31, 2023, DBL had completed the constructionÂ of 155 projects across 16 states in India, out of which 145 are roadÂ projects with an aggregate length of approximately 21,520.56Â Lane kms. DBL's achievements are attributable to a combinationÂ of factors, including our ability to successfully execute our EPCÂ projects earlier than scheduled. DBL's focus on geographicallyÂ clustering of projects for efficiency and profitability, substantialÂ investment in, and efficient use of construction equipmentÂ bank, and backward integration through in-house production ofÂ structural parts used in projects.

DBL specializes in constructing state and National Highways, city roads, culverts, and bridges. As a result of the naturalÂ growth of road construction business and rising opportunitiesÂ in new business areas, DBL has expanded into irrigation, miningÂ excavation, airports, and metro rail viaduct businesses. DBL'sÂ business comprises: (i) construction business, under which DBLÂ undertake road, irrigation, airport, metro rail viaduct and miningÂ excavation projects on an EPC basis; and (ii) infrastructureÂ maintenance and operations business, under which DBLÂ undertake maintenance and operation of BOT road projects.

As of March 31, 2023, DBL had an order book ofÂ 'Â 25,39,499.14 Lakhs, consisting of 3 road EPC projects, 19 road BOT projects, 3

irrigation projects, 4 mining excavation projects, 3 special bridge projects, 3 tunnel projects, 2 Water Supply projects,4 metro railÂ viaduct projects and 1 airport project.

As of March 31, 2023, DBL owned a modern equipment fleet of 10,340 vehicles and other construction equipment from someÂ of the world's leading suppliers, such as Schwing Stetter IndiaÂ Private Limited, Metso India Private Limited, Wirtgen IndiaÂ Private Limited, GMMCO Limited, Volvo Group India PrivateÂ Limited, Atlas Copco India Limited, Ashok Leyland Limited,Â Sandvik Mining and Construction OY and Casagrande S P A. DBLÂ is one of the largest employers in construction industry in IndiaÂ and employed 26,743 employees as of March 31, 2023.

Construction Business:

Roads & Bridges:

In roads and bridges construction business, DBL mainly design, construct and maintain roads, bridges and highways pursuant to

EPC contracts and BOT contracts awarded. DBL has recognized revenue ofÂ 'Â 7,11,228 Lakhs andÂ 'Â 7,22,309 Lakhs in the financialÂ year 2022-23 and 2021-22 respectively. As of March 31, 2023,Â DBL has completed 145 road and bridge projects in 16 states. AsÂ of March 31, 2023, DBL has a total of 25 ongoing road and bridgeÂ projects in 10 Indian states and order book for these road andÂ bridge projects amounted toÂ 'Â 10,82,553 Lakhs, accounting forÂ 42.63% of total order book.

Mining Projects:

In mining excavation business, DBL undertake overburden removal and excavation at coal mines. DBL diversified into this

business in the financial year 2015-16 to exploit core experience of bulk material handling and high-volume excavation andÂ earthwork and existing equipment, which DBL handled in roadsÂ and bridges construction business. As of March 31, 2023, DBLÂ has completed 4 mining excavation project and has 4 ongoingÂ mining excavation projects. Order book for these miningÂ excavation projects amounted toÂ 'Â 4,49,050 Lakhs, accountingÂ for 17.68% of total order book, as of March 31, 2023. DBL'sÂ revenue from the mining excavation business amounted toÂ 'Â 61,276 Lakhs in the financial year 2021-22 as againstÂ 'Â 61,243Â Lakhs in the financial year 2022-23.

Metro Rail Viaduct & Airports:

DBL diversified into metro rail viaduct business in the financial year 2018-19. DBL undertake the design and construction ofÂ elevated viaducts for metro rail projects. As of March 31, 2023,Â DBL has 2 ongoing metro rail projects in Madhya Pradesh &Â 2 ongoing metro rail projects in Gujarat. Order book for theseÂ metro rail viaduct projects amounted toÂ 'Â 1,47,905 Lakhs,Â accounting for 5.82% of total order book, as of March 31, 2023.

DBL undertake the construction of airport, construct parallel taxi tracks. DBL has completed 1 airport project and has 1 ongoingÂ airport project as on March 31, 2023. Order book for this airport

project amounted to Nil Lakhs, accounting for 0.00% of our total order book, as of March 31, 2023.

DBL recognized revenue ofÂ 'Â 47,864 Lakhs andÂ 'Â 36,302 Lakhs from the Metros & Airport business for the financial years

2022-23 and 2021-22 respectively.

Irrigation:

DBL diversified into this business in the financial Year 2013-14 to explore the opportunities in this area created by the increasedÂ focus of the Central and the State Governments on agriculture. AsÂ of March 31, 2023, DBL has completed 3 EPC irrigation projectsÂ and has 3 ongoing EPC irrigation projects. Order book for theÂ irrigation projects amounted toÂ 'Â 3,58,801 Lakhs, accounting forÂ 14.13% of total order book, as of March 31, 2023. DBL's revenueÂ from the irrigation business has grown significantly by 0.20xÂ fromÂ 'Â 67,289 Lakhs in the financial year 2021-22 toÂ 'Â 80,929Â Lakhs in the financial year 2022-23.

Water Supply:

DBL diversified into Water Supply viaduct business in the financial year 2022-23. DBL undertake the design andÂ construction of elevated viaducts for Water Supply projects. AsÂ of March 31, 2023, DBL has 2 ongoing Water Supply projects inÂ Madhya Pradesh. Order book for these Water Supply viaductÂ projects amounted toÂ 'Â 3,09,729 Lakhs, accounting for 12.20%Â of total order book, as of March 31, 2023.

Tunnel:

DBL diversified into Tunnel viaduct business in the financial year 2022-23. DBL undertake the design and construction ofÂ elevated viaducts for Tunnel projects. As of March 31, 2023, DBLÂ has 1 ongoing Tunnel projects in Rajasthan, 1 ongoing tunnelÂ projects in Uttarakhand & 1 ongoing tunnel projects in HimachalÂ Pradesh. Order book for these tunnel viaduct projects amountedÂ toÂ 'Â 1,91,460 Lakhs, accounting for 7.54% of total order book, asÂ of March 31, 2023.

ROAD INFRASTRUCTURE MAINTENANCE AND TOLL OPERATION BUSINESS:

In road infrastructure maintenance and toll operation business, DBL maintain roads and highways and conduct toll operationsÂ of BOT projects. As of March 31, 2023, DBL had completed 35Â projects to totalling 7356.49 Lane kms. These completed BOTÂ projects include projects undertaken on various public privateÂ partnership models, such as on a (i) hybrid annuity basis -where the GOI shares a portion of the total cost of the projectÂ and the source of revenue is the fixed amount that the relevantÂ government agency pays us for building and maintaining theÂ roads on an annual basis, (ii) purely toll basis - where the onlyÂ source of revenue is the toll chargeable on vehicles using theÂ road, (iii) purely annuity basis - where the only source of revenueÂ is the fixed amount that the relevant government agency paysÂ us for building and maintaining the roads on an annual basis,Â and (iv) toll plus annuity basis - where the source of revenueÂ includes the toll chargeable on vehicles using the road andÂ the fixed amount that the relevant government agency paysÂ us for building and maintaining the roads on an annual basis.Â Due to the annuity component in our operational BOT projects,Â income is assured to the extent of the annuities to be collectedÂ during each financial year under the relevant concessions, thusÂ reducing the risk of income fluctuations resulting from trafficÂ pattern changes.

As of March 31, 2023, DBL has a portfolio of 54 BOT projects, of

which 35 have been completed and the remaining 19 projects are under-construction. The 35 completed BOT projects includeÂ projects undertaken on hybrid annuity basis, toll basis, annuityÂ basis and annuity plus toll basis. The 19 under construction BOTÂ projects are all being undertaken on a hybrid annuity basis.

DBL has divested 24 BOT projects by way of share acquisition cum shareholders agreements entered into with ShremÂ Roadways Private Limited, Shrem Tollway Private Limited andÂ Shrem Infraventure Private Limited (individually the "ShremÂ Entityâ and collectively, the "Shrem Entitiesâ).

DBL has further divested 3 under construction BOT projects undertaken on hybrid annuity basis by entering share purchaseÂ and shareholders agreement with Cube Highways and

Infrastructure III PTE Limited (Cube).

The Company along with its wholly owned subsidiary "DBL Infra Assets Private Limitedâ ("DIAPLâ) have executed a non-bindingÂ term sheet, with ''Shrem lnvlTâ (an infrastructure investmentÂ trust) registered under Indian Trust Act 1882 with Securities andÂ Exchange Board of India) on 21 January 2022, for transferringÂ their investment in equity share capital and promoter'sÂ unsecured loan in respect of 10 subsidiary companies (HybridÂ Annuity Model ("HAMâ) projects).

Divestment to Shrem Entities

As per DBL's strategy and focus on providing EPC services, DBL has taken steps to free up capital invested in the DivestmentÂ Projects for re-deployment elsewhere. DBL has entered intoÂ 24 separate tripartite share acquisition cum shareholders

agreements with Shrem Roadways Private Limited, Shrem Tollway Private Limited and Shrem Infraventure Private Limited,Â as applicable, each dated March 26, 2018 pursuant to whichÂ DBL agreed to transfer its entire equity shareholding in 18 of

the completed BOT project special purpose vehicles (SPVs) and 6 of the under-construction BOT project SPVs to the relevantÂ Shrem Entities (the "Divestment"). The Company had completedÂ the transfer of shares in 24 subsidiary companies in accordanceÂ with the share acquisition cum shareholders agreement (SHA)Â signed in March 2018.

Divestment to Cube

DBL has entered into share purchase and shareholder

agreements with Cube Highways and Infrastructure Pte Limited, dated August 31, 2019 pursuant to which DBL agreed to transferÂ its entire equity shareholding in 5 of the under construction BOTÂ project SPVs (the "Divestment"). The DBL's equity shareholdingÂ will be transferred upon completion of conditions containedÂ in the agreements. However, out of the said 5 subsidiaryÂ companies, the contract in respect of 2 subsidiary companiesÂ has been mutually terminated via termination agreementÂ entered into between the parties.

During the year the Company along with its nominee have transferred its 49% equity stake in its 3 subsidiary companies to

Cube Highways and its nominee. During quarter ended 30 June 2022, the Company along with its nominee had transferredÂ its balance 51% equity stake (in addition to 49% equity stakeÂ transferred on 31 December 2021) in 1 subsidiary company and

had earned profit ofÂ 'Â 1,697.20 lakhs and disclosed as part of 'exceptional item' in the statement of Profit and Loss.

During quarter ended 30 September 2022, the Company along with its nominee have transferred its balance 51% equity stakeÂ (in addition to 49% equity stake transferred on 31 DecemberÂ 2021) in 2 subsidiary companies and has earned profit of

'Â 4,251.42 lakhs and disclosed as part of 'exceptional item' in the statement of Profit and Loss.

The Company had earlier transferred 49% equity stake in 3 other subsidiary companies and had disclosed profit as partÂ of 'exceptional item' in the statement of Profit and Loss in the

relevant quarter.

Divestment to Shrem InvIT

The Company along with its wholly owned subsidiary company "DBL Infra Assets Private Limited" ("DIAPL") have executed aÂ non-binding term sheet, with ''Shrem lnvlT" (an infrastructureÂ investment trust, registered under Indian Trust Act 1882Â with Securities and Exchange Board of India) on 21 JanuaryÂ 2022, for transferring their investment in equity share capitalÂ and promoter's unsecured loan in respect of 10 subsidiaryÂ companies (Hybrid Annuity Model ("HAM") projects) at expectedÂ consideration ofÂ 'Â 2,34,900.00 lakhs. Equity transfer to ShremÂ lnvlT shall be completed in a progressive manner after theÂ completion of the projects, subject to receipt of approvals fromÂ the respective project lenders and National Highways AuthorityÂ of India. The consideration will be received in form of units ofÂ the Invit/cash.

During the quarter ended 31 December 2022 in the books of Dilip Buildcon Limited, the total investment in Equity Share

Capital of DBL Anandapuram Anakapally Highways Private Limited, DBL Bellary Byrapura Highways Private Limited, DBLÂ Sangli Borgaon Highways Limited and DBL Gorhar KhairatundaÂ Highways Private Limited was transferred to Shrem InvITÂ against which 2,07,20,184 Units at a price ofÂ 'Â 101.31 per unitÂ in aggregate value ofÂ 'Â 20,991.62 lakhs and bank transfer ofÂ 'Â 4,615.07 lakhs were received as a consideration towards saleÂ of equity shares and the Promoter's unsecured loans were fullyÂ received in form of bank transfer. The Company has earnedÂ profit ofÂ 'Â 4,668.00 lakhs and disclosed as a part of 'exceptionalÂ item' in the statement of Profit and Loss.

During the quarter ended 31 March 2023 in the books of Dilip Buildcon Limited, the 100% Equity Share Capital of DBL

Byrapura Challakere Highways Private Limited, and 49% stake of investment in DBL Chandrakhole Bhadrak Highways LimitedÂ and the Promoter's unsecured loans ofÂ 'Â 27,443.00 lakhs in

State	No. of Projects	Outstanding order valueÂ (' in Lakhs)	% of outstanding order value
Jharkhand	4	3,59,299	14.15%
Karnataka	7	2,44,754	9.64%
Madhya Pradesh	6	5,98,005	23.55%
Maharashtra	0	0	0.00%
Odisha	2	1,69,969	6.69%
Rajasthan	2	70,740	2.79%
Telangana	2	1,37,431	5.41%
Tamilnadu & Puduchery	2	54,851	2.16%
Uttar Pradesh	1	27,078	1.07%
Uttarakhand	1	83,404	3.28%
Himachal Pradesh	1	48,616	1.91%
Total	42	25,39,499	100.0%

Awards

Your directors are pleased to inform that your Company has received various awards and recognitions. For more details,Â kindly refer 'Awards & Recognitions' section of this AnnualÂ report.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under

review as stipulated under the SEBI (LODR) Regulations, 2015 form part of this Annual Report.

Particulars of loans, guarantees, security and Investment

As per Companies Amendment Act, 2017, Section 186(11) of the Companies Act, 2013, except Section 186(1), nothing containedÂ in section 186 of the Companies Act, 2013 shall apply to any

loan made, any guarantee given, or any security provided or any investment made by a Company engaged in the businessÂ of providing infrastructural facilities. Since the Company is anÂ Infrastructure Company, the provisions of section 186 are notÂ applicable to the Company except sub-section 1 of section 186Â of the Companies Act, 2013.

However, the details of loans, guarantees and investments as required by the provisions of Section 186 of the CompaniesÂ Act, 2013 and the rules made thereunder are set out in theÂ Notes to the Standalone Financial Statements of the Company.Â (Please refer to Note No. 3, 4 and 47 to the Standalone FinancialÂ Statements.

Consolidated Financial Statements

The Audited Consolidated Financial Statements for the Financial Year ended March 31, 2023, based on the financial statementsÂ received from Subsidiaries as approved by their respectiveÂ Board of Directors, have been prepared in accordance withÂ relevant Indian Accounting Standards/IND As issued by theÂ Institute of Chartered Accountants of India and forms an integralÂ part of this Annual Report.

Debentures of the Company

(i) Your Company has issued and allotted 6000 nonconvertible debentures on December 28, 2017 on a private placement basis, in the form of senior, secured,Â unlisted, rated, redeemable, rupee denominated,Â having face value ofÂ 'Â 10,00,000/- (Rupees Ten LakhsÂ only) each, issued at par aggregating toÂ 'Â 600.00Â Crores (Rupees Six Hundred Crores only) bearingÂ a coupon rate of 8.90% p.a. payable semi-annuallyÂ every year.

The said debentures on private placement basis have been issued in 13 series for door-to-door tenure ofÂ 5 years with moratorium of 2 years. The CompanyÂ has appointed Axis Trustee Services Limited as theÂ debenture trustee for the benefit of the debentureÂ holders. The Company has redeemed 4500 NCDsÂ having face value ofÂ 'Â 10,00,000/- (Rupees Ten LakhsÂ only) each at par aggregating ofÂ 'Â 450,00,00,000/-(Rupees Four Hundred Fifty Crores only) till March 31,Â 2022 and thereafter, your Company has redeemedÂ the remaining 1500 NCD shaving face value ofÂ 'Â 10,00,000/- (Rupees Ten Lakhs only) each at parÂ aggregating ofÂ 'Â 150,00,00,000/- (Rupees OneÂ Hundred Fifty Crores only).

Â	The details of redemption of debentures are as under: ('Â in Crores)
S. No	Date of Redemption	No. of redeemed debenturesÂ (in Qty.)	Amount
1	28-06-2022	500	50.00
2	28-09-2022	500	50.00
3	28-12-2022	500	50.00
Â	Total	1500	150.00

Bangalore Nidagatta Highways Private Limited and DBL Rewa Siddhi Highways Private Limited was transferred to Shrem InvITÂ against which 3,06,01,710 cumulative Units at a price ofÂ 'Â 104.70Â per unit in aggregate value ofÂ 'Â 32,039.99 lakhs and bankÂ transfer ofÂ 'Â 2,482.07 lakhs were received as a considerationÂ towards sale of equity shares. The Company has earned profitÂ ofÂ 'Â 2,015.05 lakhs and disclosed as a part of 'exceptional item'Â in the statement of Profit and Loss.

During the quarter ended 31 December 2022, in the books of DBL Infra Assets Private Limited, the total investment in EquityÂ Share Capital of DBL Bellary Byrapura Highways PrivateÂ Limited and DBL GorharKhairatunda Highways Private LimitedÂ was transferred to Shrem InvIT against which 48,28,702 Units atÂ a price ofÂ 'Â 101.31 per unit in aggregate value ofÂ 'Â 4,891.96 LakhsÂ were received as a consideration towards sale of equity sharesÂ and the Promoter's unsecured loans were fully received fromÂ respective companies by way of bank transfer. The CompanyÂ has earned profit ofÂ 'Â 407.48 lakhs and disclosed as a part ofÂ 'exceptional item' in the statement of Profit and Loss.

During the quarter ended 31 March 2023, in the books of DBL

Infra Assets Private Limited, the total investment in Equity Share Capital of DBL Bangalore Nidagatta Highways Pvt Ltd and DBLÂ Byrapura Challakere Highways Pvt Ltd and 49% equity shareÂ capital of DBL Rewa Sidhi Highways Pvt Ltd was transferredÂ to Shrem InvIT against which 2,75,72,440 cumulative units atÂ a price ofÂ 'Â 104.70 were received as a consideration towardsÂ sale of equity shares and the Promoter's unsecured loans ofÂ 'Â 11,654.06 lakhs in these companies were fully received fromÂ respective companies in the form of bank transfer. The CompanyÂ has earned profit ofÂ 'Â 3180.46 lakhs and disclosed as a part ofÂ 'exceptional item' in the statement of Profit and Loss for theÂ quarter ended 31 March 2023.

During the quarter ended 31 March 2023, the Company have transferred part equity stake in respect of existing 4 subsidiaryÂ companies to DBL Infra Assets Private Limited. The CompanyÂ has earned profit ofÂ 'Â 216.38 Lakhs on all these transactionsÂ and disclosed as a part of 'exceptional item' in the statement ofÂ Profit and Loss.

Our Order Book:Our total order book wasÂ 'Â 25,39,499 Lakhs as of March 31, 2023.

The following table sets forth the breakdown of our order book as of March 31, 2023 by geographical areas :

State	No. of Projects	Outstanding order valueÂ (' in Lakhs)	% of outstanding order value
Andhra Pradesh	4	2,21,044	8.70%
Bihar	1	25,046	0.99%
Chhattisgarh	3	85,996	3.39%
Goa	1	1,744	0.07%
Gujarat	5	4,11,522	16.20%

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statementÂ containing salient features of the financial statements ofÂ Subsidiaries Companies is given in Form AOC-1 and forms anÂ integral part of this Annual Report.

Corporate Governance Report

The Corporate Governance Report pursuant to the SEBI (LODR) Regulations, 2015 as applicable for the year under review, formsÂ part of this Annual Report.

Change in the nature of business, if any

During the year under review, there is no change in the nature of business of the Company.

SHARE CAPITAL AND NON-CONVERTIBLE DEBENTURES

(a) Â Â Â Change in the capital structure of the Company.

During the period under review, there is no change in the capital structure of the Company. The paid-up equityÂ Share capital of the Company stands atÂ 'Â 1,46,21,49,710/-(One Hundred Forty -Six Crores Twenty- One Lakhs FortyÂ -Nine Thousand Seven Hundred Ten Only) divided intoÂ 146214971 (Fourteen Crores Sixty-Two Lakhs FourteenÂ Thousand Nine Hundred Seventy-one only) Equity SharesÂ of face value ofÂ 'Â 10/- each.

Further, during the period under review, there has been no change in the Authorized Share Capital of the Company

which stand atÂ 'Â 1,80,00,00,000/- (Rupees One Hundred Eighty Crores only) divided into 180000000 (EighteenÂ Crores) equity shares ofÂ 'Â 10/- (Rupees Ten only) each.

(b) Â Â Â Status of Shares in D-mat Form

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31,Â 2023, the Company has 146214971 paid up equity shares.

The details of the dematerialised and physical shares are as under:

Sr. No.	Capital Details	No. of shares	% of Total issued Capital
1	Held in dematerialised form in CDSL	17453 9 20	11.94
2	Held in dematerialised form in NSDL.	128760951	88.06
3.	Physical	100	0.00
Â	Total	146214971	100.00

As on the date of the report, your Company has redeemed the entire 6000 non-convertible debentures of this issue.

(ii) Your Company has issued and allotted 1000 senior,

secured, listed, rated, redeemable non-convertible debentures (NCDs) on May 29, 2020 in dematerializedÂ form on a private placement basis, having face valueÂ ofÂ 'Â 10,00,000/- (Rupees Ten Lakhs only) each atÂ par aggregating toÂ 'Â 1,00,00,00,000/- (Rupees OneÂ Hundred Crores only) bearing a coupon rate of 8.75%Â p.a. annualized. The said debentures have been issuedÂ for maximum tenure of 3 years (36 Months). TheÂ Company has appointed PNB Investment ServicesÂ Limited as the debenture trustee for the benefit of theÂ debenture holders and up to the date of this reportÂ your Company has redeemed entire debentures ofÂ this issue.

Sr. No	Name of Companies	No. of shares held by DBLÂ (Non-votingÂ rights)	% of shares held by DBL
1	DBL Nadiad Modasa TollwaysÂ Limited	1,00,67,973	26 %
2	DBL Mundargi HarapanahalliÂ Tollways Limited	37,124	26 %
3	DBL Hassan PeriyapatnaÂ Tollways Limited	30,647	26 %
4	DBL Hirekerur RanibennurÂ Tollways Limited	42,104	26 %

The details of redemption for the period from April 01, 2022 to the date of this report are as under:

('Â in Crores)
S. No	Date of Redemption	No. of redeemed debenturesÂ (in Qty.)	Amount
1	29-11-2022	500	50.00
2	29-05-2023	500	50.00
Â	Total	1000	100.00

As on the date of the report, your Company has completed the redemption of 1000 senior, secured, listed, rated,Â redeemable non-convertible debentures having face value ofÂ 'Â 10,00,000/- (Rupees Ten Lakhs only) each at par aggregating toÂ 'Â 100,00,00,000/- (Rupees One Hundred Crores only).

(i) Â Â Â Your Company has issued and allotted 2000 senior,Â secured, listed, rated, redeemable non-convertibleÂ debentures (NCDs) on June 29, 2020 in dematerializedÂ form on a private placement basis, having face valueÂ ofÂ 'Â 10,00,000/- (Rupees Ten Lakhs only) each at parÂ aggregating toÂ 'Â 2,00,00,00,000/- (Rupees Two HundredÂ Crores only) bearing a coupon rate of 8.67% p.a. inÂ dematerialized form on a private placement basis. TheÂ said debentures have been issued for maximum tenureÂ of 3 years (36 Months). The Company has appointed PNBÂ Investment Services Limited as the debenture trustee forÂ the benefit of the debenture holders. Till March 31, 2022,Â the Company has redeemed 900 NCDs having face valueÂ ofÂ 'Â 10,00,000/- (Rupees Ten Lakhs only) each at parÂ aggregating toÂ 'Â 90,00,00,000/- (Rupees Ninety CroresÂ only) and up to the date of this report your Company hasÂ redeemed entire debentures of this issue.

(ii) Â Â Â Details of the redemption as on date of the report are asÂ under:

('Â in Crores)
S. NO	Date of Redemption	No. of RedeemedÂ Debentures	Amount
1	29-07-2022	300	30.00
2	29-01-2023	300	30.00
3	29-06-2023	500	50.00
Â	Total	1100	110.00

As on the date of the report, your Company has completed the redemption of 2000 senior, secured, listed, rated,Â redeemable non-convertible debentures having face value ofÂ 'Â 10,00,000/- (Rupees Ten Lakhs only) each at par aggregating toÂ 'Â 200,00,00,000/- (Rupees Two Hundred Crores only).

Further as per SEBI circular No. SEBI/HO/MIRSD/CRADT/ CIR/P/2020/207 dated October 22, 2020, your Company hasÂ given the Bank Guarantee ofÂ 'Â 6,45,000/- (Rupees Six LakhsÂ Forty-Five Thousand only) in favour of BSE Limited for RecoveryÂ Expense Fund.

General Disclosures

During the year under review, the Company has not entered into any transactions which covered under the following provisionsÂ and no disclosure or reporting is required.

1. Â Â Â Details relating to deposits covered under Chapter V of theÂ Act and rules made there under.

2. Â Â Â As per rule 4(4) of the Companies (Share Capital andÂ Debentures) Rules, 2014, the Company has not issuedÂ equity shares with differential rights as to dividend, votingÂ or otherwise.

3. Â Â Â As per rule 8(13) of the Companies (Share Capital and

Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of theÂ Company under any scheme.

4. Â Â Â As per rule 12(9) of the Companies (Share Capital andÂ Debentures) Rules, 2014, the Company has not issuedÂ equity shares under the scheme of employee stock option.

5. Â Â Â As per rule 16(4) of the Companies (Share Capital andÂ Debentures) Rules, 2014, there are no voting rightsÂ exercised directly or indirectly by the employees in respectÂ of shares held by them. The Company does not have anyÂ scheme of provision of money for the purchase of its ownÂ shares by employees or by trustees for the benefit ofÂ employees.

6. Â Â Â None of the Managing Directors of the Company

receive any remuneration or commission from any of its subsidiaries.

7. Â Â Â No significant or material orders were passed by theÂ Regulators or Courts or Tribunals which impact theÂ Company's going concern status and operations in future.

8. Â Â Â No fraud has been reported by the Auditors to the AuditÂ Committee or the Board.

9. Â Â Â There is no amount of unpaid/unclaimed dividend andÂ shares which are required to be transferred in IEPFÂ (Investor Education and Protection Fund) as per theÂ provisions of the Companies Act, 2013.

10. Â Â Â There is no Corporate Insolvency Resolution ProcessÂ initiated by and against the Company under the InsolvencyÂ and Bankruptcy Code, 2016 (IBC).

11. Â Â Â There is no one time settlement of loans taken from banksÂ and financial Institution.

12. Â Â Â The details with respect to unpaid dividend for the financialÂ year 2016-17, 2017-18, 2018-19, 2019-20, 2020-21 andÂ 2021-22 can be accessed atÂ https://www.dilipbuildcon.Â com/wps/portal/dbl/investors/shareholders-centre

RESERVES

As per Rule 18(7) of the Companies (Share Capital and

Debentures) Rules, 2014, the Company is required to create a Debenture Redemption Reserve for the purpose of redemptionÂ of debentures at the minimum rate of 25% of the value of theÂ outstanding debentures. The value of outstanding debentureÂ being Rs 100.00 Crores at year ending March 31, 2023, theÂ debenture redemption reserve ofÂ 'Â 150 crores had been createdÂ and the equivalent amount had been transferred from 'RetainedÂ Earnings' to 'Debenture Redemption Reserve.'

SHARES OF THE COMPANIES TRANSFERRED TO SHREM GROUP

The Company has signed an indicative term sheet with Chhatwal Group Trust or its Affiliates (SHREM) on August 24, 2017, with

respect to divestment of its entire stake in your 24 SPV's. The Share acquisition cum shareholder agreements in respect ofÂ these 24 SPV's was entered into on March 26, 2018. Further, theÂ company is holding shares in the below said companies underÂ class B category having non -voting rights. The details of theÂ same are as under:

SHARES OF THE SUBSIDIARY COMPANIES TRANSFERRED TO SHREM INVIT

The Company along with its wholly owned subsidiary "DBL Infra Assets Private Limited "("DIAPL") have executed a non-bindingÂ Term Sheet, with "Shrem lnvlT "(an infrastructure investmentÂ trust, registered under Indian Trust Act 1882 with Securities andÂ Exchange Board of India) on 21 January 2022, for transferringÂ their investment in Equity Share Capital and Promoter'sÂ Unsecured Loan in respect of ten subsidiaries (Hybrid AnnuityÂ Model ("HAMâ) projects for proposed consideration ofÂ 'Â 234900Â lakhs. Equity transfer to Shrem lnvlT shall be completed in aÂ progressive manner after the completion of the projects, subjectÂ to receipt of approvals from the respective project lendersÂ and NHAI. The consideration for the transfer of shares will beÂ received in form of Units of the Invit/cash.

The details of the shareholding transferred to Shrem lnvlT are as under:

S. No	Name of the Company	No. of Paid-up Shares	No. of shares Transferred toÂ Shrem InVITÂ along with itsÂ nominees	No. of shares held by DBL	% of shares held by DBL	Status of the Company as on 31.03.2023
1	DBL Bellary Byrapura Highways Pvt. Ltd.	750564	750564	-	-	No more associated with the Company
2	DBL Gorhar Khairatunda Highways Private Limited	708149	708149	-	-	No more associated with the Company
3	DBL Anandapuram Anakapalli Highways Pvt. Ltd.	399800	399800	-	-	No more associated with the Company
4	DBL Sangli Borgaon Highways Limited	160923	160923	-	-	No more associated with the Company
5	DBL Chandikhole Bhadrak Highways Limited	395331	193712	201619	51 %	Subsidiary
6	DBL Byrapura Challakere Highways Private Limited	730062	730062	-	-	No more associated with the Company

(a) Subsidiary Companies

During the year under review, the following new SPV Companies has been incorporated as wholly ownedÂ subsidiary of the Company. Details of the same are asÂ under:

S. No	Name of Subsidiary	Date of Incorporation	Status
1	Maradgi S Andola-BaswantpurÂ Highways Limited	27.12.2022	Wholly owned subsidiary
2	Karimnagar-Warangal Highways Limited	29.12.2022	Wholly owned subsidiary
3	Urga-Pathalgaon Highways Limited	29.12.2022	Wholly owned subsidiary
4	Mehgama-Hansdiha Highways Limited	29.12.2022	Wholly owned subsidiary

The Policy for determining material subsidiary company as approved, can be accessed on the Company'sÂ website and at the weblink isÂ https://www.diLipbuiLdcon.Â com/wps/wcm/connect/84c8f6b5-a7cc-4418-b705-ddb816eb4d04/10. + Policy + for+Determining + MateÂ rial + Subsidiaries.pdf?MOD=AJPERES&CONVERT_Â TO=url&CACHEID=ROOTWORKSPACE-84c8f6b5-a7cc-4418-b705-ddb816eb4d04-o8l9iA

As per Regulation 16(1)(c) and Regulation 24 of SEBI (LODR)

Regulations, 2015, your Company does not have any material subsidiary.

SHARES OF THE SUBSIDIARY COMPANIES TRANSFERRED TO DBL INFRA ASSETS PRIVATE LIMITED

DBL Infra Assets Private Limited is the whoLLy owned subsidiary of DiLip Buitdcon Limited. The status of the shareholding transferred during the year as are as under:

S. No	Name of the Company	Beginning of the yearÂ no. sharesÂ held of theÂ Company		During the year sharesÂ allottedÂ to theÂ Company	During the year sharesÂ transferredÂ to DIAPL	End of the year no.Â of sharesÂ held by theÂ Company	% of shares held by theÂ Company		Status of theÂ CompanyÂ as on MarchÂ 31, 2023
1	Narenpur Purnea Highways Private Limited.	74830		34400	12490	9 6740	51.00		Subsidiary
2	Repallewada Highways Limited	92146		225860	110671	207335*	51.00		Subsidiary
3	Pathrapali-Kathghora Highways Private Limited	79708		39567	14078	105197	51.00		Subsidiary
4	Dodaballapur Hoskote Highways Private Limited	94086		70797	26888	137995	51.00		Subsidiary
* inclusive of 50 nominee shareholders. SHARES OF THE SUBSIDIARY COMPANIES TRANSFERRED TO CUBE HIGHWAYS AND INFRASTRUCTURE III PTE LIMITED(CUBE)
S. No	Name of the Company		Shares Transferred during theÂ year to Cube		No. of shares held by DBL	% of shares held by DBL		Status of the Company as onÂ March 31, 2023
1	DBL Mangloor Highways Private Limited		182316		0	0		No more associated.
2	DBL Borgaon Watambare Highways Private Limited		115238		0	0		No more associated
3	DBL Mangalwedha Solapur Highways Private Limited		97856		0	0		No more associated

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTSÂ RELATES AND THE DATE OF THE REPORT

During the year under review and as on the date of report, there is no material change and commitments made which affect the financial position of the Company.

Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules,Â 2014, the Board is of the opinion that the Company has sound Internal Financial Control commensurate with the nature and sizeÂ of its business operations and operating effectively and no material weakness exists. The Company has a process in place toÂ continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of suchÂ gaps would have a material effect on the Company's operations. This process includes the design, implementation and maintenanceÂ of adequate Internal Financial Control that were operating effectively for ensuring the orderly and efficient conduct of its business,Â including adherence to company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, accuracyÂ and completeness of the accounting records, and timely preparation of reliable financial information, as required under the Act.

During the period under review, the Company has appointed independent audit firm as Internal Auditors to observe theÂ InternaL ControL system.

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil MechanismÂ Policy, Policy to determine Material Subsidiaries, GroupÂ Governance PoLicy and such other procedures for ensuring theÂ orderLy and efficient conduct of its business for safeguarding ofÂ its assets, the prevention and detection of frauds and errors, theÂ accuracy and compLeteness of the accounting records, and theÂ timely preparation of reliable financial information.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internaL controL systemÂ and suggests improvements to strengthen the same. TheÂ Company has robust management information system, which isÂ an integral part of the control mechanism.

The Company has the SAP HANA-ERP which gives us the integrated business operations pLatform covering aLL businessÂ functions & departments to execute our projects and providesÂ strong checks & controls in all business functions. ThisÂ automated & zero error ERP has resuLted into accuracy &Â efficiency which provides strong internal financial controlÂ system. The company has Internal Financial Control PolicyÂ and it can be accessed atÂ https://www.dilipbuildcon.com/wps/Â wcm/connect/3eae83b3-55e1-4731-8281-bae21684d325/3.Â Internal+Finanaal+Control+Policy.pdf?MOD=AJPERES&CONVERT_Â TO=url&CACHEID=ROOTWORKSPACE-3eae83b3-55e1-4731-8281-bae21684d325-oCmTxqq

During the year, the details of investments made and the performance of the subsidiary companies are as under:

(b) During the year under review, shares subscribed/acquired/transferred are as underÂ :
S. No.	Name of the Company	Type of shares	Opening Balance ofÂ shares held byÂ DBL	No. of Shares allotted/Â acquired duringÂ the year by DBL	No. of shares transfer by DBL	Closing balance of shares heldÂ by DBL
1	*Bangalore Malur Highways Limited	Equity	1,72,600	2,29,898	-	4,02,498
2	*Malur Bangarpet Highways Limited	Equity	1,63,976	1,98,654	-	3,62,630
3	*DBL Viluppuram Highways Limited	Equity	1,00,000	31,207	-	1,31,207
4	*Raipur-Visakhapatnam-Cg-2 Highways Limited	Equity	1,00,000	2,37,377	-	3,37,377
5	*Mehgama-Hansdiha Highways Limited	Equity	-	1,00,000	-	1,00,000
6	*Karimnagar-Warangal Highways Limited	Equity	-	1,00,000	-	1,00,000

S. No.	Name of the Company	Type of shares	Opening Balance ofÂ shares held byÂ DBL	No. of Shares allotted/Â acquired duringÂ the year by DBL	No. of shares transfer by DBL	Closing balance of shares heldÂ by DBL
7	*NarenpurPurneaHighways Limited	Equity	74830	34400	12490	9 6740
8	#Repallewada Highways Limited	Equity	92146	225860	110671	207335
9	#Dhrol Bhadra Highways Limited	Equity	*115167	29489	-	144656
10	DBL Poondiyakuppam Highways Limited -	Equity	100000*	32458	-	132458
11	Maradgi S Andola -Baswantpur HighwaysÂ Limited-	Equity	Â	1,00,000	Â	1,00,000
12	"Siarmal Coal Mines Private Limited	Equity	10,000	350000	-	360000
13	Dodaballapur Hoskote Highways Limited	Equity	94086	70797	26888	137995
14	Pathrapali-Kathghora Highways Private Limited	Equity	79708	39567	14078	105197
15	*Urga-Pathalgaon Highways Limited	Equity	100000	-	-	100000

inclusive of 60 nominee shares .

#IncLusive of 50 nominee shares .

"Inclusive of 20 nominee shares .

(c ) Statement of the Subsidiaries & Associates

As on March 31, 2023, as per the shareholding in other companies,your Company has 32 (Thirty- Two) Indian Subsidiary Companies. Out of 32 subsidiary companies, (3) three subsidiary companies namely DBL Chandikhole Bhadrak Highways

Limited, DBL Bangalore Nidagatta Highways Private Limited and DBL Rewa Sidhi Highways Private Limited were not consolidated as the company does not have right in future cash flows no benefit will accrue to the Company.

Except one company i.e. DBL Infra Assets Private Limited, whose NCDs (High Value Debt) are listed under the provisions of SEBI (LODR) Regulation, 2015, all other aforesaid Companies are unlisted companies,. There has been no change in the natureÂ of business activities of any of the subsidiaries except specified separately.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statements of the Company and all its Subsidiaries, is forming part of the Annual Report. As per the provisions of Section 129 of theÂ Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salientÂ features of the financial statements of the Subsidiary is prepared in Form AOC-1 and the same is annexed to this Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Board Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company at the followingÂ weblinkÂ https://www.dilipbuildcon.com/wps/portal/dbl/investors/reports.

Further, as per fourth proviso of the said section, Audited Financial Statements of each of the Subsidiary/Associate company(ies) have also been placed on the website of the Company at the following web linkÂ https://www.dilipbuildcon.com/wps/portal/Â dbl/investors/reports.Shareholders interested in obtaining a copy of the Audited Financial Statements of the Subsidiary (ies)Â may write to the Company Secretary of the Company.

(d) Performance and financial position of each of theÂ subsidiaries/Associates included in the consolidatedÂ financial statement

Details of Wholly Owned Subsidiaries(i) Â Â Â DBL INFRADEVELOPERS PRIVATE LIMITED (DIPL)

DIPL was incorporated on October 20, 2020 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462 016, Madhya Pradesh. DIPL isÂ involved in the business for "Carrying out the infrastructureÂ related works." DIPL is wholly owned subsidiary of theÂ Company.

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax of ' 0.85 Lakhs.

(ii) Â Â Â DBL POONDIYANKUPPAM HIGHWAYS LIMITED (DPHL)

DPHL was incorporated on March 26, 2021 under the Companies Act, 2013, having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti,Kolar Road, Bhopal462016, Madhya Pradesh. DPHLÂ is involved in the business of "4 Laning of PuducherryÂ Poondiyankuppam Section of NH-45A (New NH 32)Â from km 29.000 to km 67.000 (Design Chainage) underÂ Bharatmala Pariyojna Phase I (Residual NHDP-IV works)Â on HAM in the state of Tamil Nadu and Union TerritoryÂ of Puducherry. DPHL is wholly owned subsidiary of theÂ Company.

During the period under review, the Company has achieved revenue from operations of ' 36711.65 Lakhs and hasÂ incurred Net Loss after Tax of ' 2549.65 Lakhs

(iii) Â Â Â DBL-SIARMAL COAL MINES PRIVATE LIMITED (DSCMPL)

DSCMPL was incorporated on April 19, 2021 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh. DSCMPL isÂ involved in the business of "Mine Developer cum OperatorÂ for Development and Operation of Siarmal Open CastÂ Project in Sundergarh district of Odisha". DSCMPL is whollyÂ owned subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 740.40 Lakhs and has

incurred Net Loss after Tax of ' 254.64 Lakhs.

(iv) Â Â Â BANGALORE MALUR HIGHWAYS LIMITED (BMHL)

Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. BMHL isÂ involved in the business of "4 Laning from km 0.000 toÂ km 26.400 (along with 0.700km approach towards NHÂ 207 with interchange on NH4 at start point) of BangaloreÂ to Malur Section of Bangalore Chennai Expressway onÂ Hybrid Annuity Mode under Bharatmala Pariyojna, in theÂ state of Karnataka (Phase-I Package-I)". Bangalore MalurÂ Highways Limited has been converted from Private toÂ Public and has received the conversion certificate fromÂ Registrar of Companies, Gwalior on March 24, 2022. BMHLÂ is wholly owned subsidiary of the Company.

During the period under review, BMHL has achieved total revenue from operation of ' 31081.94 Lakhs and incurredÂ Net Loss after Tax of ' 2501.00 Lakhs.

(v) Â Â Â MALUR BANGARPET HIGHWAYS LIMITED (MBHL)

MBHL was incorporated on March 23, 2021 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh. MBHL isÂ involved in the business of "4 Lane Expressway from kmÂ 26.400 to km 53.500 of Malur to Bangarpet Section ofÂ Bangalore Chennai Expressway on Hybrid Annuity ModeÂ under Bharatmala Pariyojna in the state of KarnatakaÂ (Phase-I Package-II)".Â Â Â Â Malur Bangarpet Highways

Limited has been converted from Private to Public and has received the conversion certificate from Registrar ofÂ Companies, Gwalior on March 24, 2022. MBHL is whollyÂ owned subsidiary of the Company.

During the period under review, MBHL has achieved total revenue from operation of ' 34056.39 Lakhs and incurredÂ Net Loss after Tax of ' 2686.66 Lakhs.

(vi) Â Â Â DBL VILUPPURAM HIGHWAYS LIMITED (DVHL)

DVHL was incorporated on April 01, 2021 under the Companies Act, 2013 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh.Â DVHL is involved in the business of "4 Laning of ViluppuramÂ Puducherry Section of NH-45A (New NH 332) from kmÂ 0.000 to km 29.000 (Design Chainage) under BharatmalaÂ Pariyojna Phase I (Residual NHDP- IV works) on HAM inÂ the state of Tamil Nadu and Union Territory of Puducherry".Â DBL Viluppuram Highways Limited has been convertedÂ from Private to Public and has received the conversionÂ certificate from Registrar of Companies, Gwalior onÂ March 24, 2022. DVHL is wholly owned subsidiary of theÂ Company.

During the period under review, DVHL has achieved total revenue from operation of ' 37660.47 Lakhs and incurredÂ Net Loss after Tax of ' 2238.97 Lakhs.

(vii) Â Â Â SANNUR BIKARNAKETTE HIGHWAYS LIMITED (SBHL)

SBHL was incorporated on April 22, 2021 under the Companies Act, 2013 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh.Â SBHL is involved in the business of "Four Laning of SannurÂ to Bikarnakette Section from Existing Km 698.850 (DesignÂ Km 691+350) to Existing Km 744.190 (Design Km 736+362)Â of NH- 169 under Bharathmala Pariyojana on HybridÂ Annuity Mode in the State of Karnataka (Package III). SBHLÂ is wholly owned subsidiary of the Company.

During the period under review, SBHL has achieved total revenue from operation ofÂ 'Â 18773.76 Lakhs and incurredÂ Net Loss after Tax ofÂ 'Â 669.51 Lakhs.

(viii) Â Â Â JALPA DEVI ENGINEERING PRIVATE LIMITED (JDEPL)

JDEPL is a Private Limited Company incorporated on March 9, 2017 as wholly owned subsidiary of Dilip BuildconÂ Limited to carry on the business of manufacturing,Â producing, casting, recycling, upcycling, assembling,Â reconstructing, engineering and other related activities ofÂ all kinds of machineries, equipment, tools etc.

During the period under review, the Company has achieved revenue from operations ofÂ 'Â 7462.45 Lakhs and hasÂ earned Net Profit after Tax ofÂ 'Â 250.85 Lakhs.

(ix) Â Â Â DEEVIN SEISMIC SYSTEMS PRIVATE LIMITED (DSSPL)

DSSPL is a Private Limited Company incorporated on May 8, 2008 to carry on the business as technicalÂ consultants, engineers, architect, planners, surveyors, andÂ alignment surveys for railway lines, transmission lines,Â canals, water topographical survey and marking of routes,Â Highways, Bridges, Airports, Water resources, CadastralÂ Survey, Seismic Survey, Structural design, Construction,Â supervision and feasibility studies, detailed engineeringÂ and design traffic studies including volume count, ODÂ survey and axial load surveys calculation of growth ratesÂ for various modes of traffic and traffic projections, Geotechnical investigations, material testing, Economic andÂ financial analysis for project evaluation, preliminary design,Â detailed specification of work and rehabilitation, detailedÂ Project Reports and environmental studies and also actÂ as design Engineers for various types of projects includingÂ Bridges and Buildings and carry on construction, repairsÂ and rehabilitation of Bridges and buildings, designingÂ Expansion joints and bearings for bridges and. buildings,Â deal in Rebar coupler, construction machineries, buildingÂ materials and construction Chemicals. DBL has acquiredÂ "DSSPL" on January 03, 2020 and the said company is theÂ wholly owned subsidiary of the Company.

The Company has achieved revenue from operations ofÂ 'Â 7560.48 Lakhs and has incurred Net Profit after Tax ofÂ 'Â 156.48 Lakhs.

(x) Â Â Â BHOPAL REDEVELOPMENT REALTY PRIVATE LIMITEDÂ (BRRPL)

BRRPL was incorporated on January 20, 2021 under the Companies Act, 2013 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462 016, Madhya Pradesh,Â as wholly owned subsidiary of Dilip Buildcon Limited.Â BRRPL is involved in the business of "RedevelopmentÂ and Redensification of Government Housing under RamÂ Nagar-Pari Bazaar-Bara Mahal Scheme, Bhopal, M.P.,Â being developed by the Bhopal Development Authority."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net ProfitÂ after Tax ofÂ 'Â 1.10 Lakhs.

(xi) Â Â Â DBL INFRA ASSETS PRIVATE LIMITED (DIAPL)

DIAPL was Incorporated on May 31, 2010. The object of the Companyis to carry out the infrastructure related work.Â DIAPL is a wholly owned subsidiary of the Company.

DIAPL has 7 Associate Companies i.e. DBL Nidagatta Mysore Highways Private Limited, Pathrapali-KathghoraÂ Highways Private Limited, Dodaballapur HoskoteÂ Highways Private Limited, Repallewada Highways Limited,Â Narenpur Purnea Highways Private Limited, Dhrol BhadraÂ Highways Limited and DBL Rewa Sidhi Highways PrivateÂ Limited.

During the period under review, the Company has achieved revenue from operations ofÂ 'Â 1064.08 Lakhs and hasÂ incurred Net lossafter Tax ofÂ 'Â 6059.46 Lakhs.

(xii) Â Â Â BHAVYA INFRA & SYSTEMS PRIVATE LIMITED (BISPL)

BISPL is a Private Limited Company engaged in the business of providing jobs and all other engineering jobÂ work. BISPL is a wholly owned subsidiary of Dilip BuildconÂ Limited.

During the period under review, the Company has achieved revenue from operations ofÂ 'Â 200.69 Lakhs and earnedÂ Net Profit after Tax ofÂ 'Â 12.15 Lakhs.

(xiii) Â Â Â DBL TRANSMISSION PRIVATE LIMITED (DTPL)

DTPL was incorporated on September 15, 2020 under the Companies Act, 2013 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna

Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DTPL is involved in the business "To carry in India orÂ abroad the business of transmission, distribution, supplyÂ of power, electricity and other source of energy whetherÂ conventional or non-conventional." DTPL is the whollyÂ owned subsidiary of the Company.

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax ofÂ 'Â 0.50 Lakhs.

(xiv) Â Â Â DBL INFRAVENTURES PRIVATE LIMITED (DIVPL)

DIVPL was incorporated on July 02, 2021 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh. DIVPL isÂ involved in the business to carry out the infrastructureÂ related works. DIVPL is the wholly owned subsidiary of theÂ Company.

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax ofÂ 'Â 0.71 Lakhs.

(xv) Â Â Â DBL INFRATECH PRIVATE LIMITED (DITPL)

DITPL was incorporated on July 08, 2021 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh. DITPL isÂ involved in the business "to carry out the infrastructureÂ related works." DITPL is the wholly owned subsidiary ofÂ the Company.

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax ofÂ 'Â 3402.16 Lakhs.

(xvi) Â Â Â BANGARUPALEM GUDIPALA HIGHWAYS LIMITEDÂ (BGHL)

BGHL was incorporated on September 28, 2021 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh. BGHL isÂ involved in the business "Four lane Bangalore- ChennaiÂ Expressway from Km 127.000 (Bangarupalem) to KmÂ 156.000 (Gudipala) Section in the state of Andra PradeshÂ under Bharatmala on Hybrid Annuity Mode (Phase- II/Â Package III)." BGHL is the wholly owned subsidiary of theÂ Company.

During the period under review, the Company has achieved revenue from operations ofÂ 'Â 17571.51 and has incurred NetÂ Loss after Tax ofÂ 'Â 631.61 Lakhs.

(xvii) RAIPUR-VISAKHAPATNAM-CG-2 HIGHWAYS LIMITEDÂ (RVCG-2HL)

RVCG-2HL was incorporated on March 28, 2022 under the Companies Act, 2013 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh andÂ RVCG-2HL is involved in the business "Development of SixÂ Lane Sargi - Basanwahi Section of NH130CD Road fromÂ km 42+800 to km 99+500 under Raipur VisakhapatnamÂ Economics Corridor in the state of Chhattisgarh on HybridÂ Annuity Mode (Package - CG2) (Length 56.700 km)." RVCG-2HL is the wholly owned subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations ofÂ 'Â 11200.03 Lakhs and hasÂ incurred Net Loss after Tax ofÂ 'Â 355.49 Lakhs.

(xviii) MARADGI S ANDOLA-BASWANTPUR HIGHWAYSÂ LIMITED (MABHL)

MABHL was incorporated on December 27, 2022 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh and MABHLÂ is involved in the business ""Development of 6 lane AccessÂ Controlled Greenfield Highway from km. 97.000 to kmÂ 162.500 Maradgi S Andola to Baswantpur section of NH-150C (Package-III of Akkalkot-KNT/TS Border) on HybridÂ Annuity Mode under Bharatmala Pariyojna.". MABHL is theÂ wholly owned subsidiary of the Company.

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax ofÂ 'Â 482.44 Lakhs.

(xix) Â Â Â MEHGAMA-HANSDIHAHIGHWAYS LIMITED (MHHL)

MHHL was incorporated on December 29, 2022 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh and MHHLÂ is involved in the business "Development of Four Laning ofÂ Mehgama-Hansdiha section of NH-133 from existing KmÂ 41+900 to existing Km 93+000 in the State of JharkhandÂ on Hybrid Annuity mode.". MHHL is the wholly ownedÂ subsidiary of the Company.

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax ofÂ 'Â 0.59 Lakhs.

(xx) Â Â Â URGA-PATHALGAON HIGHWAYS LIMITED (UPHL)

UPHL was incorporated on December 29, 2022 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,

KoLar Road, Bhopal 462016, Madhya Pradesh and UPHL is involved in the business ""Construction of Four LaneÂ Urga - Pathalgaon section of NH-130A from design Ch.Â 70+200 to Ch. 157+745, (from Bhaisma village to TaruamaÂ village) under Bharatmala Pariyojana (Raipur - DhanbadÂ Economic Corridor) in the State of Chhattisgarh on HybridÂ Annuity Mode.". UPHL is the wholly owned subsidiary ofÂ the Company.

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax ofÂ 'Â 0.67 Lakhs.

(xxi) KARIMNAGAR-WARANGALÂ Â Â Â HIGHWAYS LIMITED

(KWHL)

KWHL was incorporated on December 29, 2022 under the Companies Act, 2013 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh andÂ KWHL is involved in the business "4-Laning of KarimnagarÂ Warangal Section of NH-563 from Design Ch.48.860Â km (near SH-1 Ch. 170.400 km) at Manakondur bypass toÂ Design Ch.116.875 km (existing Ch.144.050 km of NH-163)Â at Palvelpula near Hanamkonda, (Design Length 68.015Â km) in the State of Telangana on Hybrid Annuity ModeÂ under BharatmalaPariyojana". KWHL is the wholly ownedÂ subsidiary of the Company.

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax ofÂ 'Â 5.76 Lakhs.

DETAILS OF SUBSIDIARIES:

(i) Â Â Â DBL CHANDIKHOLE BHADRAK HIGHWAYS LIMITEDÂ (''DCBHL'')

DCBHL was incorporated as special purpose vehicle on February 06, 2018 for the purpose of project "RehabilitationÂ and Up-gradation of Six-Laning of Chandikhole-BhadrakÂ Section of NH-5 (New NH-16) from km 62.000 to kmÂ 136.500 in the State of Odisha to be executed as HybridÂ Annuity Mode under NHDP Phase V". The CompanyÂ (DBL) has transferred 193712 Equity shares including itsÂ nominees to Shrem Invit on February 24, 2023. DCBHL hasÂ become the subsidiary of the Company.

During the period under review, DCBHPL has achieved revenue from operations ofÂ 'Â 55592.00 Lakhs and hasÂ incurred Net Profit after Tax ofÂ 'Â 6690.60 Lakhs.

(ii) Â Â Â DBL NIDAGATTA MYSORE HIGHWAYS PRIVATE LIMITEDÂ (DNMHPL)

DNMHPL was incorporated as special purpose vehicle on April 09, 2018 to undertake the project of "Six Laning of

Nidagatta-Mysore Section from Km 74.20 to Km 135.304 of NH-275 in the State of Karnataka to be executed onÂ Hybrid Annuity Mode." DNMHPL is the subsidiary of the

Company.

During the period under review, DNMHPL has achieved revenue from operations ofÂ 'Â 28206.03 Lakhs and hasÂ incurred Net Loss after Tax ofÂ 'Â 624.58 Lakhs.

(iii) Â Â Â NARENPUR PURNEA HIGHWAYS PRIVATE LIMITEDÂ (NPHPL)

NPHPL was incorporated on October 07, 2020 under the Companies Act, 2013 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462 016, Madhya Pradesh.Â NPHPL is involved in the business to undertake the projectÂ of "Construction and upgradation of NH - 131A from KmÂ 34.600 (design Ch: 6.000) near Narenpur to Km 79.970Â (design Ch: 53.000) near Purnea to 4 lane standard andÂ from Km 79.970 (design Ch: 53.000) to Km 82.000 (designÂ Ch: 55.000) near Purnea to 2 lanes with paved ShouldersÂ standard in the State of Bihar on Hybrid Annuity Mode"Â The Company (DBL) has transferred 12490 Equity sharesÂ to DBL Infra Assets Private Limited on March 16, 2023.Â NPHPL is the subsidiary of the Company. Further to informÂ you that NPHPL has been converted from private to publicÂ company and has received the conversion certificate ofÂ incorporation from Registrar of companies, Gwalior on JulyÂ 12, 2023.

During the period under review, NPHPL has achieved revenue from operations ofÂ 'Â 62796.05 Lakhs and hasÂ incurred Net Loss after Tax ofÂ 'Â 3221.58 Lakhs.

(iv) Â Â Â REPALLEWADA HIGHWAYS LIMITED (RHL)

RHL was incorporated on October 13, 2020 under the Companies Act, 2013 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462 016, Madhya Pradesh.Â RHL is involved in the business to undertake the projectÂ of "Four laning of NH-363 from Repallewada (Design KmÂ 42.000/Existing Km 288.510) to Telangana/MaharashtraÂ Border (Design Km 94.602/Existing Km 342.000) (DesignÂ Length = 52.602 Km) in the State of Telangana under NHÂ (O) on Hybrid Annuity mode (HAM)" The Company (DBL)Â has transferred 110671 Equity shares to DBL Infra AssetsÂ Private Limited on March 31, 2023.

During the period under review, the Company has achieved revenue from operations ofÂ 'Â 24845.78 Lakhs and hasÂ incurred Net Loss after Tax ofÂ 'Â 2277.09 lakhs.

(v) Â Â Â DHROL BHADRA HIGHWAYS LIMITED (DBHL)

at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462 016, Madhya Pradesh.Â DBHPL is involved in the business to undertake the projectÂ of "Four Laning of Dhrol - Bhadra Patiya section of NH-151A (Between Ex. Km 5+700 to Km 13+600 of SH-25)Â and Bhadra Patiya - Pipaliya Section of NH-151A (BetweenÂ Ex.Km 73+000 to Km. 44+800 and Ex. Km. 38+350 toÂ 24+000 of CSH-6) in Gujarat through Public PrivateÂ Partnership (PPP) (the "Project") on design, build, operateÂ and transfer(the "DBOT Annuity" or "Hybrid Annuity") basis.

Further to inform you that DBHL has issued and allotted

29489 equity shares by way of preferential allotment to the Company. Pursuant to the said allotment DBHL hasÂ become the subsidiary of the Company.

During the period under review, DBHL has achieved revenue from operations ofÂ 'Â 31326.87 Lakhs and hasÂ incurred Net loss after Tax ofÂ 'Â 1849.30 Lakhs.

(vi) Â Â Â DBL BANGALORE NIDAGATTA HIGHWAYS PRIVATEÂ LIMITED (DBNHPL)

DBNHPL was incorporated as a special purpose vehicle on March 23, 2018 to undertake the project of "Six-laningÂ of Bangalore-Nidagatta, km 18.000 to km 74.200 of NH-275 in state of Karnataka to be executed on Hybrid AnnuityÂ Mode"

During the period under review, DBNHPL has achieved revenue from operations ofÂ 'Â 33489.48 Lakhs and hasÂ incurred Net Profit after Tax ofÂ 'Â 520.23 Lakhs.

(vii) PATHRAPALI-KATHGHORA Â Â Â HIGHWAYS PRIVATEÂ LIMITED (PKHPL)

PKHPL was incorporated as a special purpose vehicle on May 07, 2020 to undertake the project of "Four lane withÂ paved shoulder configuration of Pathrapali-KathghoraÂ (Km. 53.300 to Km. 92.600) Pkg-II of Bilaspur-KathghoraÂ section of NH-111 (New NH-130) in the State of ChhattisgarhÂ under Bharatmala Pariyojna on Hybrid Annuity Mode".

The Company (DBL) has transferred 14078 Equity shares

held in Pathrapali-Kathghora Highways Private Limited to DBL Infra Assets Private Limited on March 17, 2023. PKHPL

is the subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 20444.99 Lakhs and has

incurred Net Loss after Tax ofÂ 'Â 2066.29 Lakhs.

(viii) Â Â Â DODABALLAPUR HOSKOTE HIGHWAYS PRIVATEÂ LIMITED (DHHPL)

Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462 016, Madhya Pradesh. DHHPLÂ is involved in the business to undertake the project of "4Â laning from km. 42.000 to km. 80.00 of DodaballapurÂ Bypass to Hoskote section of NH-648 (Old NH-207) onÂ Hybrid Annuity Mode under Bharatmala Pariyojna in theÂ state of Karnataka (Package-II)"

The Company (DBL) has transferred 26888 Equity shares

held in Dodaballapur Hoskote Highways Private Limited to DBL Infra Assets Private Limited on January 11, 2023.Â Currently, DHHPL is the subsidiary of the Company. Further

to inform you that DHHPLhas been converted from private to public company and has received the conversion certificateÂ of incorporation from Registrar of companies, Gwalior onÂ July 12, 2023

During the period under review, the Company has achieved revenue from operations ofÂ 'Â 37254.87 Lakhs and hasÂ incurred Net Loss after Tax ofÂ 'Â 3067.02 Lakhs.

(ix) Â Â Â DBL-VPR MINING PRIVATE LIMITED (DVMPL)

DVMPL was incorporated as a special purpose vehicle on January 2, 2018 having its registered office situated at PlotÂ no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh. DVMPLÂ is involved in the business "to carry out the business ofÂ prospecting, exploring, operating and working on mines &Â quarries and other mining activities in India and elsewhere"Â DVMPL is the subsidiary of the Company.

During the period under review, the Company has not generated any revenue from operation. Further, at the endÂ of the financial year the company has incurred Net LossÂ after Tax ofÂ 'Â 0.37 Lakhs.

(x) Â Â Â DBL PACHHWARA COAL MINE PRIVATE LIMITEDÂ (DPCMPL)

DPCMPL was incorporated as a special purpose vehicle on September 04, 2018 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh. DVMPL isÂ involved in the business "to undertake the project of "MineÂ Developer Cum Operator for Development and operationÂ of the Pachhwara Central Coal Mine located in PakurÂ District of Jharkhand, India with a peak rated capacity of 7Â MTPA." DPCMPL is the subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations ofÂ 'Â 4589.50 Lakhs and hasÂ incurred Net Loss after Tax ofÂ 'Â 890.12 Lakhs.

(xi) Â Â Â DBL REWA SIDHI HIGHWAYS PRIVATE LIMITEDÂ (DRSHPL)

DRSHPL was incorporated as special purpose vehicle on April 11, 2018, to undertake the project of "Construction of

Churhat bypass including Tunnel on Rewa Sidhi section of NH 75E from chainage 33.200 to chainage 55.400 (designÂ length 15.350 km.) in the state of MP on Hybrid Annuity

Mode."

During the period under review, DRSHPL has achieved revenue from operations ofÂ 'Â 17218.44 Lakhs and hasÂ incurred Net Profitafter Tax ofÂ 'Â 1510.82 Lakhs.

Further, DRSHPL is associate company of DBL Infra Assets

Private Limited (DIAPL) and DIAPL is the wholly owned subsidiary of the Company. Hence, , we have consideredÂ DRSHPL as a subsidiary of the Company

Newly Incorporated companies not being consolidated(i) Â Â Â BENGALURU-VIJAYAWADA EXPRESSWAY PACKAGE-1Â LIMITED (BVEP-1L)

BVEP-1LÂ was incorporated as a special purpose vehicle on April 12, 2023 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. TheÂ Company has made an initial investment inÂ BVEP-1LÂ onÂ April 21, 2023. The Company was engaged in the businessÂ of "Development of Six-Lane Access ControlledGreenfieldÂ Highway from Kodur (Ch. 0+000) to Vanavolu (Ch. 24+300)Â of [NH-544G] Bengaluru -Vijayawada Economic CorridorÂ on HAM Mode under BharatmalaPariyojana Phase-I in theÂ State ofAndhra Pradesh (Package-1). The Paid-up capitalÂ of the Company isÂ 'Â 10.00 Lakhs.Â BVEP-1LÂ is the whollyÂ owned subsidiary of the Company.

(ii) Â Â Â BENGALURU-VIJAYAWADA EXPRESSWAY PACKAGE-4Â LIMITED (BVEP-4L)

BVEP-4LÂ was incorporated as a special purpose vehicle on April 12, 2023 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh.Â The Company has made an initial investment inÂ BVEP-4LÂ on April 21, 2023. The Company was engagedÂ in the business of "Development of Six-Lane AccessÂ Controlled Greenfield Highway from OdulapalleÂ (Ch.72+000) to Nallacheruvu-palli (Ch. 96+300) of [NH-544G] Bengaluru Vijayawada Economic Corridor on HAMÂ Mode under Bharatmala Pariyojana Phase-I in the StateÂ of Andhra Pradesh (Package-4). The Paid-up capital of theÂ Company isÂ 'Â 10.00 Lakhs.Â BVEP-4Â Lis the wholly ownedÂ subsidiary of the Company.

(iii) Â Â Â BENGALURU-VIJAYAWADA EXPRESSWAY PACKAGE-7Â LIMITED (BVEP-7L)

at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh.Â The Company has made an initial investment inÂ BVEP-7LÂ on May 01,2023. The Company was engagedÂ in the business of "Development of Six-Lane AccessÂ Controlled Greenfield Highway from Audireddipalle (Ch.Â 160+000) to Mallapalle (Ch. 176+000) of (NH-544G)Â Bengaluru - Vijayawada Economic Corridor on HAMÂ Mode under BharatmalaPariyojana Phase-I in the State ofÂ Andhra Pradesh (Package-07)." The Paid-up capital of theÂ Company isÂ 'Â 10.00 Lakhs.Â BVEP-7LÂ is the wholly ownedÂ subsidiary of the Company.

AUDITORS AND AUDITOR'S REPORT

M/s. M.K. Dandeker& Co., Chartered Accountants, Chennai (ICAI Firm Registration No.000679S), were appointed as a StatutoryÂ Auditor of the Company for a term of 5 years at the 16thAnnualÂ General Meeting held on September 30, 2022.

Further informed that, M/s M K Dandeker& Co., Chartered

Accountants, Chennai have been converted into LLP and the name of firm has been changed to M/s M K Dandeker& Co. LLP,Â Chartered Accountants, Chennai (ICAI Firm Registration No:

000679S / S000103).

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7,Â 2018, ratification of appointment of Statutory Auditors at everyÂ AGM is no more a statutory requirement. Accordingly, the noticeÂ convening the ensuing AGM does not carry any resolution onÂ ratification of the appointment of the Statutory Auditors.

M/s M K Dandeker& Co. LLP, Chartered Accountants, have audited the books of accounts of the Company for the financial

year ended March 31, 2023 and have issued the Auditor's Report there on. There are no qualifications or reservations or adverseÂ remarks or disclaimers in the said report. Further, no fraud hasÂ been reported by the Auditors to the Audit Committee or theÂ Board during the period under review.

The Auditor's Report, read together with the notes on financial statements are self-explanatory and hence do not call for anyÂ further comments under section 134 of the Act.

The Company has obtained a certificate of independence and eligibility for their appointment as Statutory Auditors and the

same are within the limits as specified in section 141 of the Companies Act, 2013 and have also confirmed that they are notÂ disqualified for re-appointment.

Cost Auditors and their Report

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)Â Rules, 2014 as amended from time to time, your CompanyÂ has been carrying out audit of Cost Records every year. TheÂ Board of Directors, on the recommendation of Audit Committee,Â has appointed M/s Yogesh Chourasia & Associates, CostÂ Accountants, Bhopal (ICWAI Firm Registration No. 000271), asÂ Cost Auditors of the Company for conducting the Cost AuditÂ of the Company for the Financial Year 2022-23. As requiredÂ under the Companies Act, 2013, a resolution seeking members'Â ratification for the remuneration payable to the Cost AuditorÂ forms part of the Notice convening the Annual General Meeting.Â The Company has already filed the Cost Audit Report for theÂ Financial Year 2021-22 with the Central Government. The CostÂ Audit Report for the Financial Year 2022-23 does not containÂ any qualification, reservation or adverse remark. The CompanyÂ has obtained Cost Audit Report for the year 2022-23 and is inÂ process to file the same with the Central Government.

Secretarial Auditors

Secretarial Audit Report for the Financial Year 2022-23 issued by M/s Amit Kumar Jain & Associates, Practicing CompanyÂ Secretaries, Bhopal (Firm Registration No. S2006MP090300)Â in Form MR-3 which is annexed to the Board's Report asÂ Annexure-1Â which is self-explanatory and do not call for anyÂ further explanation of the Board.

Internal Auditors

As per the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s Sunil SarafÂ & Associates, Chartered Accountants, Indore (ICAI FirmÂ Registration No. 015021C), as an Internal Auditor to conductÂ internal audit of the Company for the Financial Year 2022-23.

The Internal Audit Report for the Financial Year 2022-23 issued by M/s Sunil Saraf & Associates, Chartered Accountants, IndoreÂ is submitted to the Audit Committee and the Board at theirÂ meetings held on May 18, 2023 and May 19, 2023 respectively.

Further to inform you that the Company at its Audit committee and Board meeting held on July 10, 2023 has appointed newÂ Internal auditor i.e. RSM Astute Consulting Private Limited,Â Mumbai in place of M/s Sunil Saraf & Associates, CharteredÂ Accountants, Indore to carry out the Internal audit of theÂ Company for the financial year 2023-24.

Annual Return

The copy of annual return is prepared in form MGT-7 as per

the provisions of the companies Act, 2013 and will be placed on the Company website atÂ https://www.dilipbuildcon.com/wps/Â portal/dbl/investors/shareholders-centre

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The particulars as required to be furnished for the year 2022-23 are as under:
Sr. No.	Particulars	Comments
(A)	Conservation of energy
(i)	the steps taken or impact on conservation of energy;	Since the Company does not own any manufacturing facility, the Operations of the Company are not energyÂ intensive. However, the Company always focuses onÂ conservation of energy, wherever possible.
(ii)	the steps taken by the Company for utilizing alternate sources of energy;
(iii)	the capital investment on energy conservation equipment's
(B)	Technology absorption
(i)	the efforts made towards technology absorption	During the year the Company has not spent any amount towards research and developmental activity.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
Â	(a) the details of technology imported	Â
Â	(b) the year of import
Â	Â© whether the technology been fully absorbed
Â	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv)	the expenditure incurred on Research and Development	During the year the Company has not spent any amount towards research and developmental activity.
C)	Foreign exchange earnings and Outgo	Inflow	Out Flow (' in Lakhs)
Â	The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms ofÂ actual outflows	Nil	3453.63

Human Resources Development

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. DBL's people centric focus providing an open work environment, fostering continuous improvement andÂ development has helped several employees realize their career aspirations during the year.

in the long run.

Company's Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company. BoardÂ of Directors and Key Managerial Personnel.

Board of Directors and Key Managerial personnel

Pursuant to the provisions of section 203 of the Companies Act, 2013 and the rules made their under, following are the Board of Directors and Key Managerial Personnel of the Company as on March 31, 2023:

S. No.	Name of Directors/ KMPs	Current Designation	Original Date ofÂ appointment	Nature of Changes	Date of Cessation	DIN/PAN
1	*Mr. Dilip Suryavanshi	Chairman and ManagingDirector	12.06.2006	Appointed as a Chairman of theÂ Company.	Â	00039944
2	**Mr. Devendra Jain	Managing Director & CEO	01.04.2009	Appointed as Managing Director.	-	02374610
3	Mr. Ashwini Verma	Independent Director	05.08.2014	-	-	06939756
4	Dr. Amogh Kumar Gupta	Independent Director	05.08.2014	-	-	06941839
5	Mr. Satish Chandra Pandey	Independent Director	23.01.2015	-	-	07072768
6	Mr. Vijay Chhibber	Independent Director	28.02.2017	-	-	00396838
7	***Mr. Malay Mukherjee	Independent Director	13.02.2018	Re-appointed for second term	Â	02272425
8	Ms. Ratna Dharashree Vishwanathan	Woman Independent Director	30.03.2019	-	-	07278291
9	Mr. Radhey Shyam Garg	President & Chief Financial officer	10.12.2018	Ceased as Chief Financial officer	30.05.2022	ACAPG0983A
10	Mr. Sanjay Kumar Bansal	Vice President -Finance & Chief Financial Officer	31.05.2022	Appointed as Chief Financial Officer	-	AIGPB0590E
11	Mr. Abhishek Shrivastava	Company Secretary & Compliance Officer	23.01.2015	-	-	AUXPS3081Q

*Mr. Dilip Suryavanshi was appointed as the Chairman of the Company w.e.f 30.05.2022.

** Mr. Devendra Jain was appointed as a Managing Director of the Company w.e.f. 12.08.2022

*** Mr. Malay Mukherjee was re-appointed for second term pursuant to approval of shareholders in the AGM dated September 30, 2022.

(a) Directors seeking appointment/re- appointment

Pursuant to the provisions of the Companies Act, 2013 and subject to the approval of the shareholders in the Annual General Meeting dated September 17, 2019, the Company has appointed Ms. Ratna Dharashree Vishwanathan (DIN: 07278291)as a

Woman Independent Director of the Company on March 30, 2019 for a first term of 5 (five) consecutive years andÂ she will be holding such office as an Independent DirectorÂ of the Company up to March 29, 2024. It is desirable to reappoint Ms. Ratna Dharashree Vishwanathan for a secondÂ consecutive term of 5 years as a Woman IndependentÂ Directorof the Company w.e.f. March 30, 2024 to March 29,Â 2029 and not be liable to retire by rotation.

The Board recommends their re-appointment for the consideration of the members of the Company at theÂ ensuing Annual General Meeting.

In case of appointment/re-appointment of Directors,the details of respective Directors as stipulatedÂ underRegulation 36(3) of the Listing Regulations areÂ included inthe Notice of Annual General Meeting.

(b) Â Â Â Women Independent Director

Ms. Ratna Dharashree Vishwanathan (DIN: 07278291) was appointed as Woman Independent Director on the BoardÂ as required under the provisions of the Companies Act,Â 2013 and the SEBI (LODR) Regulations, 2015.

The Company is having 6 (Six) Independent Directors which are in accordance with the requirement of the SEBIÂ (LODR) Regulations, 2015 as well as under the CompaniesÂ Act, 2013.The terms and conditions of appointment ofÂ the Independent Directors are placed on the website atÂ the following weblinkÂ https://www.dilipbuildcon.com/wps/Â wcm/connect/666e51ee-e980-4abe-8407-f9c4d55b828f/Â Terms+and+condition+of+appointment+Independent+Director.Â pdf?MOD = AJPERES&CONVERT_Â TO=url&CACHEID=ROOTWORKSPACE-666e51ee-e980-4abe-8407-f9c4d55b828f-o8l0peT

All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b)Â of the SEBI (LODR) Regulations, 2015 read with SectionÂ 149(6) of the Companies Act, 2013. As per the SEBI (LODR)

Regulations 25 (8) states that every Independent Director, at the first meeting of the Board in which he participatesÂ as a Director and thereafter at the first meeting of theÂ Board in every financial year, or whenever there is anyÂ change in the circumstances which may affect his statusÂ as an independent director, submit a declaration that heÂ meets the criteria of independence as provided in clauseÂ of sub-regulation (1) of regulation 16 and that he is notÂ aware of any circumstance or situation, which exist orÂ may be reasonably anticipated, that could impair orÂ impact his ability to discharge his duties with an objectiveÂ independent judgment and without any external influenceÂ and the board of directors of the company shall take onÂ record the declaration and confirmation submitted byÂ the independent director under sub-regulation (8) after

undertaking due assessment of the veracity of the same.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (IncludingÂ the proficiency of the independent director as ascertainedÂ from the online proficiency self-assessment test conductedÂ by the Indian Institute of Corporate Affairs notified underÂ sub-section (1) of section 150 of the Companies Act, 2013Â and are the persons of high integrity and repute. TheyÂ fulfill the conditions specified in the Companies Act, 2013Â and SEBI (LODR) Regulations, 2015 and the Rules madeÂ thereunder and are independent of the management.

The Independent Directors have registered their names in the data bank maintained with the Indian Institute ofÂ Corporate Affairs. As per the proviso to Rule 6(4) of theÂ Companies (Appointment and Qualification of Directors)Â Rules, 2014, all the Independent Directors of the CompanyÂ have passed or are exempted from undertaking the onlineÂ proficiency self-assessment test. These confirmations haveÂ been placed before the Board. None of the IndependentÂ Directors hold office as an Independent Director in moreÂ than seven listed companies as stipulated under RegulationÂ 17A of the Listing Regulations. The maximum tenure ofÂ Independent Directors is determined in accordance withÂ the Act and rules made thereunder, in this regard, fromÂ time to time.

e) Programme for familiarization of Directors

The Company conducts familiarization programme for all the directors at the time of their appointment and also atÂ regular intervals to enlighten the directors regarding theirÂ roles, rights and responsibilities in the Company and theÂ nature of the industry in which the Company operates, theÂ business model of the Company etc. The details regardingÂ the familiarization programme conducted during the yearareÂ put up on the website of the company and can be accessedÂ at the following weblinkÂ https://www.dilipbuildcon.com/wps/Â wcm/connect/472e29ea-95f4-4054-86a3-b5921e36a1a6/Â Directors%E2%80%99+Familiarization+Programme.Â pdf?MOD=AJPERES&CONVERT_Â TO=url&CACHEID=ROOTWORKSPACE-472e29ea-95f4-4054-86a3-b5921e36a1a6-o8BBXS-

Constitution of the Board of Directors and their Meetings(a) Constitution of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 and

Section 149 of the Companies Act, 2013. The Company's policy is to maintain optimum combination of ExecutiveÂ and Non-Executive Directors. As on March 31, 2023, theÂ Company has 8 (Eight) Directors. Out of the 8 (Eight)

Directors, 2 (Two) are Executive Directors and 6 (six) are Non-Executive, Independent Directors.

Mr. Dilip Suryavanshi, Chairman & Managing Director and Mr. Devendra Jain, Manging Director & CEO of the Company,Â are the Promoters of the Company. The Members of theÂ Board are highly qualified and having varied experience inÂ their respective field and they assist the Board to dischargeÂ their functions from time to time.

(b) Meetings of the Board

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in schedulingÂ their programme. The agenda of the meeting is circulatedÂ to the members of the Board well in advance alongÂ with necessary papers, reports, recommendations andÂ supporting documents so that each Board member canÂ actively participate on agenda items during the meeting.

The Board met 5 (five) times during the Financial Year 202223. The maximum interval between any two meetings did not exceed 120 days.The details of Board meetings heldÂ during the financial year 2022-23 are as follows:

S. No	Date of Board Meeting		Board Strength		No. of DirectorsÂ Present
1	30.05.2022		8		8
2	12.08.2022		8		8
3	14.11.2022		8		8
4	10.02.2023		8		8
5	20.02.2023		8		8
Attendance of Directors at the Board Meetings and at the last Annual General Meeting (AGM)
Name of the Directors		Number of board meetings duringÂ the year 2022-23				Whether attendedÂ last AGM
		Held		Attended		Â
Mr. Dilip Suryavanshi		5		5		Yes
Mr. Devendra Jain		5		5		Yes
Mr. Ashwini Verma		5		5		Yes
Dr.Amogh Kumar Gupta 5				5		Yes
Mr. Satish Chandra Pandey 5				5		Yes
Mr. Vijay Chhibber		5		5		Yes
Mr. Malay Mukherjee		5		5		Yes
Ms. Ratna Dharashree Vishwanathan		5		5		Yes

The Board has complete access to any information within the Company. The Company has provided inter aliaÂ following information:

â¢ Â Â Â Financial results of the Company, its Subsidiaries;

â¢ Â Â Â Minutes of meetings of the Board, Committees, resolutionsÂ passed by circulations and minutes of the meetings of theÂ Board of Subsidiary Companies;

â¢ Â Â Â Periodic compliance/reports which includes noncompliance, if any;

â¢ Â Â Â Disclosures received from Directors;

â¢ Â Â Â Related party transactions;

â¢ Â Â Â Regular business updates;

â¢ Â Â Â Action Taken Report on decisions of previous BoardÂ Meetings;

â¢ Â Â Â Various Policies of the Board;

â¢ Â Â Â Code of Conduct for the members of theÂ Â Â Â Board;

â¢ Â Â Â Discussion with the Auditors and theÂ Â Â Â audit committee

members.

Governance codes

(a) Â Â Â Code of Business Conduct & Ethics

The Company has adopted Code of Conduct for Board of Directors and Senior Management ("the Codeâ) which isÂ applicable to the Board of Directors and all Employees ofÂ the Company. The Board of Directors and the members ofÂ Senior Management Team of the Company are requiredÂ to affirm Compliance of this Code. The Company hasÂ received the annual affirmation declaration from theÂ Board of Directors and Senior Management. The CodeÂ requires Directors and Employees to act honestly,Â fairly, ethically and with integrity, conduct themselvesÂ in professional, courteous and respectful manner. TheÂ Code is displayed on the Company's website at theÂ following weblinkÂ https://www.dilipbuildcon.com/wps/Â wcm/connect/1d9464eb-9501-42ad-a089-795eecf4e28b/Â Conduct+Board+of+Directors+and+Senior+Management.pdf?MÂ OD=AJPERES&CACHEID=ROOTWORKSPACE-1d9464eb-9501-42ad-a089-795eecf4e28b-o8lHwkN

(b) Â Â Â Conflict of Interests

Each Director informs the Company on an annual basis about the Board and the Committee positions they

occupies in other Companies including Chairmanships and notify changes during the year. The Members of the BoardÂ while discharging their duties, avoid conflict of interestÂ in the decision-making process. The Members of BoardÂ restrict themselves from any discussions and voting inÂ transactions in which they have concern or interest.

The Company has adopted a Code of conduct for prevention of Insider Trading ("the Codeâ) in accordance with the SEBIÂ (Prohibition of Insider Trading) Regulations, 2015, amendedÂ time to time (the PIT Regulations). This Code is displayed on

the Company's website at the following weblinkÂ https://www. dilipbuildcon.com/wps/wcm/connect/088c8e44-50d9-4791-b095-fa9ef0cbae21/Code+of+Conduct+for+Insider+Trading.pdÂ f?MOD=AJPERES&CACHEID=ROOTWORKSPACE-088c8e44-50d9-4791-b095-fa9ef0cbae21-o8lFFBS

The code shall be applicable to the insiders of the Company which includes all insiders, designated persons and theirÂ immediate relatives, connected persons, fiduciaries andÂ intermediaries and shall come into effect from the dateÂ of listing of equity shares of the Company on a StockÂ Exchange in India subsequent to an initial public offeringÂ of the equity shares of the Company. The Chief FinancialÂ Officer of the Company is the Compliance Officer forÂ monitoring adherence to the said PIT Regulations.

The Company has also formulated 'The Code of Practices and Procedures for Fair Disclosure of Unpublished PriceÂ Sensitive Information (UPSI)' in compliance with the PITÂ Regulations. This Code is displayed on the Company's

website at the following weblinkÂ https://www.dilipbuildcon. com/wps/wcm/connect/2951713b-9a6c-4a32-bf75-3560592fd76b/Code+of+Procedures+for+Fair+UPSI.Â pdf?MOD=AJPERES&CACHEID = ROOTWORKSPACE-2951713b-9a6c-4a32-bf75-3560592fd76b-o8lGShB

Further, pursuant to the amendments in SEBI (PIT) Regulations, 2018, the Company has also formulated Policy

for Procedure of Inquiry in case of Leak of Unpublished Price Sensitive Information and constituted an EnquiryÂ Committee to take appropriate action on becoming awareÂ of leak of unpublished price sensitive information andÂ inform the Board promptly of such leaks, inquiries andÂ results of such inquiries. The Policy is displayed on theÂ Company's website at the following weblinkÂ https://www.Â dilipbuildcon.com/wps/wcm/connect/0d2bef50-83fc-4095-953e-8cdeb5e0b726/9.+Policy+of+Inquiry+in+CÂ ase+of+Leak+of+UPSI.pdf?MOD=AJPERES&CONVERT_Â TO=url&CACHEID=ROOTWORKSPACE-0d2bef50-83fc-4095-953e-8cdeb5e0b726-o8l4JCu

The composition of Enquiry Committee for leak of Unpublished Price Sensitive information comprises ofÂ 3 (three) Members which include Managing Director,

Chief Executive officer and Chief Financial Officer of the Company.

During the period under review, the Company has not received any complaints related to leak of UnpublishedÂ Price Sensitive information. No meeting was held duringÂ the financial year 2022-23.

COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory

and other Committees to deal with specific areas and activities which concern the Company and requires a closer review. TheÂ Committees are formed with approval of the Board and functionÂ Charters as per the applicable provisions. These CommitteesÂ play an important role in the overall management of day- to-dayÂ affairs and governance of the Company. The Board CommitteesÂ meet at regular intervals and take necessary steps to performÂ its duties entrusted by the Board. The Minutes of the CommitteeÂ Meetings are placed before the Board for noting. During theÂ year under review, the Board has the following Committees:

(a) Audit Committee

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013Â and Regulation 18 of the SEBI (LODR) Regulations, 2015.Â The composition, quorum, terms of reference, functions,Â powers, roles and scope are in accordance with SectionÂ 177 of the Companies Act, 2013 and the Regulation 18 ofÂ the SEBI (LODR) Regulations, 2015. For better CorporateÂ Governance and better participation and decision making,Â the company at its Board meeting held on August 12, 2022Â has re-constituted the audit committee. The details of theÂ re-constituted members of audit committee are as underÂ and all the members of the committee are financiallyÂ literate and possesses financial expertise:

S. No	Members of the Committee	Designation
1	Ms. Ratna Dharashree Vishwanathan	Chairperson
2	Mr. Devendra Jain	Member
3	Mr. Satish Chandra Pandey	Member

Note: Mr. Dilip Suryavanshi, Mr. Ashwini Verma and Dr. Amogh Kumar Gupta ceased to be members of Audit committee w.e.f.Â August 12, 2022.

Mr. Abhishek Shrivastava, Company Secretary also acts as Secretary to the Committee.

Audit committee met 4 (four) times during the Financial Year 2022-23. The Committee met on May 30, 2022, August 12,Â 2022, November 12, 2022 and February 10, 2023. The requisiteÂ quorum was present at all the Meetings. The Chairman of the

Audit Committee was present at the 16th Annual General Meeting of the Company held in Financial Year 2022-23. The members of the Committee, Meetings and Attendance during the financial year 2022-23 are as under:

Sr. No	Name of Directors	Designation	Number of meetings attended
1	Ms. Ratna Dharashree Vishwanathan	Chairperson - Non-Executive Independent Director	4 of 4
2	Mr. Satish Chandra Pandey	Member - Non-Executive - Independent Director	4 of 4
3	Mr. Devendra Jain	Member -Executive Director	4 of 4
4	*Mr. Ashwini Verma	Member -Non-Executive - Independent Director	2 of 4
5	*Dr. Amogh Kumar Gupta	Member -Non-Executive - Independent Director	2 of 4
6	*Mr. Dilip Suryavanshi	Member -Executive Director	2 of 4

*Ceased as member of audit committee on 12.08.2022.

The terms of reference of Audit Committee Inter-alia, includes

the following:

1. Â Â Â Overseeing of the Company's financial reporting processÂ and the disclosure of its financial information to ensure that

the financial statement is correct, sufficient and credible;

2. Â Â Â Recommending to the Board, the appointment,Â remuneration and terms of appointment of the StatutoryÂ Auditor of the Company;

3. Â Â Â Approving payments to Statutory Auditors for any other

services rendered by them;

4. Â Â Â Reviewing, with the management, the Annual FinancialÂ Statements and Auditor's Report thereon beforeÂ submission to the Board for approval, with particularÂ reference to:

a) Â Â Â Matters required to be included in the Director'sÂ Responsibility Statement to be included in the Board'sÂ Report in terms of Section 134 (3)Â© of the CompaniesÂ Act, 2013;

b) Â Â Â Changes, if any, in accounting policies and practicesÂ and reasons for the same;

c) Â Â Â Major accounting entries involving estimates basedÂ on the exercise of judgment by management;

d) Â Â Â Significant adjustments made in the financialÂ statements arising out of audit findings;

e) Â Â Â Compliance with listing and other legal requirementsÂ relating to financial statements;

f) Â Â Â Disclosure of any related party transactions;

g) Â Â Â Modified opinion(s) in the draft Audit Report.

5. Â Â Â Reviewing, with the management, the quarterly, halfyearly and Annual Financial Statements before submissionÂ to the Board for approval;

6. Â Â Â Reviewing, with the management, the statement of uses /Â application of funds raised through an issue (preferentialÂ issue, rights issue etc.), the statement of funds utilized forÂ purposes other than those stated in the offer document/Â prospectus/notice and the report submitted by theÂ monitoring agency monitoring the utilization of proceedsÂ of a public or rights issue, and making appropriateÂ recommendations to the Board to take up steps in thisÂ matter. This also includes monitoring the use or applicationÂ of the funds raised through the proposed initial publicÂ offering by our Company;

7. Â Â Â Reviewing and monitoring the auditor's independence andÂ performance, and effectiveness of audit process;

8. Â Â Â Approving of any subsequent modification of transactionsÂ of the Company with related parties;

9. Â Â Â Scrutinizing inter-corporate loans and investments;

10. Â Â Â Valuing undertakings or assets of the Company, whereverÂ it is necessary;

11. Â Â Â Evaluating internal financial controls and risk managementÂ systems;

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

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

14. Â Â Â Discussing with internal auditors any significant findingsÂ and follow up thereon;

15. Â Â Â Reviewing the findings of any internal investigations byÂ the internal auditors into matters where there is suspectedÂ fraud or irregularity or a failure of internal control systems

of a material nature and reporting the matter to the Board;

16. Â Â Â Discussing with statutory auditors, internal auditors,Â secretarial auditors and cost auditors before the auditÂ commences, about the nature and scope of audit as wellÂ as post-audit discussion to ascertain any area of concern;

17. Â Â Â To look into the reasons for substantial defaults in

the payment to the depositors, debenture holders, shareholders (in case of non-payment of declaredÂ dividends) and creditors;

18. Â Â Â To review the functioning of the whistle blower mechanism;

19. Â Â Â Establishing a vigil mechanism policy for directorsÂ and employees to report their genuine concerns andÂ grievances.

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

21. Â Â Â Review and monitor the process for compliance with laws,Â regulations and the code of conduct as per SEBI InsiderÂ Trading Regulations, 2015, and all other applicable Laws,Â rules and regulations, if any

22. Â Â Â Review all the provisions as per the Companies Act,Â 2013 and Securities and Exchange Board of India (LODR)

Regulations, 2015 as amended from time to time; and

23. Â Â Â Carrying out any other function as mentioned in the termsÂ of reference of the Audit Committee.

The Audit Committee also mandatorily review the following

information:

i. Â Â Â Management discussion and analysis of financial condition

and result of operations;

ii. Â Â Â Statement of significant related party transactionsÂ (as defined by the Audit Committee), submitted byÂ management;

iii. Â Â Â Management letters/ letters of internal control weaknessesÂ issued by the Statutory Auditor;

iv. Â Â Â Internal audit reports relating to internal controlÂ weaknesses;

v. Â Â Â The appointment, removal and terms of remuneration ofÂ the Chief Internal Auditor shall be subject to review by theÂ Audit Committee; and

vi. Â Â Â Statement of deviations:

a) Â Â Â Quarterly statement of deviation(s) including reportÂ of monitoring agency, if applicable, submitted to stockÂ exchange(s) in terms of the Securities and ExchangeÂ Board of India (LODR) Regulations, 2015; and

b) Â Â Â Annual statement of funds utilized for purposes other

than those stated in the offer document / prospectus / notice in terms of the Securities and ExchangeÂ Board of India (LODR) Regulations, 2015.

The Board considered and approved the same and instructed to forward the matter to the audit committee forÂ its noting and record.

The powers of the Audit Committee include the following:

i. Â Â Â To investigate any activity within its terms ofÂ reference;

ii. Â Â Â To seek information from any employee;

iii. Â Â Â To obtain outside legal or other professional advice;Â and

iv. Â Â Â To secure attendance of outsiders with relevantÂ expertise, if it considers necessary.

Details of establishment of vigil mechanism for directors and employees

The Company has formulated the Vigil Mechanism and Whistle Blower Policy. The policy aims for conducting the affairs in aÂ fair and transparent manner by adopting highest standards ofÂ professionalism, honesty, integrity and ethical behaviour. AllÂ permanent employees of the Company are covered under theÂ Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraudÂ or violation of Code of Conduct and Ethics. It also provides forÂ adequate safeguards against the victimization of employeesÂ who avail the mechanism and allows direct access to theÂ Chairperson of the Audit Committee in exceptional cases.Â Further, during the financial year 2022-23, no whistle blowerÂ complaint has been received against any Promoter, DirectorsÂ and employees of the Company. The Policy is available onÂ the website of the Company at the following weblink https://Â www.dilipbuildcon.com/wps/wcm/connect/ca817697-68c9-4d95-b8f0-9e07bb33db60/1.+Vigil+Mechanism+and+WÂ histle + Blower+Policy.pdf?MOD=AJPERES&CONVERT_Â TO=url&CACHEID=ROOTWORKSPACE-ca817697-68c9-4d95-b8f0-9e07bb33db60-o81xdFD

(b) Stakeholder's Relationship Committee

Stakeholder's Relationship Committee has been constituted by the Board in accordance with Section 178 (5) of the Companies Act, 2013.Stakeholder's Relationship Committee consists of the following persons and met 1 (One) time in the Financial YearÂ 2022-23 on May 30, 2022. The requisite quorum was present at all the Meetings. The details of the same are as under:

Sr. No.	Name of Directors	Designation	Number of meetings attended
1.	Mr. Satish Chandra Pandey	Chairman- Independent Director	1 of 1
2.	Mr. Dilip Suryavanshi	Member -Managing Director	1 of 1
3.	Mr. Devendra Jain	Member-Managing Director & CEO	0 of 1
4.	Mr. Ashwini Verma	Member -Independent Director	1 of 1
5.	Dr. Amogh Kumar Gupta	Member- Independent Director	1 of 1
Mr. Abhishek Shrivastava, Company Secretary also acts as Secretary to the Committee.

The terms of reference of the Stakeholder's Relationship Committee of the Company includes the following:

a) Â Â Â Consider and resolve grievances of the security holders ofÂ the Company, including complaints related to the transferÂ of shares, non-receipt of Annual Report and non-receipt ofÂ declared dividends; and

b) Â Â Â Carrying out any other function as prescribed under theÂ SEBI (LODR) Regulations, 2015.

STATUS OF INVESTOR COMPLAINTS FOR EQUITY AND DEBT FOR THE FINANCIAL YEAR 2022-23

During the year no complaint was received, attended and resolved by the Company. Details of the same are as under

Particulars	Pending	During the Financial		Pending
Â	as on	Year 2022-23		as on
Â	April 01, 2022	Received	Redressed	March 31, 2023
Shareholder Complaints	NIL	NIL	NIL	Nil

The Nomination and Remuneration Committee has been constituted by the Board in accordance with the provisionÂ of section 178 of Companies Act, 2013 and Regulation 19 of

SEBI (LODR) Regulations, 2015.

The Nomination and Remuneration Committee consists of the following persons and all the members of theÂ committee are Independent Directors. The Committee metÂ 2 (Two) times during the Financial Year 2022-23 on MayÂ 30, 2022, and August 10, 2022.

The requisite quorum was present at all the Meetings. The Chairman of the Nomination and Remuneration Committee

was present at the 16^thÂ Annual General Meeting of the Company held in the Financial Year 2022-23.

The details of the same are as under:

Sr. No.	Name of Directors	Designation	Number of meetings attended
1.	Mr. Satish ChandraPandey	Chairman -Independent Director	2 of 2
2.	Mr. Ashwini Verma	Member - IndependentDirector	2 of 2
3.	Dr. Amogh KumarGupta	Member - IndependentDirector	2 of 2

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.

The Nomination and Remuneration policy was adopted by the Board on the recommendation of Nomination &Â Remuneration Committee. The Policy is available on theÂ website of the Company at the following weblink https://Â www.dilipbuildcon.com/wps/wcm/connect/98fcb883-de4d-47a7-8171-d580e14ed629/2.+Nomination+andÂ +Â Remuneration+Policy.pdf?MOD=AJPERES&CONVERT_Â TO=url&CACHEID=ROOTWORKSPACE-98fcb883-de4d-47a7-8171-d580e14ed629-o81ykFz

Brief description of terms of reference:

â¢ Â Â Â Formulation of the criteria for determining qualifications,Â positive attributes and independence of a directorÂ and recommend to the Board a policy relating to, theÂ remuneration of the Directors, Key Managerial PersonnelÂ and other employees;

â¢ Â Â Â Formulation of criteria for evaluation of performance ofÂ independent Directors and the Board;

â¢ Â Â Â Devising a policy on Board diversity;

â¢ Â Â Â Identifying persons who are qualified to become DirectorsÂ and who may be appointed in Senior Management inÂ accordance with the criteria laid down and recommend toÂ the Board their appointment and removal and evaluation ofÂ Director's performance;

â¢ Â Â Â Determining whether to extend or continue the term ofÂ appointment of the Independent Director, on the basis ofÂ report of performance evaluation of independent directors;

â¢ Â Â Â Carrying out any other function as prescribed under theÂ SEBI Listing Regulations;

â¢ Â Â Â recommend to the board, all remuneration, in whateverÂ form, payable to senior management; and

â¢ Â Â Â Performing such other activities as may be delegated byÂ the Board of Directors and/or are statutorily prescribedÂ under any law to be attended by the Nomination andÂ Remuneration Committee.

Mechanism for Evaluation of Board, Committees, Chairperson

and Individual Directors

The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annualÂ evaluation of the performance of the Board, Committees,Â Individual Directors, CEO & MD and the Chairman has toÂ be made. Pursuant to the provisions of the Companies Act,Â 2013 and the SEBI (LODR) Regulations, 2015, a structuredÂ questionnaire was prepared after taking into considerationÂ the various aspects of the Board's functioning, compositionÂ of the Board and its Committees, culture, executionÂ and performance of specific duties, obligations andÂ governance. All Directors responded through a structuredÂ questionnaire giving feedback about the performance ofÂ the Board, its Committees, Individual Directors, CEO & MDÂ and the Chairman.

For the year under review, M/s Ashish Karodia, Practising Company Secretaries, was engaged to receive theÂ responses of the Directors and consolidate/ analyse theÂ responses. As per Section 134(3) read with Rule 8(4) ofÂ the Companies (Accounts) Rules, 2014, the evaluationÂ is done by the Independent Directors of the Board forÂ the performance of the executive directors with specificÂ focus on the performance and effective functioning of theÂ Board and Individual Directors, areas of improvement forÂ the Directors and for the aforesaid purpose, IndependentÂ Directors of the Company have conducted their separateÂ meeting on May 18, 2023. The Board of Directors expressedÂ their satisfaction with the evaluation process.

Criteria for evaluation of Board as a whole

i. Â Â Â Board Composition & Quality;

ii. Â Â Â Board Meetings;

iii. Â Â Â Committees;

iv. Â Â Â Core Governance & Compliance; and

v. Â Â Â Risk Management.

Criteria for evaluation of Committees

i. Â Â Â Structure of committees;

ii. Â Â Â Appropriateness of delegation of responsibilities byÂ the Board to its committees;

iii. Â Â Â Composition of the committees;

iv. Â Â Â The meetings are conducted in a manner that ensuresÂ open communication and meaningful participation;

v. Â Â Â The amount of information received is appropriate forÂ discussion and decision making purposes;

vi. Â Â Â The reporting by each of the Committees to the BoardÂ is sufficient;

vii. Â Â Â Committees takes effective and proactive measuresÂ to perform its functions; and

viii. Â Â Â The frequency of the Committee meetings is adequateÂ Criteria for evaluation of Chairperson

i. Â Â Â Leadership; and

ii. Â Â Â Managing Relationships.

Criteria for evaluation of the Executive Directors

i. Â Â Â Strategy Formulation & Execution;

ii. Â Â Â Board Meetings;

iii. Â Â Â Interpersonal Skills;

iv. Â Â Â Leadership;

v. Â Â Â Diligence; and

vi. Â Â Â Knowledge & Expertise.

Criteria for evaluation of the Independent Directors

i. Â Â Â Knowledge & Expertise;

ii. Â Â Â Participation in Board Meetings;

iii. Â Â Â Interpersonal Skills;

iv. Â Â Â Professional Conduct & Independence;

v. Â Â Â Diligence;

vi. Â Â Â Roles & Responsibilities; and Disclosure & Reporting

Company's policy on remuneration of Directors, KMPs and other employees:

The Policy of the Company on remuneration of Directors, KMPs and other employees including criteria forÂ determining qualifications, positive attributes,Â independence of a Director and other matters providedÂ under section 178(3) of the Companies Act, 2013, isÂ available on our website, atÂ https://www.dilipbuildcon.Â com/wps/wcm/connect/98fcb883-de4d-47a7-8171-d580e14ed629/2.+Nomination+and+RemuÂ neration + Policy.pdf?MOD=AJPERES&CONVERT_Â TO=url&CACHEID=ROOTWORKSPACE-98fcb883-de4d-47a7-8171-d580e14ed629-o81ykFz

(d) Corporate Social Responsibility (CSR) Committee

CSR is commitment of the Company to improve the quality of life of the community and society at large and an initiativeÂ to assess and take responsibility for the company's effectsÂ on environment and social wellbeing. The CompanyÂ believes in undertaking business in such a way that it leadsÂ to overall development of all stakeholders and society.

Due to certain amendment in the Companies Act, 2013, the Company at its Board Meeting held on August 14, 2021 has

amended the Corporate Social Responsibility (CSR) Policy.

CSR Committee consists of the following persons and met 3 (Three) times during the Financial Year 2022-23 MayÂ 28, 2022, August 10, 2022 and November 12, 2022. TheÂ requisite quorum was present at all the Meetings.

The members of the Committee, Meetings and Attendance during the financial year 2022-23 are as under:

Sr. No.	Name of Directors	Designation	Number of meetingsÂ attended
1	Mr. Vijay Chhibber	Chairman -Independent Director	3 of 3
2	Ms. Ratna Dharashree Vishwanathan	Member -IndependentÂ woman Director	3 of 3
3	Mr. Ashwini Verma	Member -Independent Director	3 of 3
4	Mr. Dilip Suryavanshi	Member -Managing Director	3 of 3
5	Mr. Devendra Jain	Member -ManagingÂ Director & CEO	3 of 3

Mr. Abhishek Shrivastava, Company Secretary also acts as Secretary to the Committee.

CSR policy was adopted by the Board on the recommendation of CSR Committee. As per theÂ Rule 9 of Companies (CSR Policy) Rules, 2014, theÂ Corporate Social Responsibility Policy is availableÂ on the website of the Company at the followingÂ weblinkÂ https://www.dilipbuildcon.com/wps/wcm/connect/Â abc3afe3-7462-4b3a-974a-5b4276d5d060/5.+ CSR+Policy.Â pdf?MOD=AJPERES&CONVERT_Â TO=url&CACHEID=ROOTWORKSPACE-abc3afe3-7462-4b3a-974a-5b4276d5d060-o81zLcm

Report on Corporate Social Responsibility as per Rule 8 of

Companies (Corporate Social Responsibility policy) Rules,

2014 is prepared and same is annexed to the Board's Report asÂ Annexure - 2

Further, the Company at its Board meeting held on August

12,2022, has approved the CSR funds ofÂ 'Â 573.97 LakhsÂ to be spent in the FY 2022-23. The Board has approvedÂ the allocation of CSR fund ofÂ 'Â 477.90 Lakhs for6 on-going

projects under the CSR activities in its meeting held on November 14, 2022. The details of amount budgeted, spentÂ and unspent are included in the said report i.e.,AnnexureÂ - 2

(e) Group Governance Committee

The Group Governance Committee has been constituted by the Board of Directors of the Company and authorized

the committee to evaluate the Corporate Governance of unlisted subsidiaries of the Company with the compositionÂ of three Independent Directors.

Further, the Group Governance Committee has been reconstituted on August 12, 2022 to have fair, transparent, better Corporate Governance,better participation andÂ decision making in the group Governance committees.Â The Group Governance Committee consists of followingÂ persons and met 1 (One) time during the Financial YearÂ 2022-23 on November 12, 2022. The requisite quorumÂ was present at the Meeting. The details of the same areÂ as under:

Sr. No.	Name of Directors	Designation	Number of meetingsÂ attended
1.	Mr. Satish Chandra	Chairman -Independent Director	1 of 1
2	Dr. Amogh Kumar Gupta	Member- Independent Director	1 of 1
3	*Mr. Ashwini Verma	Member- Independent Director	0 of 1
4	**Mr. Vijay Chhibber	Member- Independent Director	1 of 1

*Ceased as a member on August 12, 2022.

**Appointed as a member on August 12, 2022.

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.

Brief description of terms of reference:

ii. Â Â Â Establish a Framework for evaluation of the CorporateÂ Governance of the unlisted Subsidiaries of the Company;

iii. Â Â Â Oversee & evaluate the performance and CorporateÂ Governance practices of the unlisted Subsidiaries of theÂ Company;

iv. Â Â Â Report any deviation to the Board;

v. Â Â Â To ensure mandatory disclosures are made to theÂ concerned authorities by the Subsidiaries Companies;

vi. Â Â Â To ensure that composition of Board of Directors andÂ Committees of subsidiaries are commensurate with theÂ Companies Act, 2013;

vii. Â Â Â To ensure role of the Board and Committees of subsidiariesÂ are clearly defined and they meet at suitable intervals;

viii. Â Â Â To monitor Subsidiary's Board effectiveness and its roles;

ix. Â Â Â To recommend such governance practices as may beÂ deemed fit to the unlisted subsidiaries upon gettingÂ approval of the Board on the same;

x. Â Â Â driving consistency in respect of governance andÂ regulatory conduct matters across the Group;

xi. Â Â Â overseeing compliance with the corporate governanceÂ principles, culture and ethical values of the Group in lineÂ with the Group's strategic priorities, including the provisionÂ of approvals where required;

xii. Â Â Â To assist in the compliance of regulatory requirements asÂ may be necessary for various authorities viz. Registrar ofÂ Companies, Ministry of Corporate Affairs, NHAI, MPRDC,

MHRDC, other Central, State and semi government organisations, Banks, Tax Authorities etc.

xiii. Â Â Â To review the operational and financial performance of theÂ Subsidiaries and if necessary, advise for the betterment.

(f) Risk Management

The Risk Management Committee has been constituted by the Board in accordance with Regulation 21 of SEBIÂ (LODR) Regulations, 2015. Further to inform you thatÂ the committee has been re-constituted by the Board onÂ August 12, 2022 to have fair, transparent, better CorporateÂ Governance, better participation and decision making inÂ the Risk Management committee.

The Risk Management Committee consists of following members and met 3 (Three) times during the Financial YearÂ 2022-23 on May 28, 2022, August 10, 2022 and NovemberÂ 16, 2022. The requisite quorum was present at all theÂ Meetings. The details of the same are as under:

Sr. No.	Name of Directors	Designation	Number of meetings attended
1.	Mr. Dilip Suryavanshi	Chairman - Managing Director	2 of 3
2	Mr. Devendra Jain	Member -Managing Director & CEO	3 of 3
3.	*Mr. Ashwini Verma	Member - Independent Director	2 of 3
4.	Mr. Malay Mukherjee	Member - Independent Director	3 of 3
5	**Mr. Satish Chandra Pandey	Member - Independent Director	1 of 3

*ceased as members w.e.f. 12.08.2022.

**Appointed as a member w.e.f 12.08.2022.

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary

to the Committee.

Brief description of terms of reference:

1. Â Â Â Laying down risk assessment plan, minimizationÂ procedures and informing the Board of the same;

2. Â Â Â Framing, implementing, reviewing and monitoring the riskÂ management plan for the Company; and

3. Â Â Â Performing such other activities as may be delegated byÂ the Board and/or are statutorily prescribed under the SEBIÂ (LODR) Regulations, 2015.

The Committee has formulated a Risk Assessment and Management Policy to create and protect shareholder'sÂ value by minimizing threats or losses and identifyingÂ and maximizing opportunities. Risk Management PolicyÂ of the Company outlines different kinds of risks and riskÂ mitigating measures to be adopted by the Board. TheÂ Company has adequate internal control systems andÂ procedures to combat the risk. The Risk Assessment andÂ Management Policy is available at weblink:Â https://www.Â dilipbuildcon.com/wps/wcm/connect/77701851-6b29-456a-8a39-ff59055cdfa6/1.Risk+Assesment+and+Management.Â pdf?MOD=AJPERES&CONVERT_Â TO=url&CACHEID=ROOTWORKSPACE-77701851-6b29-456a-8a39-ff59055cdfa6-oClLGJF

(g) Enquiry Committee for leak of Unpublished PriceÂ Sensitive Information

Pursuant to the amendments in SEBI (PIT) Regulations, 2018, the Company has also formulated Policy forÂ Procedure of Inquiry in case of Leak of UnpublishedÂ Price Sensitive Information and constituted an EnquiryÂ Committee to take appropriate action on becoming awareÂ of leak of unpublished price sensitive information and

The Members of the Committee are as under:
S. No.	Name of Members	Designation	Number of meetings attended
1.	Mr. Satish Chandra Pandey	Chairman- Member	1 of 1
2	#Mr. Raja Ghosh	Member	0 of 1
3	"Dr. Amogh Kumar Gupta	Member	1 of 1
4	*Mr. Bharat Singh	Member	1 of 1
5	$Mr. Devendra	Member	0 of 1

November 03,2022, February 18,2023, February 25,2023, M arch 04,2023,March 1 6,2023 and M arch 24,2023.TheÂ requisite quorum was present at all the Meetings.

The details of the meetings attended by the members are as under:

S. No.	Name of Directors/ Officers	Designation	No. of meeting attended
1	*Mr. Dilip Suryavanshi	Member -Chairman	10 out of 22
2	**Dr. Amogh Kumar Gupta	Member -Independent Director	22 out of 22
3	Mr. Bharat Singh	Member -President	22 out of 22
4	Mr. Karan Suryavanshi	Member-Head- Business Development	22 out of 22
5	Mr. Kundan K. Das	Member- AGM BusinessÂ Development	22 out of 22
6	Mr. Pradeep Suryavanshi	Member-Manager -Administration	22 out of 22

inform the Board promptly of such Leaks, inquiries and results of such inquiries.

The composition of Enquiry Committee for leak of Unpublished Price Sensitive information comprises ofÂ 3 (three) Members which include Managing Director,Â Chief Executive officer and Chief Financial Officer of theÂ Company.

The Company has not received any Complaint related to leak of unpublished price sensitive information of theÂ Company hence no meeting was held during the financialÂ year 2022-23. Further, the Company is intimating to theÂ Stock Exchanges regarding the price sensitive informationÂ on regular basis as per the SEBI (LODR) Regulations, 2015.

(h) Business Responsibility Committee

The Business Responsibility and sustainability Committee

had been constituted to authorize the committee to establish a Mechanism for Business Responsibility, overseeÂ its implementation, to make any changes / modifications,Â as may be required, from time to time and to review andÂ recommend the Business Responsibility and sustainabilityÂ report to the Board for its approval. The Company at itsÂ Board meeting held on May 30, 2022 has re-constitutedÂ the Business Responsibility Committee which consist ofÂ the following members:

S. No.	Name of Directors/ Officers	Designation
1	Mr. Satish Chandra Pandey	Chairman
2	Mr. Bharat Singh	Member
3	Dr. Amogh Kumar Gupta	Member
Note: Dr. Amogh Kumar Gupta was appointed as member and Mr. Raja Ghosh ceased to a member of the committee w.e.f. MayÂ 30, 2022
Further, the Board has again re-constituted the committee on August 12, 2022,consist of the following members:
S. No	Members of the Committee	Designation
1	Mr. Satish Chandra Pandey	Chairman
2	Mr. Amogh Kumar Gupta	Member
3	Mr. Devendra Jain	Member

The Committee met 1 (One) time during the Financial Year 202223 on August 10, 2022. The requisite quorum was present at all the Meetings.

# ceased as a member on May 30, 2022.

"appointed as a member on May 30, 2022.

*ceased as a member on August 12, 2022.

$ appointed as a member on August 12, 2022.

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.

The terms of reference of the Business Responsibility Committee of the Company inter alia includes the following:

i. Â Â Â Establish a Framework for Business Responsibility and

sustainability report;

ii. Â Â Â Oversee the implementation of the framework for BusinessÂ Responsibility and sustainability report and to make anyÂ changes / modifications, as may be required, from time toÂ time;

iii. Â Â Â Report any deviation to the Board;

iv. Â Â Â To review and recommend the Business Responsibility andÂ Sustainability Report (BRSR) to the Board for its approval;

and

v. Â Â Â Establish a grievance redressaL system for BusinessÂ Responsibility and Sustainability.

(i) Borrowing Committee

The Board constituted the Borrowing Committee to negotiate, finalise and approve the proposals forÂ borrowings from various Banks, Financial Institutions andÂ the Finance Companies. Further the borrowing committeeÂ has been re-constituted at the Board meeting held onÂ August 12, 2022. The borrowing Committee consist ofÂ the following members and met 22 (Twenty Two) timesÂ during the Financial Year 2022-23 on April 07,2022, April

12.2022, Â Â Â May 12,2022, May 28,2022, June 06,2022, June

20.2022, Â Â Â June 23,2022, July 04,2022, July 13,2022, July

27.2022, Â Â Â August 12,2022, August 16,2022, August 29,2022,Â September 14,2022, September 27,2022, October 26,2022,

*ceased as a Chairman and member on August 12, 2022. **Appointed as a chairman on August 12, 2022.

Further the Company has changed the terms of reference of the Borrowing committee passed through circular resolutionÂ dated March 24, 2023. The terms of reference of the BorrowingÂ Committee of the Company includes the following:

a) Â Â Â the borrowing committee be and is hereby authorisedÂ to negotiate, finalise and approve the proposals forÂ borrowings, Bank Guarantees including lease facility forÂ procurement of assets on lease basis from various Banks,Â Financial Institution and the Finance Companies and theÂ terms and conditions of such borrowings, Bank GuaranteesÂ and lease facility, provided that the said committee mayÂ approve the proposals for borrowings, Bank GuaranteesÂ and lease facility up toÂ 'Â 15,000 Crores (Rupees FifteenÂ Thousand Crores only) put together with the exitingÂ borrowing at any one point of time;

b) Â Â Â to provide Corporate or any other type of guarantee,Â undertakings, security(ies) (in the form of pledge of sharesÂ or otherwise), indemnity(ies) in favour of any persons, otherÂ body corporates, lenders, /security trustee in connectionÂ with the loans to be availed for the execution of the ProjectÂ in the SPVs Company (ies), including the subsidiary andÂ associate concerns or otherwise as the case may beÂ without any specific limit;

c) Â Â Â the committee be and is hereby authorized to appointÂ any one or more official(s) of the company as Authorized

Signatory(ies) to execute and sign all the agreements, security documents and other necessary documentsÂ including any amendment to the executed documents withÂ the concerned Banks or Financial Institutions or FinanceÂ Companies, lenders, security trustees as may be requiredÂ by them in their prescribed format or otherwise and toÂ perform all other acts, deeds for and on behalf of theÂ Company as may be required to avail the facility;

d) Â Â Â the Common Seal of the Company, if required, be affixedÂ to any Undertakings, Agreements, Deeds and any otherÂ document as may be required to be executed under theÂ Common Seal of the Company for the purposes statedÂ above, in the presence of any one of the above-mentionedÂ authorized officials who shall sign the same in tokenÂ thereof;

e) Â Â Â in absence of the Chairman, the members of the committeeÂ shall elect the Chairman amongst themselves;

f) Â Â Â the Company Secretary of the Company shall act asÂ the Secretary of the Committee and CFO shall be theÂ permanent invitee for assistance to the Committee;

g) Â Â Â the Board do hereby agree to confirm/ratify all the businessÂ transacted or approved by the Committee from time toÂ time and a copy of the minute book of the committee beÂ placed before the Board at the subsequent Board meetingÂ to consider and take on record the same;

h) Â Â Â the Borrowing Committee be and is hereby authorisedÂ to provide security on the assets of the Company and toÂ create charge on them as they may consider appropriateÂ from time to time and to file Form for registration andÂ satisfaction of Charge with ROC, Gwalior.

(j) Business Development and Administration Committee

The Board constituted the Business Development and Administration Committee to take decisions regarding theÂ day-to-day business operations of the Company. FurtherÂ the said committee has been re-constituted at the BoardÂ meeting held on May 30, 2022 in order to have un-biased/Â fair decision, better corporate governance and smoothÂ transaction of business operation. Now, the BusinessÂ Development and Administration Committee consist of theÂ following members:

S. No	Name of Members	Designation
1	Mr. Dilip Suryavanshi	Chairman- Managing Director
2	Mr. Devendra Jain	Member -Managing Director & CEO
3	Mr. Kundan K. Das	Member-AGM Business Development
4	Mr. Ashwini Verma	Member- Independent Director

Again the Board at its meeting held on August 12, 2022 has re-constituted the committee consist of the following members are as under :
S. No		Members of the Committee		Designation
1		Mr. Dilip Suryavanshi		Chairman
2		Mr. Devendra Jain		Member
3		Mr. Kundan K. Das		Member
4		Dr. Amogh Gupta		Member
Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.
The Business Development and Administration Committee consist of the following members and met 14 (Fourteen)Â times during the Financial Year 2022-23 on April,04, 2022,Â April 09,2022, May 04, 2022, May 11, 2022, May 25, 2022,Â July 26, 2022, September 22, 2022, October 22, 2022,Â November 09, 2022, November 26, 2022, DecemberÂ 13, 2022, January 02, 2023, February 21, 2023 andÂ March 06, 2023.
etail	of the meetings attended by the members are as under:
S. No.	Name of Directors/ Officers		Designation		No. of meetingÂ attended
1	Mr. Dilip Suryavanshi		Member- Chairman		14 of 14
2	Mr. Devendra Jain		Member		14 of 14
3	Mr. Kundan K. Das		Member		14 of 14
4	Mr. Ashwini Verma *		Member		1 of 14
5	#Dr. Amogh Kumar Gupta		Member		8 of 14

*appointed as a member on May 30, 2022 and ceased as a member on August 12, 2022.

# appointed as a member on August 12, 2022.

Brief description of terms of reference:

1. Â Â Â To approve, finalize the terms and conditions of theÂ proposals/projects/bid application, Joint Venture

Agreement, and other documents and writings as may be required for processing and finalizing the applications forÂ making bids for the projects.

2. Â Â Â to authorize any officer of the company, consultant, agent,Â authorized official of joint venture partner of the companyÂ or any other person to sign and submit all applications,Â bids, Agreements, and other documents and writings andÂ to participate in Pre-applications and other conferenceÂ and to provide information to the Authority, to sign andÂ execute all contracts including the Concession Agreement

and undertaking consequent to acceptance of above-mentioned bid.

3. Â Â Â To approve and provide any of the undertakings, resolutionsÂ and other related documents in respect of the projectsÂ awarded to the Company and authorize any person to signÂ and submit the same with the concerned authorities.

4. Â Â Â Approval of any other matter that is deemed necessary inÂ respect of execution of any project and to carry out and toÂ do all such acts, deeds and things required in connectionÂ therewith.

5. Â Â Â To approve and transact routine administrative matters;

6. Â Â Â To review the operations of the Company in general;

7. Â Â Â To authorize opening and closing of bank accounts or any

other banking requirement;

8. Â Â Â To authorize additions/deletions to the signatories

pertaining to banking transactions which includes letter of credit facility, Bill Discounting, Line of Credit;

9. Â Â Â To approve donations as per the policy approved by theÂ Board; if any,

10. Â Â Â To delegate authority to the Company's official(s) to

represent the Company at various courts, government authorities and so on for the following matters:

a) Â Â Â To demand, receive, recover, accept, exercise or utilize anyÂ claim, things, right, or any object to which the Company isÂ entitled and/or to deposit, make and give receipts, dues.Â To take and/or deliver the possession of Project's 'Right ofÂ Way/Site and lease hold property/assets for and on behalfÂ of Company;

b) Â Â Â To appear, represent, dispose and record statement, makeÂ and move application for and on behalf of the companyÂ and authorized to make sign, execute, verify and registerÂ various applications, papers, documents, statements,Â on company's behalf and authority to deposit amountÂ incidental thereto and as may be required to submit beforeÂ any lawful authority, Central and State GovernmentÂ Department (individually "Authority" and collectivelyÂ Authoritiesâ) and any Agency;

c) Â Â Â Any other agreements, joint memorandum, containingÂ inventory of site, documents, or instruments that areÂ require to be entered with any or all "Authority" and to doÂ all incidental acts things and deeds of whatsoever natureÂ in relation to the project Activity (ies);

d) Â Â Â Authority to collect and/or submit documents or produce/Â receive the documentary evidence, measurement book,

bill payment and/or to receive from any Government Departments, Authority Agency having authority in relationÂ to the projects of the Company;

e) Â Â Â To do all such other acts, matters and things necessaryÂ filing for contractual obligations on behalf of CompanyÂ and to safeguard the legal interest of the company in anyÂ manner whatsoever including reference(s) of dispute toÂ authority and/or Arbitration in relation to any projects;

f) Â Â Â To appear, act and depose on behalf of the company beforeÂ any High Court or before any Commission, Tribunal, Police

Authorities or any other forum having jurisdiction;

g) Â Â Â To make, sign, execute, verify and register variousÂ pleadings, applications, counter/rejoinder, affidavits,Â papers, documents, appeal, revision, writ petitions, writtenÂ statements, reply, complaints, affidavit etc. before theÂ authorities;

h) Â Â Â To file or cause to be filed; any civil suit for recovery ofÂ monies due to the company or for any other relief or file/Â withdraw/settle/compromise the appropriate civil actionsÂ under appropriate provisions of the relevant laws;

i) Â Â Â To sign the Vakalatnama authorizing the counsel toÂ initiate and maintain all such legal proceeding and makeÂ statement and be present before the authorities on behalfÂ of the company as and when required;

j) Â Â Â To provide necessary documents required in the court ofÂ law;

k) Â Â Â To review and follow up on the action taken on theÂ Committees decisions;

l) Â Â Â To review, propose and monitor annual budget if any,Â subject to the ratification of the Board; and

m) Â Â Â To attend to any other responsibility as may be entrustedÂ by the Board within the terms of reference.

(k) Lending & Investment Committee

The Board constituted Lending & Investment Committee to delegate its power to invest the funds of the Company andÂ to grant loans, provide guarantee and security. In orderÂ to have fair, transparent, better corporate governance andÂ for better participation and decision making, the Board atÂ its meeting held on August 12, 2022 has re-constituted theÂ Lending and Investment committees.

The Committee consist of the following members and met Eight (8) times during the Financial Year 2022-23 May

17, 2022, August 24, 2022, October 26, 2022, October 29, 2022, November 19, 2022, November 28, 2022, DecemberÂ 20, 2022 and February 07, 2023. The requisite quorumÂ was present at all the Meetings.

S. No.	Name of Directors/ Officers	Designation	No. of meeting attended
1	Mr. DilipSuryavanshi	Member -Chairman	8 of 8
2	*Mr. Devendra Jain	Member	0 of 1
3	*Mr.Satish Chandra Pandey	Member	1 of 1
4	#Mr. Ashwini Verma	Member	7 of 8
5	Dr. Amogh Kumar Gupta	Member	8 of 8

*Ceased as a members w.e.f. August 12, 2022.

#appointed as a member w.e.f. August 12, 2022.

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary.

Further the Company has changed the terms of reference of the Lending and Investment committee passed throughÂ circular resolution dated March 24, 2023. The terms ofÂ reference of the Lending and Investment committee of theÂ Company includes the following:

a) Â Â Â to make investment or acquisition by way of subscription,Â purchase or otherwise, securities of any other Company/Â ies or body corporate without any specific limit;

b) Â Â Â to give specific approval/confirmation/undertaking onÂ behalf of the Company to the authority/ies for makingÂ 100% Investment /acquisition by way of subscription,Â purchase or otherwise, securities of any other Company/Â ies or body corporate, as per the requirements of theÂ tender/bid documents, as invited by the various authority/Â ies, or any other specific requirements of the tender/bidÂ issuing authority/ies;

c) Â Â Â to give any loan to any person or other body corporate,Â including the subsidiary and associate concerns orÂ otherwise as the case may be provided that such loan toÂ each person or body corporate including the subsidiaryÂ and associate concerns or otherwise as the case may beÂ without any specific limit.

d) Â Â Â to consider and decide the requirement for incorporation ofÂ a new subsidiary company, an authority to make such initialÂ contribution in the share capital and further investment inÂ such new company and to nominate the signatory (ies) andÂ directors for and on behalf of the Company;

e) Â Â Â to consider and decide the requirement for acquiring anyÂ shares of anybody corporate or becoming partner in anyÂ of the Joint venture/LLP/Partnership firm and to nominateÂ for appointment of the authorized representative, to giveÂ authority for the Banking operation and to give authorityÂ for any project on behalf the Company.

(l) Prevention of Sexual Exploitation, Abuse and Harassment Committee

The Prevention of Sexual. Exploitation, Abuse and Harassment Committee has been formulated by the BoardÂ of Directors of the Company. The aim of the said policyÂ to provide all employees a safe environment to workÂ together having free from sexual exploitation, abuse andÂ harassment. This policy envisages zero tolerance againstÂ Sexual Abuse, Exploitation and Harassment relating toÂ all employees (permanent, temporary, contractual, partÂ time, trainees, contractor and casual workers), and otherÂ individual, entities interacting with DBL, and also haveÂ the right to be treated with dignity. The Members of theÂ Committee are as under and met 1 (One) time during theÂ Financial Year 2022-23 on May 28, 2022. The requisiteÂ quorum was present at all the Meetings.

S. No	Name of Members	Designation	Number of meetingÂ attended
1	Dr. Ajay Mehta (NGO)	Chairman	1 of 1
2	Uma Soni	Member	1 of 1
3	Kirti Shrivastava	Member	1 of 1
4	Raja Ghosh	Member	1 of 1
5	KamalakantaMahakul	Member (HR)	1 of 1
6	Tanya Dixit	Member	1 of 1
7	Sambedna Jain	Secretary of the Committee	1 of 1
Mrs. Sambedna Jain, act as a Secretary to the Committee.

Particulars of contracts or arrangements with related parties referred to Section 188(1):

All transactions entered with Related Parties for the year under review were entered on arm's length basis and in the ordinaryÂ course of business and the provisions of Section 188(1) of theÂ Companies Act, 2013 and the Rules made thereunder were notÂ attracted.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014 and the same is annexed to the Board's Report asÂ Annexure-3

As per the provisions of regulation 23 of SEBI (LODR), Regulation

2015, all Related Party Transactions are placed before the Audit Committee for approval. The Company has a processÂ in place to periodically review and monitor Related PartyÂ Transactions. Omnibus approval was obtained on a yearly basisÂ for transactions which are of repetitive nature. All the relatedÂ party transactions were in the ordinary course of business andÂ at arm's length.

f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable lawsÂ and that such systems were adequate and operatingÂ effectively.

Internal Control System and their Adequacy

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures.Â The Company's internal control system is commensurate withÂ its size, scale and complexities of its operations. The internal andÂ operational audit is entrusted to M/s Sunil Saraf & Associates,Â a reputed firm of Chartered Accountants. The main thrust ofÂ internal audit is to test and review controls, appraisal of risksÂ and business processes, besides benchmarking controls withÂ best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systemsÂ and suggests improvements to strengthen the same. TheÂ Company has a robust Management Information System, whichÂ is an integral part of the control mechanism.

To maintain its objectivity and independence, the Internal Audit Function reports to the Chairman of the Audit committee.

Risk management

Risk management is embedded in your Company's operating framework. Pro-active Risk Management has been identifiedÂ as a key strategic initiative to ensure sustainable growth. RiskÂ Management is an integral part of the overall governanceÂ process to identify, segregate, mitigate, control and monitorÂ various risks at business, prospect and operational levels. SomeÂ of the risks that may arise to the Company are explained here:

The Company is exposed to market risk, credit risk, liquidity risk, regulatory risk, human resource risk and commodity price risk.

(a) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because ofÂ changes in market prices. Market risk comprises threeÂ types of risk interest rate risk, currency risk and other priceÂ risk such as equity price risk and commodity risk. FinancialÂ instruments affected by market risk include borrowings,Â trade and other payables, security deposit, trade andÂ other receivables, deposits with banks etc. The Company'sÂ activities exposed to interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate becauseÂ of changes in market interest rates. The CompanyÂ dynamically manages interest rate risks through a mixÂ of fund-raising products and investment products across

The Audit Committee and the Board have approved the Related Party Transactions Policy and the same has beenÂ placed on the Company's website at the following weblinkÂ https://www.dilipbuildcon.com/wps/wcm/connect/82561153-b3e3-4943-b574-fa6bad71e3d2/7. + Policy + on + RelatedÂ + Party+Transactions.pdf?MOD=AJPERES&CONVERT_Â TO=url&CACHEID=ROOTWORKSPACE-82561153-b3e3-4943-b574-fa6bad71e3d2-o81AiKD

Related Party Disclosures

Disclosures of Loans and advances in the nature of loans to Subsidiaries/Associates/others by name and amount at theÂ year end and the maximum amount of loans outstanding duringÂ the year has been disclosed in Notes 4 and 29 to the StandaloneÂ Financial Statements. The said disclosures are also given in theÂ Financial Statements of Subsidiary/ Associate Companies.

Particulars of employees

Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (AppointmentÂ and Remuneration of Managerial Personnel) Rules, 2014Â respectively, is annexed to the Board's report asÂ Annexure-4Â Directors' Responsibility Statement

Pursuant to the requirement under clause C of sub-section (3) of Section 134 of the Companies Act, 2013, with respect to theÂ Directors' Responsibility Statement, the Directors confirmedÂ that:

a) Â Â Â in the preparation of the annual accounts, the applicableÂ accounting standards had been followed along with properÂ explanation relating to material departures;

b) Â Â Â the directors had selected such accounting policies andÂ applied them consistently and made judgments andÂ estimates that are reasonable and prudent so as to giveÂ a true and fair view of the state of affairs of the companyÂ at the end of the Financial Year and of the profit of theÂ company for that period;

c) Â Â Â the directors had taken proper and sufficient care for theÂ maintenance of adequate accounting records in accordanceÂ with the provisions of this Act for safeguarding the assetsÂ of the Company and for preventing and detecting fraudÂ and other irregularities;

d) Â Â Â that the directors had prepared the annual accounts for theÂ Financial Year ended March 31, 2023 on a going concernÂ basis;

e) Â Â Â that the directors had laid down internal financial controlsÂ to be followed by the Company and that such internalÂ financial controls are adequate and were operatingÂ effectively; andÂ maturity profiles and currencies within a robust riskÂ management framework.

The sensitivity analysis for interest rate risk has been mentioned in Note 33 of standalone financial statementsÂ and consolidated financial statements being part of thisÂ Annual Report.

(b) Â Â Â Credit Risk

Credit risk on trade receivables and unbilled work-inprogress is limited as the customers of the Company mainly consists of the government promoted entitiesÂ having a strong credit worthiness. For other customers,Â the Company uses a provision matrix to compute theÂ expected credit loss allowance for trade receivables andÂ unbilled work-in-progress. The provision matrix takesÂ into account available external and internal credit riskÂ factors such as credit ratings from credit rating agencies,Â financial condition, ageing of accounts receivable and theÂ Company's historical experience for customers.

Liquidity risk is the risk that the Company may not be able

to meet its present and future cash flow and collateral obligations without incurring unacceptable losses. TheÂ Company constantly monitors the liquidity levels, economicÂ and capital market conditions and maintains access to theÂ lowest cost means of sourcing liquidity through bankingÂ lines, trade finance and capital markets.

(d) Â Â Â Regulatory Risk

The Company is exposed to risks attached to various statutes, laws and regulations. The Company is mitigatingÂ these risks through regular review of legal compliancesÂ carried out through internal control and audits.

(e) Â Â Â Human Resource Risk

Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated variousÂ measures including training and integration of learningÂ and development activities. The Company has formulatedÂ various schemes in the interest of the employees i.e. DBLÂ Employees Voluntary Benevolent Fund Scheme, Camp &Â Accommodation with various modern amenities, Free ChildÂ Education Policy for Drivers & Operators, One Lakh GiftÂ Policy for Daughters marriage of Drivers/ Operators, BestÂ Drivers & Machine Operator Award.

(f) Â Â Â Commodity Price Risk

The company is exposed to the risk of price fluctuations of Raw materials required for their road projects such asÂ Bitumen, Cement, Steel (Iron & Steel), Crushed Stone, etc.

The company proactively manages these risks through forward booking, inventory management and proactiveÂ vendor development practices. The risk of price fluctuationsÂ in commodities is also mitigated to certain extend based onÂ the price escalation clause included in the contracts withÂ the customers.

Environment and Safety

The Company is conscious of the importance of clean environment and safe operations. The Company'sÂ policy requires conduct of operations in such mannerÂ so as to ensure safety of all concerned, compliances ofÂ environmental.

Disclosures Prevention of Sexual Exploitation, Abuse and Harassment Committee

The Prevention of Sexual Exploitation, Abuse and Harassment Committee has been formulated by the Board of Directors of theÂ Company. The aim of the said policy to provide all employeesÂ a safe environment to work together having free from sexualÂ exploitation, abuse and harassment . This policy envisages zeroÂ tolerance against Sexual Abuse, Exploitation and HarassmentÂ relating to all employees (permanent, temporary, contractual,Â part time, trainees, contractor and casual workers), and otherÂ individual, entities interacting with DBL. Internal ComplaintsÂ Committee (ICC) has been set up to redress complaints receivedÂ regarding sexual harassment. All employees (permanent,Â contractual, temporary, trainees) are covered under this policy.

The Company has zero tolerance for sexual exploitation, abuse and harassment at workplace. During the Financial Year endedÂ March 31, 2023, the Company has not received any ComplaintsÂ pertaining to Sexual Harassment.

Cautionary Statement

Statements in this Board's Report and Management Discussion and Analysis describing the Company's objectives, projections,Â estimates, expectations or predictions may be "forward-lookingÂ statements" within the meaning of applicable securities lawsÂ and regulations. Actual results could differ materially fromÂ those expressed or implied. Important factors that could makeÂ difference to the Company's operations include raw materialÂ availability and its prices, cyclical demand and pricing inÂ the Company's principle markets, changes in GovernmentÂ regulations, Tax regimes, economic developments in the CountryÂ and other ancillary factors.

Acknowledgements

The Company is grateful to its customers, shareholders, debentureholders, suppliers, financial institutions, bankers,

Central and State Governments and all the regulatory authorities for their constant support to the Company. TheÂ Directors also place on record their deep appreciation of theÂ contribution made by employees at all levels, the consistentÂ growth of the Company was made possible by their hard work,Â loyalty, dedication, co-ordination and support.

Mar 31, 2021

The Directors have pleasure in presenting their 15^thÂ Annual Report on the business and operations along with the audited financial statements of the Company for the Financial Year ended March 31, 2021.

Financial Results

The summary of the Standalone and Consolidated performance are set out below:

(Rs.In Lakhs)
Â	Standalone		Consolidated
Particulars	Year ended March 31, 2021	Year ended March 31, 2020	Year ended March 31, 2021	Year ended March 31, 2020
Gross Revenue	9,23,799.64	9,01,510.55	10,21,049.56	9,76,255.28
Total expenses	8,73,322.52	8,44,859.75	9,65,617.11	9,26,346.11
Profit before exceptional items & tax	50,477.12	56,650.80	55,432.45	49,909.17
Exceptional items	-	893.40	3,212.69	6,985.94
Profit / (loss) before tax	50,477.12	57,544.20	58,645.14	56,895.11
Tax expenses:	Â	Â	Â	Â
Current tax	20,473.23	18,133.21	20,765.92	19,935.28
Deferred tax	(1,925.42)	(3,301.53)	(2,440.29)	(3,729.48)
Income tax for earlier years	-	215.01	(1,513.62)	215.01
Profit for the year from continuing operations	31,929.30	42,497.51	41,833.13	40,474.30
Share of Profit/(loss) of Associates	-	-	1,821.48	67.31
Profit for the Year	31,929.30	42,497.51	43,654.61	40,541.61
Other comprehensive income	Â	Â	Â	Â
Items that will not be reclassified to profit or loss (Net of Taxes)	559.32	173.43	559.32	178.23
Total Comprehensive Income for the year	32,488.62	42,670.94	44,213.93	40,719.84
Total Comprehensive Income for the year attributable to Parent	32,488.62	42,670.94	27,218.51	35,954.42
Add: Balance in Profit and Loss Account (Adjusted) Parent	2,89,627.65	2,49,470.76	2,40,341.45	2,09,626.84
Sub Total (Parent)	3,22,116.27	2,92,141.70	2,67,559.96	2,45,581.26
Less: Appropriation	Â	Â	Â	Â
Dividend	1,367.70	1,367.70	1,367.70	1,367.70
Tax on Dividend	-	281.13	-	281.13
On account of acquisition of shares	-	-	-	185.26
Impact of Ind AS 116	-	865.23	-	865.23
Loan Redemption Reserve	-	-	1,810.00	2,817.79
Others	-	-	-	(277.30)
Closing Balance Attributable to Equity holders of the Parent	3,20,748.57	2,89,627.64	2,64,382.26	2,40,341.45
Total Comprehensive Income for the year attributable to NCI	-	-	16,995.42	4,765.42
Add: Balance in Profit and Loss Account (Adjusted) NCI	-	-	16,223.77	2,882.23
Sub Total (NCI)	-	-	33,219.19	7,647.65
Less: Appropriation	Â	Â	Â	Â
On account of sale of stake in subsidiaries	-	-	(4,053.24 )	(8576.12)
Closing Balance Attributable to Equity holders of the NCI	-	-	37,272.43	16,223.77

Note: The above mentioned figures are rounded off to two decimal points.

Company initiatives and response to Covid-19 Situation

The COVID-19 pandemic has emerged as a global challenge, creating disruption across the world. The physical and emotionalÂ wellbeing of employees continues to be a top priority for theÂ Company, with several initiatives to support employees andÂ their families during the pandemic. The Company has investedÂ in setting up Covid Care Centers at various project locations andÂ has also extended counselling and self-help services providingÂ mental & emotional support to employees. For more details,Â kindly refer page no. 39 of the Annual report.

Financial Performance

During the year under review, your Company reported a revenue increase of 2.5% over the previous year. At StandaloneÂ level, the Revenue from Operations amounted to ' 9,20,891.68Â Lakhs as against ' 8,98,381.59 Lakhs in the previous year.Â The Profit before Tax amounted to ' 50,477.12 Lakhs as againstÂ ' 57,544.20 Lakhs in the previous year. The Net Profit for theÂ year amounted to ' 31,929.30 Lakhs as against ' 42,497.51Â Lakhs reported in the previous year and Total ComprehensiveÂ Income for the year amounted to ' 32,488.62 Lakhs as againstÂ ' 42,670.94 Lakhs in the previous year.

The Consolidated Revenue from Operations amounted to ' 10,16,828.20 Lakhs as against ' 9,72,488.65 Lakhs in theÂ previous year, registering a growth of 4.6%. The ConsolidatedÂ Profit before Tax amounted to ' 58,645.14 Lakhs as against 'Â 56,895.11 Lakhs in the previous year. The Consolidated Net ProfitÂ after Tax amounted to ' 43,654.61 Lakhs as against ' 40,541.61Â Lakhs in previous year and Total Comprehensive Income for theÂ year amounted to ' 44,213.94 Lakhs as against ' 40,719.84Â Lakhs in previous year.

Dividend

Your Directors have recommended a dividend of ' 1/- (Rupee One) i.e. 10% per equity share of Face Value ' 10.00 (RupeesÂ Ten only) each (previous year ' 1 per equity share i.e. 10% onÂ the equity share of ' 10/- each) for the Financial Year 2020-21Â subject to the TDS as may be applicable. The dividend paymentÂ is subject to the approval of members at the ensuing AnnualÂ General Meeting and will be paid to those members whoseÂ names appear in the Company's Register of Members and toÂ those persons whose names appear as beneficial owners as perÂ the details to be furnished by National Securities DepositoryÂ Limited (NSDL) and Central Depository Services (India) Limited.Â (CDSL) as on the date of book closure and shall be paid withinÂ the period of 30 days from the date of declaration at the AnnualÂ General Meeting.

Pursuant to Regulation 43A of the SEBI (LODR) Regulations,

2015, your company is falling under the top five hundred listed entities based on market capitalization and required toÂ formulate a Dividend Distribution Policy. Due to changes inÂ the SEBI (LODR) regulations, 2015, the Company at its Board

meeting held on August 14, 2021 has made certain amendments in the Dividend Distribution Policy. The Board has approved andÂ adopted the amended Dividend Distribution Policy and the sameÂ is available on the Company's website atÂ www.dilipbuildcon.Â com. The Policy is also annexed herewith asÂ Annexure-1Â to theÂ Board's Report. The dividend pay-out is in accordance with theÂ Company's Dividend Distribution Policy.

Business Operations:

Overview

DBL is a large road construction company with capabilities in roads, bridges, mining excavation, dams, canals, metroÂ rail viaducts, airports, industrial, commercial, and residentialÂ buildings, with a presence in 19 states and 1 union territory inÂ India. As on March 31, 2021, DBL had completed the constructionÂ of 135 projects across 16 states in India, out of which 127 are roadÂ projects with an aggregate length of approximately 17,741.65Â Lane kms. DBL's achievements are attributable to a combinationÂ of factors, including our ability to successfully execute our EPCÂ projects earlier than scheduled. DBL's focus on geographicallyÂ clustering of projects for efficiency and profitability, substantialÂ investment in, and efficient use of construction equipmentÂ bank, and backward integration through in-house production ofÂ structural parts used in projects.

DBL specializes in constructing state and National Highways, city roads, culverts and bridges. As a result of the naturalÂ growth of road construction business and rising opportunitiesÂ in new business areas, DBL has expanded into irrigation, miningÂ excavation, airports and metro rail viaduct businesses. DBL'sÂ business comprises: (i) construction business, under which DBLÂ undertake road, irrigation, airport, metro rail viaduct and miningÂ excavation projects on an EPC basis; and (ii) infrastructureÂ maintenance and operations business, under which DBLÂ undertake maintenance and operation of BOT road projects.

As of March 31, 2021, DBL had an order book of ' 27,14,143 Lakhs, consisting of 8 road EPC projects, 21 road BOT projects, 3

irrigation project, 5 mining excavation projects, 5 special bridge projects, 3 tunnel project, 2 metro rail viaduct projects and 1Â airport projects.

As of March 31, 2021, DBL owned a modern equipment fleet of 12,746 vehicles and other construction equipment from someÂ of the world's leading suppliers, such as Schwing Stetter IndiaÂ Private Limited, Metso India Private Limited, Wirtgen IndiaÂ Private Limited, GMMCO Limited, Volvo Group India PrivateÂ Limited, Atlas Copco India Limited, Ashok Leyland Limited,Â Sandvik Mining and Construction OY and Casagrande S P A . DBLÂ is one of the largest employers in construction industry in IndiaÂ and employed 34,262 employees as of March 31, 2021.

explore the opportunities in this area created by the increased focus of the Central and the State Governments on agriculture.Â As of March 31, 2021, DBL has completed 3 EPC irrigation projectsÂ and has 3 ongoing EPC irrigation projects. Order book for the

irrigation projects amounted to ' 4,66,497 Lakhs, accounting for 17% of total order book, as of March 31, 2021. DBL's revenueÂ from the irrigation business has grown significantly by 6x fromÂ ' 5,383 Lakhs in the financial year 2019-20 to ' 38,884 LakhsÂ in the financial year 2020-21.

ROAD INFRASTRUCTURE MAINTENANCE AND TOLL OPERATION BUSINESS:

In road infrastructure maintenance and toll operation business, DBL maintain roads and highways and conduct toll operationsÂ of BOT projects. As of March 31, 2021, DBL had completed 25

projects to talling 4,648.72 Lane kms. These completed BOT projects include projects undertaken on various public privateÂ partnership models, such as on a (i) hybrid annuity basis -where the GoI shares a portion of the total cost of the projectÂ and the source of revenue is the fixed amount that the relevantÂ government agency pays us for building and maintaining theÂ roads on an annual basis, (ii) purely toll basis - where the onlyÂ source of revenue is the toll chargeable on vehicles using theÂ road, (iii) purely annuity basis - where the only source of revenueÂ is the fixed amount that the relevant government agency paysÂ us for building and maintaining the roads on an annual basis,Â and (iv) toll plus annuity basis - where the source of revenueÂ includes the toll chargeable on vehicles using the road andÂ the fixed amount that the relevant government agency paysÂ us for building and maintaining the roads on an annual basis.Â Due to the annuity component in our operational BOT projects,Â income is assured to the extent of the annuities to be collectedÂ during each financial year under the relevant concessions, thusÂ reducing the risk of income fluctuations resulting from trafficÂ pattern changes.

As of March 31, 2021, DBL has a portfolio of 47 BOT projects, of

which 25 have been completed and the remaining 22 projects are under-construction. The 25 completed BOT projects includeÂ projects undertaken on hybrid annuity basis, toll basis, annuityÂ basis and annuity plus toll basis. The 22 under construction BOTÂ projects are all being undertaken on a hybrid annuity basis.

During the financial year 2019-20, DBL has further divested 5 under construction BOT projects undertaken on hybrid annuityÂ basis by entering share purchase and shareholders agreement

with Cube Highways and Infrastructure III Pte Limited (Cube).

Construction Business:Roads & Special Bridges:

In roads and bridges construction business, DBL mainly design, construct and maintain roads, bridges and highways pursuant to

EPC contracts and BOT contracts awarded. DBL has recognized revenue of ' 7,65,227 Lakhs and ' 7,78,313 Lakhs in the financialÂ year 2020-21 and 2019-20 respectively. As of March 31, 2021,Â DBL has completed 127 road and bridge projects in 14 states. AsÂ of March 31, 2021, DBL has a total of 32 ongoing road and bridgeÂ projects in 12 Indian states and order book for these road andÂ bridge projects amounted to ' 18,00,712 Lakhs, accounting forÂ 66% of total order book.

Mining Projects:

In mining excavation business, DBL undertake overburden removal and excavation at coal mines. DBL diversified into this

business in the financial year 2015-16 to exploit core experience of bulk material handling and high-volume excavation and

earthwork and existing equipment, which DBL handled in roads and bridges construction business. As of March 31, 2021, DBL

has completed 3 mining excavation project and has 5 ongoing mining excavation projects. Order book for these miningÂ excavation projects amounted to ' 4,03,027 Lakhs, accountingÂ for 15% of total order book, as of March 31, 2021. DBL's revenueÂ from the mining excavation business has decreased by 18%Â from ' 96,816 Lakhs in the financial year 2019-20 to ' 79,438Â Lakhs in the financial year 2020-21.

Metro Rail Viaduct & Airports:

DBL diversified into metro rail viaduct business in the financial year 2018-19. DBL undertake the design and construction of

elevated viaducts for metro rail projects. As of March 31, 2021, DBL has 2 ongoing metro rail projects in Madhya Pradesh. Order

book for these metro rail viaduct projects amounted to ' 32,463 Lakhs, accounting for 1% of total order book, as of March 31, 2021.

DBL undertake the construction of airport, construct parallel taxi tracks. DBL has completed 1 airport project and has 1 ongoingÂ airport project as on March 31, 2021. Order book for this airportÂ project amounted to ' 38,445 Lakhs, accounting for 1% of our

total order book, as of March 31, 2021.

DBL recognized revenue of ' 27,982 Lakhs and ' 9,039 Lakhs from the Metros & Airport business for the financial years 202021 and 2019-20, respectively.

Irrigation:

In irrigation business, DBL undertake the design and construction of canals, tunnels and dams for agricultural irrigation purposes.

DBL diversified into this business in the financial Year 2013-14 to

DIVESTMENT OF BOT PROJECTS Divestment to Shrem Entities

Given DBL's strategy and focus on providing EPC services, DBL has taken steps to free up capital invested in the DivestmentÂ Projects for re-deployment elsewhere. DBL has entered intoÂ 24 separate tripartite share acquisition cum shareholders

agreements with Shrem Roadways Private Limited, Shrem Tollways Private Limited and Shrem Infraventure Private Limited,Â as applicable, each dated March 26, 2018 pursuant to whichÂ DBL agreed to transfer its entire equity shareholding in 18 of theÂ completed BOT project special purpose vehicles (SPVs) and 6 ofÂ the under-construction BOT project SPVs to the relevant ShremÂ Entities (the "Divestmentâ).

As of March 31, 2021, out of the 24 BOT projects, DBL transferred

100.00% of its equity shareholding in 12 completed BOT project SPVs, 74.00% of its equity shareholding in 3 completed BOT

project SPV, 70.00% of its equity shareholding in 1 completed BOT project SPV, 49.00% of its equity shareholding in 7 completedÂ BOT project SPV to the relevant Shrem Entity pursuant to theseÂ agreements. The remaining of DBL's equity shareholding inÂ these BOT project SPVs and DBL's entire equity shareholdingÂ in the remaining 1 BOT project SPV will be transferred upon theÂ completion of certain conditions contained in the agreements.

Our Order Book

Our total order book was ' 27,41,143 Lakhs as of March 31, 2021. The following table sets forth the breakdown of our order bookÂ as of March 31, 2021 by geographical areas:

State	No. of Projects	Outstanding order valueÂ (' in Lakhs)	% of outstanding order value
Andhra Pradesh	2	1,00,476	3.7%
Bihar	1	1,26,994	4.6%
Chhattisgarh	1	41,932	1.5%
Goa	3	21,569	0.8%
Gujarat	3	4,45,709	16.3%
Jharkhand	4	2,87,685	10.5%
Karnataka	9	4,68,483	17.1%
Madhya Pradesh	5	1,84,429	6.7%
Maharashtra	5	1,20,885	4.4%
Odisha	3	2,38,016	8.7%
Rajasthan	2	1,22,404	4.5%
Telangana	2	71,889	2.6%
Tamil Nadu & Puduchery	2	1,61,325	5.9%
Uttar Pradesh	5	2,37,189	8.7%
Uttarakhand	1	1,12,158	4.1%
Total	48	27,41,143	100.0%

Divestment to Cube

DBL has entered into share purchase and shareholder

agreements with Cube Highways and Infrastructure Pte Limited, dated August 31, 2019 pursuant to which DBL agreed to transferÂ its entire equity shareholding in 5 of the under-construction BOTÂ project SPVs (the "Divestment). The DBL's equity shareholdingÂ will be transferred upon completion of conditions contained inÂ the agreements.

Awards

Your Directors are pleased to inform that during the financial year 2020-21, your Company has received various awards and

recognitions. For more details, kindly refer page no. 8 of the Annual report.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review as stipulated under the SEBI (LODR) Regulations, 2015

is presented in a separate section forming part of this Annual Report.

Particulars of loans made, guarantees given, security provided and Investment made

As per Companies Amendment Act, 2017, Section 186(11) of the Companies Act, 2013, except Section 186(1), nothing containedÂ in section 186 of the Companies Act, 2013 shall apply to anyÂ loan made, any guarantee given or any security provided orÂ any investment made by a Company engaged in the businessÂ of providing infrastructural facilities. Since the Company is anÂ Infrastructure Company, the provisions of section 186 are notÂ applicable to the Company except sub-section 1 of section 186Â of the Companies Act, 2013.

However, the details of loans, guarantees and investments as required by the provisions of Section 186 of the Companies Act,Â 2013 and the rules made thereunder are set out in the Notes toÂ the Standalone Financial Statements of the Company. (PleaseÂ refer to Note Nos. 3, 4 and 48 to the Standalone FinancialÂ Statements).

Consolidated Financial Statements

The Audited Consolidated Financial Statements for the Financial Year ended March 31, 2021, based on the financial statementsÂ received from Subsidiaries and Associates as approved byÂ their respective Board of Directors, have been prepared in

accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an

integral part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statementÂ containing salient features of the financial statements of

Subsidiaries/Associate Companies is given in Form AOC-1 and

forms an integral part of this Annual Report.

Corporate Governance Report

The Corporate Governance Report pursuant to the SEBI (LODR) Regulations, 2015 as applicable for the year under review isÂ presented in a separate section forming part of this AnnualÂ Report.

Change in the nature of business, if any

There is no change in the nature of business of the Company during the year under review.

SHARE CAPITAL AND NON-CONVERTIBLE DEBENTURES(a) Â Â Â Change in the capital structure of the Company

During the period under review, there has been no change in the paid up share capital of the Company. However,Â the Company has allotted 9445203 Equity Shares ofÂ face value ' 10 each on April 26, 2021 to eligible qualifiedÂ institutional buyers at the issue price of ' 540/- perÂ Equity Share (including a premium of ' 530/- per EquityÂ Share), aggregating to ' 5,10,04,09,620/-. Pursuant to theÂ allotment of equity shares under the Qualified InstitutionalÂ Placement process, the paid-up Equity Share capital ofÂ the Company stands increased from ' 1,36,76,97,680/-(Rupees One Hundred Thirty Six Crores Seventy Six LakhsÂ Ninety Seven Thousand Six Hundred Eighty only) dividedÂ into 136769768 (Thirteen Crores Sixty Seven Lakhs SixtyÂ Nine Thousand Seven Hundred Sixty Eight only) equityÂ shares of ' 10/- each to ' 1,46,21,49,710/- (RupeesÂ One Hundred Forty Six Crores Twenty one lakhs FortyÂ Nine Thousand Seven Hundred Ten Only) divided intoÂ 14,62,14,971 Equity Shares of face value ' 10 each. TheÂ Company has completed all the formalities like credit ofÂ shares in demat account of the QIBs, received the listingÂ & trading permission from the Stock Exchanges and areÂ eligible for trading on both the stock exchanges

Further, during the period under review, there has been no change in the Authorized Share Capital of the Company

which stand at ' 1,80,00,00,000/- (Rupees One Hundred Eighty Crores only) divided into 180000000/- (Eighteen

Crores) equity shares of ' 10/- (Rupees Ten only) each.

(b) Â Â Â Status of Shares

As the members are aware, the Company's shares are compulsorily tradable in electronic form. Out of the totalÂ paid up capital representing 136769768 equity shares,Â the following equity shares of the Company are inÂ dematerialised and physical form as on March 31, 2021:

Sr. No.	Capital Details	No. of shares	% of Total issuedÂ Capital
1	Held in dematerialised form in CDSL	9375474	6.85
2	Held in dematerialised form in NSDL.	127394194	93.14
3.	Physical	100	0.00
Â	Total no. of shares	136769768	100.00

debentures of the Company

(i) Your Company had issued and allotted 6000 nonconvertible Debentures on December 28, 2017Â in dematerialized form on a private placementÂ basis, in the form of senior, secured, unlisted, rated,

redeemable, rupee denominated, having face value of ' 10,00,000/- (Rupees Ten Lakhs only) each, issuedÂ at par aggregating to ' 600.00 Crores (Rupees SixÂ Hundred Crores only) bearing a coupon rate of 8.90%

p.a. payable semi-annually every year on December 28, 2017. The said debentures on private placementÂ basis have been issued in 13 series for door to doorÂ tenure of 5 years with moratorium of 2 years. TheÂ Company has appointed Axis Trustee ServicesÂ Limited as the debenture trustee for the benefit of theÂ debenture holders. Out of 13 series, the following 4Â (four) series have been redeemed till September 30,Â 2020 .

(' in Cr.)
Sr. No.	Date of redemption	No. of RedeemedÂ debenturesÂ (in Qty)	Amount of debentures
1	28-12-2019	450	45.00
2	28-03-2020	450	45.00
3	28-06-2020	450	45.00
4	28-09-2020	450	45.00
Â	Total	1800	180.00

After the redemption of 1800 unlisted NonConvertible Debentures, the Company had applied to BSE Limited for listing the remaining 4200 unlisted

Non-convertible debentures aggregating up to ' 420.00 Cr. The said debentures got listed with BSEÂ Limited on September 23, 2020. Out of remaining 9Â listed series , the following 3 (Three) series have beenÂ redeemed as on date of this report :

(' in Cr.)
Sr. No.	Date of redemption	No. of RedeemedÂ debenturesÂ (in Qty)	Amount of debentures
1	28-12-2020	450	45.00
2	28-03-2021	450	45.00
3	28-06-2021	450	45.00
Â	Total	1350.00	135.00

Currently the Company has balance 6 series with 2850 outstanding debentures aggregating to

' 285.00 Cr.

(ii) Â Â Â Your Company has issued and allotted 1000 senior,

secured, listed, rated, redeemable Non-Convertible Debentures (NCDs) on May 29, 2020 in dematerializedÂ form on a private placement basis, having face valueÂ of ' 10,00,000/-(Rupees Ten Lakhs only) each atÂ par aggregating to ' 1,00,00,00,000/- (Rupees OneÂ Hundred Crores only) bearing a coupon rate of 8.75%Â p.a. annualized. The said debentures have been issuedÂ for maximum tenure of 3 years (36 Months). TheÂ Company has appointed PNB Investment ServicesÂ Limited as the debenture trustee for the benefit of theÂ debenture holders.

(iii) Â Â Â Your Company has issued and allotted 2000 senior,

secured, listed, rated, redeemable Non-Convertible Debentures (NCDs) on June 29, 2020 in dematerializedÂ form on a private placement basis, having face valueÂ of ' 10,00,000/- (Rupees Ten Lakhs only) each atÂ par aggregating to ' 2,00,00,00,000/- (Rupees TwoÂ Hundred Crores only) bearing a coupon rate of 8.67%Â p.a.in dematerialized form on a private placementÂ basis. The said debentures have been issued forÂ maximum tenure of 3 years (36 Months). TheÂ Company has appointed PNB Investment ServicesÂ Limited as the debenture trustee for the benefit of theÂ debenture holders. The redemption to be done in 6Â (Six) tranches. Out of 6 tranches, 2 tranches had beenÂ redeemed and the quantity of NCD reduced fromÂ 2000 to 1400 are as under :

(' in Cr.)
Sr. No.	Date of redemption	No. of RedeemedÂ debenturesÂ (in Qty)	Amount of debentures
1	29-01-2021	300	30.00
2	29-07-2021	300	30.00
Â	Total	600	60.00

Further as per SEBI circular No. SEBI/HO/MIRSD/CRADT/ CIR/P/2020/207 dated October 22, 2020 related to the

Contribution by Issuers of listed company or proposed

to be listed debt securities towards creation of "Recovery Expense Fundâ. As per the said circular the listed companyÂ has shall deposit an amount equal to 0.01% of the issueÂ size subject to maximum of ' 25 lakhs per issuer towardsÂ REF with the 'Designated Stock Exchange. Pursuant toÂ the said circular our company had contributed RecoveryÂ Expense Fund of ' 6,45,000 (Rupees Six Lakhs Forty-FiveÂ Thousand Only) equal to 0.01% of the outstanding amountÂ of debenture by way of Bank Guarantee in favor of BSEÂ Limited. The intimation has been sent to the BSE Limited onÂ March 26, 2021.

General Disclosures

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were noÂ transactions on these items during the year under review:

1. Â Â Â Details relating to deposits covered under Chapter V of theÂ Act and rules made there under.

2. Â Â Â As per rule 4(4) of the Companies (Share Capital andÂ Debentures) Rules, 2014, the Company has not issued

equity shares with differential rights as to dividend, voting or otherwise.

3. Â Â Â As per rule 8(13) of the Companies (Share Capital andÂ Debentures) Rules, 2014, the Company has not issued

shares (including sweat equity shares) to employees of the Company under any scheme.

4. Â Â Â As per rule 12(9) of the Companies (Share Capital andÂ Debentures) Rules, 2014, the Company has not issued

equity shares under the scheme of employee stock option.

6. Â Â Â Neither the Managing Director nor the Whole-timeÂ Directors of the Company receive any remuneration or

commission from any of its subsidiaries.

7. Â Â Â No significant or material orders were passed by theÂ Regulators or Courts or Tribunals which impact theÂ Company's going concern status and operations in future

except:

Your Company has received letter from National Stock Exchange of India Limited vide letter No. NSE/LIST-SOP/Â REG-44/NOV/FINES/94135 dated November 06, 2019,Â stating that the stock exchange has imposed fine on the

Company for ' 10,000 plus GST for non-compLiance of the Regulation 44(3) of the SEBI (LODR) Regulations, 2015 i.e.

"The listed entity shall submit to the stock exchange, within forty-eight hours of conclusion of its General Meeting,Â details regarding the voting results in the format specifiedÂ by the Board."

Your Company has requested to the exchange to waive the fine levied but the exchange has not accepted our view andÂ not withdrawn the fine.

8. Â Â Â No fraud has been reported by the Auditors to the Audit

Committee or the Board.

10. Â Â Â The details with respect to unpaid dividend for the financialÂ year 2017-18 , 2018-19 and 2019-20 can be accessed atÂ www.dilipbuildcon.com

Reserves

As per Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014, the Company is required to create aÂ Debenture Redemption Reserve for the purpose of redemptionÂ of debentures at the rate of 25% of the value of the outstandingÂ debentures. The value of outstanding debenture beingÂ ' 600.00. Crores at year ending March 31, 2021, the debentureÂ redemption reserve of ' 150 crores had been created andÂ the equivalent amount had been transferred from 'RetainedÂ Earnings' to Debenture Redemption Reserve.

POSITION OF SHARES TRANSFERRED BY THE COMPANY TO SHREM ENTITIES

The Company has signed an indicative term sheet with Chhatwal Group Trust or its Affiliates (SHREM) on August 24, 2017 with

respect to divestment of its entire stake in your 24 SPV's. The Share acquisition cum shareholder agreements in respect ofÂ these 24 SPV's was entered into on March 26, 2018.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVEÂ OCCURRED BETWEEN THE END OF THE FINANCIAL YEARÂ OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTSÂ RELATE AND THE DATE OF THE REPORT.

CHANGE IN THE CAPITAL STRUCTURE

The Company has allotted 9445203 Equity Shares of face value ' 10 each on April 26, 2021 to eligible qualified institutional

buyers at the issue price of ' 540/- per Equity Share (including a premium of ' 530/- per Equity Share), aggregating toÂ ' 5,10,04,09,620/-.Pursuant to the allotment of equity sharesÂ under the Qualified Institutional Placement process, the paid-up Equity Share capital of the Company stands increased fromÂ ' 1,36,76,97,680/- (Rupees One Hundred Thirty Six CroresÂ Seventy Six Lakhs Ninety Seven Thousand Six Hundred EightyÂ only) divided into 136769768 (Thirteen Crores Sixty SevenÂ Lakhs Sixty Nine Thousand Seven Hundred Sixty Eight only)Â equity shares of ' 10/- each to ' 1,46,21,49,710/- (One HundredÂ Forty Six Crores Twenty one lakhs Forty Nine Thousand SevenÂ Hundred Ten Only) divided into 14,62,14,971 Equity Shares of faceÂ value ' 10 each. The Company has completed all the formalitiesÂ like credit of shares in demat account of the QIBs, received theÂ listing & trading permission from the Stock Exchanges and areÂ eligible for trading on both the stock exchanges

Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements.

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") withinÂ the meaning of the explanation to Section 134(5)(e) of theÂ Companies Act, 2013 read with Rule 8(5)(viii) of the CompaniesÂ (Accounts) Rules, 2014, the Board is of the opinion that theÂ Company has sound Internal Financial Control commensurateÂ with the nature and size of its business operations and operatingÂ effectively and no material weakness exists. The Company has aÂ process in place to continuously monitor the same and identifyÂ gaps, if any, and implement new and/or improved controlsÂ wherever the effect of such gaps would have a material effectÂ on the Company's operations. This process includes the design,Â implementation and maintenance of adequate Internal FinancialÂ Control that were operating effectively for ensuring the orderlyÂ and efficient conduct of its business, including adherence toÂ company's policies, safeguarding of its assets, the preventionÂ and detection of frauds and errors, accuracy and completenessÂ of the accounting records, and timely preparation of reliableÂ financial information, as required under the Act.

During the period under review, the Company has appointed independent audit firm as Internal Auditors to observe theÂ Internal Control system.

The Board of Directors of the Company have adopted various policies Like Related Party Transactions Policy, Vigil MechanismÂ Policy, Policy to determine Material Subsidiaries, GroupÂ Governance Policy and such other procedures for ensuring theÂ orderly and efficient conduct of its business for safeguarding ofÂ its assets, the prevention and detection of frauds and errors, theÂ accuracy and completeness of the accounting records, and theÂ timely preparation of reliable financial information.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system

and suggests improvements to strengthen the same. The Company has robust management information system, which isÂ an integral part of the control mechanism.

The Company has the SAP HANA - ERP which gives us the integrated business operations platform covering all businessÂ functions & departments to execute our projects and providesÂ strong checks & controls in all business functions. This automated

& zero error ERP has resulted into accuracy & efficiency which provides strong internal financial control system.

c) Statement of the Subsidiaries & Associates

As on March 31, 2021, the Company has 40 Indian

Subsidiary & 4 Associate company(ies). There has been no change in the nature of business activities of any of theÂ subsidiaries/Associates.

In accordance with Section 129(3) of the Companies Act,

2013, Â Â Â the Company has prepared a Consolidated FinancialÂ Statements of the Company and all its Subsidiary/AssociateÂ Company (ies), which is forming part of the Annual Report.Â As per the provisions of Section 129 of the Companies Act,Â 2013 read with Rule 5 of Companies (Accounts) Rules,

2014, Â Â Â a separate statement containing the salient featuresÂ of the financial statements of the Subsidiary/Associate

Company(ies) is prepared in Form AOC-1 and the same is annexed to this Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Board's Report of the Company,Â containing therein its standalone and consolidatedÂ financial statements has been placed on the website of theÂ Company,Â www.dilipbuildcon.com. Further, as per fourthÂ proviso of the said section, Audited Financial StatementsÂ of each of the Subsidiary/Associate company(ies) haveÂ also been placed on the website of the Company, www.Â dilipbuildcon.com. Shareholders interested in obtaining aÂ copy of the Audited Financial Statements of the Subsidiary/Â Associate company(ies) may write to the CompanyÂ Secretary at the Company's Registered Office.

(e) Performance and financial position of each of the subsidiaries/Associates included in the consolidatedÂ financial statement

Details of Wholly Owned Subsidiaries:

(i) Â Â Â DBL Hassan Periyapatna Tollways Limited ("DHPTL")

DHPTL is involved in the business of undertaking the project "design, build, finance, operate, maintain and transfer ofÂ the existing State highway, Hassan- Ramanathapura-Periyapatna in the state of Karnataka on a DBFOMT annuityÂ basis. The Company (DBL) has not yet transferred anyÂ shares to Shrem Roadways Private Limited held in DHPTLÂ and the status of DHPTL is wholly owned subsidiary of theÂ Company.

During the period under review, DHPTL has achieved revenue from operations of ' 4511.45 Lakhs and earnedÂ Net Profit after Tax of ' 2826.05 Lakhs.

(ii) Â Â Â Jalpa Devi Engineering Private Limited ("JDEPL")

During the period under review, the Company has achieved revenue from operations of ' 2640.87 Lakhs and hasÂ earned Net profit after Tax of ' 344.55 Lakhs.

(iii) Â Â Â Bhavya Infra & Systems Private Limited ("BISPL")

BISPL is a Private Limited Company engaged in the business of providing jobs and all other engineering jobÂ work. BISPL is a wholly owned subsidiary of Dilip BuildconÂ Limited.

During the period under review, the Company has achieved revenue from operations of ' 190. 65 Lakhs and earnedÂ Net Profit after Tax of ' 13.12 Lakhs.

(iv) Â Â Â DBL Chandikhole Bhadrak Highways Private LimitedÂ ("DCBHPL")

DCBHPL was incorporated as special purpose vehicle on February 6, 2018 for the purpose of project "Rehabilitation

and Up-gradation of Six-Laning of Chandikhole-Bhadrak Section of NH-5 (New NH-16) from km 62.000 to kmÂ 136.500 in the State of Odisha to be executed as HybridÂ Annuity Mode under NHDP Phase V.â The Company (DBL)

has not yet transferred any shares to Cube Highways and

(viii) Â Â Â DBL Nidagatta Mysore Highways Private LimitedÂ ("DNMHPL")

DNMHPL was incorporated as special purpose vehicle on April 09, 2018 to undertake the project of "Six Laning of

Nidagatta-Mysore Section from Km 74.20 to Km 135.304 of NH-275 in the State of Karnataka to be executed on HybridÂ Annuity Mode.â The Company (DBL) has not yet transferred

any shares to Cube Highways and Infrastructure III Pte Limited held in DNMHPL and the status of DNMHPL isÂ wholly owned subsidiary of the Company.

During the period under review, DNMHPL has achieved revenue from operations of ' 72370.91 Lakhs and has

incurred Net Loss after Tax of ' 2254.66. Lakhs

(ix) Â Â Â DBL Rewa Sidhi Highways Private Limited ("DRSHPL")

DRSHPL was incorporated as special purpose vehicle on April 11, 2018, to undertake the project of "Construction ofÂ Churhat bypass including Tunnel on Rewa Sidhi section ofÂ NH 75E from chainage 33.200 to chainage 55.400 (designÂ length 15.350 km.) in the state of MP on Hybrid AnnuityÂ Mode.â The Company (DBL) has not yet transferred anyÂ shares to Cube Highways and Infrastructure III Pte LimitedÂ held in DRSHPL and the status of DRSHPL is wholly ownedÂ subsidiary of the Company.

During the period under review, DRSHPL has achieved revenue from operations of ? 18008.34 Lakhs and has

incurred Net Loss after Tax of ' 2221.83 Lakhs.

(x) Â Â Â DBL Byrapura Challakere Highways Private LimitedÂ ("DBCHPL")

DBCHPL was incorpo rated as special purpose vehicle on April 11, 2018, to undertake the project of "four laning

of Byrapura to Challakere section of NH-150 A, from km. 308.550 to km. 358.500 in the state of Karnataka underÂ Bharatmala Pariyojna on Hybrid Annuity Mode.â TheÂ Company (DBL) has not yet transferred any shares to

Cube Highways and Infrastructure III Pte Limited held in DBCHPL and the status of DBCHPL is wholly ownedÂ subsidiary of the Company.

During the period under review, DBCHPL has achieved revenue from operations of ' 12873.58 Lakhs and hasÂ incurred Net Loss after Tax of ' 422.64 Lakhs.

(xi) Â Â Â DBL Mangloor Highways Private Limited ("DMHPL")

DMHPL was incorporated as special purpose vehicle on April 11, 2018, to undertake the project of "Four laning ofÂ NH-161 from Mangloor (Design Km 86.788/ Existing Km

91.350) to Telangana/ Maharashtra Border (Design Km. 135.751/Existing Km. 140.873) (Design Length =48.963 Km)Â in the State of Telangana under Bharatmala Pariyojana

Infrastructure III Pte Limited held in DCBHPL and the status

of DCBHPL is wholly owned subsidiary of the Company.

During the period under review, DCBHPL has achieved revenue from operations of ' 20965.94.Lakhs and hasÂ incurred Net Loss after Tax of ' 3042.33 Lakhs.

(v) Â Â Â DBL Bangalore Nidagatta Highways Private LimitedÂ ("DBNHPL")

DBNHPL was incorporated as special purpose vehicle on March 23, 2018 to undertake the project of "Six-laning ofÂ Bangalore-Nidagatta, km 18.000 to km 74.20 0 of NH-275Â in state of Karnataka to be executed on Hybrid AnnuityÂ Mode.â The Company (DBL) has not yet transferred anyÂ shares to Cube Highways and Infrastructure III Pte LimitedÂ held in DBNHPL and the status of DBNHPL is whollyÂ owned subsidiary of the Company.

During the period under review, DBNHPL has achieved revenue from operations of ' 56519.75 Lakhs and hasÂ incurred Net Loss after Tax of ' 4460.86 Lakhs.

(vi) Â Â Â DBL Anandapuram Anakapalli Highways Private LimitedÂ ("DAAHPL")

DAAHPL was incorporated as special purpose vehicle on March 26, 2018 for the purpose of project "Six Laning of

Anandapuram-Pendurthi- Anakapalli section of NH-5 (New NH-16) from Km. 681.000 (Existing Km. 681.000)Â to Km. 731.780 (Existing 742.400) (Design Length= 50.78Â Km) in the State of Andhra Pradesh under BharatmalaÂ Pariyojna on Hybrid Annuity Mode.â The Company (DBL)Â has not yet transferred any shares to Cube Highways andÂ Infrastructure III Pte Limited held in DAAHPL and the statusÂ of DAAHPL is wholly owned subsidiary of the Company.

During the period under review, DAAHPL has achieved revenue from operations of ' 38488.27 Lakhs and hasÂ incurred Net Loss after Tax of ' 4443.40 Lakhs.

(vii) Â Â Â DBL Gorhar Khairatunda Highways Private LimitedÂ ("DGKHPL")

DGKHPL was incorporated as special purpose vehicle on April 09, 2018, to undertake the project of "Six laning ofÂ Gorhar to Khairatunda section of NH-2 from km.320.810

to km. 360.300 in the state of Jharkhand to be executed on Hybrid Annuity mode.â The Company (DBL) hasÂ not yet transferred any shares to Cube Highways andÂ Infrastructure III Pte Limited held in DGKHPL and the status

of DGKHPL is wholly owned subsidiary of the Company.

During the period under review, DGKHPL has achieved revenue from operations of ' 28208.25 Lakhs and hasÂ incurred Net Loss after Tax of ' 2420.69 Lakhs.

on Hybrid Annuity Mode.â The Company (DBL) has

not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DMHPL and the status

of DMHPL is wholly owned subsidiary of the Company.

During the period under review, DBCHPL has achieved revenue from operations of ' 25830.50 Lakhs and hasÂ incurred Net Loss after Tax of ' 1903.56 Lakhs

(xii) Â Â Â DBL Sangli Borgaon Highways Private LimitedÂ ("DSBHPL")

DSBHPL was incorporated as special purpose vehicle on April 11, 2018 to undertake the project of "Four laning

of Sangli-Solapur (Package-I: Sangli to Borgaon) Section of NH-166 from existing Ch. Km. 182.195 to Ch. 219.956Â (Design Ch. Km. 182.556 to Km. 224.000) of length 41.444Â Km in the State of Maharashtra on Hybrid Annuity Mode.âÂ The Company (DBL) has not yet transferred any sharesÂ to Cube Highways and Infrastructure III Pte Limited heldÂ in DSBHPL and the status of DSBHPL is wholly ownedÂ subsidiary of the Company.

During the period under review, DSBHPL has achieved revenue from operations of ' 25789.36 Lakhs and hasÂ incurred Net Loss after Tax of ' 2118.26 Lakhs.

(xiii) Â Â Â DBL Borgaon Watambare Highways Private LimitedÂ ("DBWHPL")

DBWHPL was incorporated as special purpose vehicle on April 11, 2018 to undertake the project of "Four laning

of Sangli-Solapur (Package-II: Borgaon to Watambare) Section of NH-166 from existing Ch.Km. 219.956 toÂ Ch.272.394 (Design Ch. Km. 224.000 to Km.276.000) ofÂ length 52.000 Km. in the State of Maharashtra on HybridÂ Annuity Mode.â The Company (DBL) has not yet transferredÂ any shares to Cube Highways and Infrastructure III PteÂ Limited held in DBWHPL and the status of DBWHPL isÂ wholly owned subsidiary of the Company.

During the period under review, DBWHPL has achieved revenue from operations of ? 20644.40 Lakhs and has

incurred Net Loss after Tax of ' 2602.44 Lakhs

(xiv) Â Â Â DBL Mangalwedha Solapur Highways Private LimitedÂ ("DMSHPL")

DMSHPL was incorporated as special purpose vehicle on April 11, 2018 to undertake the project of "Four laning

of Sangli-Solapur (Package-IV: Mangalwedha to Solapur) Section of NH-166 from existing Ch. Km. 314.969 to Ch. Km.Â 370.452 (Design Ch. Km. 321.600 to Km. 378.100) of lengthÂ 56.500 Km in the State of Maharashtra on Hybrid AnnuityÂ Mode.â The Company (DBL) has not yet transferred anyÂ shares to Cube Highways and Infrastructure III Pte LimitedÂ held in DMSHPL and the status of DMSHPL is whollyÂ owned subsidiary of the Company.

During the period under review, DMSHPL has achieved revenue from operations of ' 31841.90 Lakhs and has

incurred Net Loss after Tax of ' 2396.18 Lakhs.

(xv) Â Â Â DBL Bellary Byrapura Highways Private LimitedÂ (âDBBHPL")

DBBHPL was incorporated as special purpose vehicle on July 10, 2018 to undertake the project of âfour laning

from Km. 253.600 to Km. 308.550 of Bellary to Byrapura Section of NH-150(A) on Hybrid Annuity Mode in the State

of Karnataka." The Company (DBL) has not yet transferred any shares to Cube Highways and Infrastructure III PteÂ Limited held in DBBHPL and the status of DBBHPL isÂ wholly owned subsidiary of the Company.

During the period under review, DBBHPL has achieved revenue from operations of ' 24346.32 Lakhs and hasÂ incurred Net Loss after Tax of ' 2328.79 Lakhs.

(xvi) Â Â Â Deevin Seismic Systems Private Limited (âDSSPL")

DSSPL is a Private Limited Company incorporated on May 8, 2008 to carry on the business as technicalÂ consultants, engineers, architect, planners, surveyors, andÂ alignment surveys for railway lines, transmission lines,Â canals, water topographical survey and marking of routes,Â Highways, Bridges, Airports, Water resources, CadastralÂ Survey, Seismic Survey, Structural design, Construction,Â supervision and feasibility studies, detailed engineeringÂ and design traffic studies including volume count, ODÂ survey and axial load surveys calculation of growth ratesÂ for various modes of traffic and traffic projections, Geotechnical investigations, material testing, Economic andÂ financial analysis for project evaluation, preliminary design,Â detailed specification of work and rehabilitation, detailedÂ Project Reports and environmental studies and also actÂ as design Engineers for various types of projects includingÂ Bridges and Buildings and carry on construction, repairsÂ and rehabilitation of Bridges and buildings, designingÂ Expansion joints and bearings for bridges and. buildings,Â deal in Rebar coupler, construction machineries, buildingÂ materials and construction Chemicals. DBL has acquiredÂ âDSSPL" on January 03, 2020 and the said company is theÂ wholly owned subsidiary of the Company.

The Company has achieved revenue from operations of ' 2045.93 Lakhs and has earned Net Profit after Tax ofÂ ' 42.81 Lakhs .

(xvii) Â Â Â Pathrapali-Kathghora Highways Private Limited (PKHPL)

PKHPL was incorporated as special purpose vehicle on May 07, 2020 to undertake the project of âFour lane withÂ paved shoulder configuration of Pathrapali-KathghoraÂ (Km. 53.300 to Km. 92.600) Pkg-II of Bilaspur-Kathghora

section of NH-111 (New NH-130) in the State of Chhattisgarh under Bharatmala Pariyojna on Hybrid Annuity Mode."

PKHPL is the wholly owned subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 11384.12 Lakhs and has

incurred Net Loss after Tax of ' 355.61 Lakhs .

(xviii) Â Â Â DBL Power Transmission Private Limited (DPTPL)

DPTPL was incorporated on September 15, 2020 under the Companies Act, 2013 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh.Â DBHPL is involved in the business âTo carry in India orÂ abroad the business of transmission, distribution, supplyÂ of power, electricity and other source of energy whetherÂ conventional or non-conventional." DPTPL is the whollyÂ owned subsidiary of the Company.

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax of ' 6.27 Lakhs .

(xix) Â Â Â DBL Transmission Private Limited (DTPL)

DTPL was incorporated on September 15, 2020 under the Companies Act, 2013 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh.Â DTPL is involved in the business âTo carry in India orÂ abroad the business of transmission, distribution, supplyÂ of power, electricity and other source of energy whetherÂ conventional or non-conventional." DTPL is the whollyÂ owned subsidiary of the CompanyÂ During the period under review, the Company has achievedÂ Nil revenue from operations and has incurred Net LossÂ after Tax of ' 7.45 Lakhs.

(xx) Â Â Â DBL Power & Energy Transmission Private LimitedÂ (DPETPL)

DPETPL was incorporated on September 19, 2020 under the Companies Act, 2013 having its registered officeÂ situated at Plot no. 5, Inside Govind Narayan SinghÂ Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, MadhyaÂ Pradesh. DPETPL is involved in the business âTo carry inÂ India or abroad the business of transmission, distribution,Â supply of power, electricity and other source of energyÂ whether conventional or non-conventional." DPETPL is theÂ wholly owned subsidiary of the Company.

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax of ' 6.28 Lakhs.

(xxi) Â Â Â DBL Electricity Transmission Private Limited (DETPL)

DETPL was incorporated on September 19, 2020 under the Companies Act, 2013 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh.Â DETPL is involved in the business âTo carry in India orÂ abroad the business of transmission, distribution, supplyÂ of power, electricity and other source of energy whetherÂ conventional or non-conventional."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax of ' 6.27 Lakhs.

(xxii) Â Â Â DBL Electricity & Power Transmission Private LimitedÂ (DEPTPL)

DEPTPL was incorporated on September 24, 2020 under the Companies Act, 2013 having its registeredÂ office situated at Plot no. 5, Inside Govind Narayan SinghÂ Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, MadhyaÂ Pradesh. DEPTPL is involved in the business âTo carry inÂ India or abroad the business of transmission, distribution,Â supply of power, electricity and other source of energyÂ whether conventional or non-conventional."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax of ' 0.15 Lakhs.

(xxiii) Â Â Â Dodaballapur Hoskote Highways Private LimitedÂ (DHHPL)

DHHPL was incorporated on September 25, 2020 under the Companies Act, 2013 having its registered officeÂ situated at Plot no. 5, Inside Govind Narayan SinghÂ Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, MadhyaÂ Pradesh. DHHPL is involved in the business to undertakeÂ the project of 4 laning from km. 42.000 to km. 80.00 ofÂ Dodaballapur Bypass to Hoskote section of NH-648 (OldÂ NH-207) on Hybrid Annuity Mode under BharatmalaÂ Pariyojna in the state of Karnataka (Package-II)"

During the period under review, the Company has achieved revenue from operations of ' 9092.31 Lakhs and has

incurred Net Loss after Tax of ' 120.69 Lakhs .

(xxiv) Â Â Â Repallewada Highways Private Limited (RHPL)

RHPL was incorporated on October 13, 2020 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh. RHPL isÂ involved in the business to undertake the project of âFourÂ laning of NH-363 from Repallewada (Design Km 42.000/Â Existing Km 288.510) to Telangana/Maharashtra Border

(Design Km 94.602/Existing Km 342.000) (Design Length = 52.602 Km) in the State of Telangana under NH (O) onÂ Hybrid Annuity mode (HAM)"

During the period under review, the Company has achieved revenue from operations of ' 5117.18 Lakhs and hasÂ incurred Net Loss after Tax of ' 54.87 Lakhs

(xxv) Â Â Â DBL Infradevelopers Private Limited (DIPL)

DIPL was incorporated on October 20, 2020 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh. DIPL isÂ involved in the business for âCarrying out the InfrastructureÂ related works."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax of ' 0.45 Lakhs .

(xxvi) Â Â Â DBL Transmission 4 Private Limited (DT4PL)

DT4PL was incorporated on October 23, 2020 under the Companies Act, 2013 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh.Â DT4PL is involved in the business âTo carry in India orÂ abroad the business of transmission, distribution, supplyÂ of power, electricity and other source of energy whetherÂ conventional or non-conventional."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax of ' 0.10 Lakhs

(xxvii) Â Â Â DBL Transmission 2 Private Limited (DT2PL)

DT2PL was incorporated on October 26, 2020 under the Companies Act, 2013 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh.Â DT2PL is involved in the business âTo carry in India orÂ abroad the business of transmission, distribution, supplyÂ of power, electricity and other source of energy whetherÂ conventional or non-conventional."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax of ' 0.10 Lakhs

(xxviii) Â Â Â Bhopal Redevelopment Realty Private Limited (BRRPL)

BRRPL is involved in the business of "Redevelopment and Redensification of Government Housing under RamÂ Nagar-Pari Bazaar-Bara Mahal Scheme, Bhopal, M.P.,Â being developed by the Bhopal Development Authority."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax of ' 6.53 Lakhs .

(XXIX) Â Â Â Narenpur Purnea Highways Private Limited (NPHPL)

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax of ' 87.42 Lakhs.

(XXX) Â Â Â Dbl Transmission 3 Private Limited (DT3PL)

DT3PL was incorporated on October 24, 2020 under the Companies Act, 2013 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462 016, Madhya Pradesh.Â DT3PL is involved in the business "To carry in India orÂ abroad the business of transmission, distribution, supplyÂ of power, electricity and other source of energy whetherÂ conventional or non-conventional."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax of ' 0.10 Lakhs.

(XXXI) Â Â Â Dhrol Bhadra Highways Private Limited (DBHPL)

DBHPL was incorporated on December 29, 2020 under the Companies Act, 2013 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462 016, Madhya Pradesh.Â DBHPL is involved in the business to undertake the projectÂ of "Four Laning of Dhrol - Bhadra Patiya section of NH-151A (Between Ex. Km 5+700 to Km 13+600 of SH-25) andÂ Bhadra Patiya - Pipaliya Section of NH-151A (Between Ex.Â Km 73+000 to Km. 44+800 and Ex. Km. 38+350 to 24+000Â of CSH-6) in Gujarat through Public Private PartnershipÂ (PPP) (the "Project") on design, build, operate and transferÂ (the "DBOT Annuity" or "Hybrid Annuity") basis."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net LossÂ after Tax of ' 1.28 Lakhs.

Details of Subsidiaries:(i) Â Â Â Jalpa Devi Tollways Limited ("JDTL")

JDTL is involved in the business of undertaking a project of "four laning of Guna-Biaora Section of NH-3 from kmÂ 332.100 to km 426.100 in the state of Madhya PradeshÂ under NHDP-IV to be executed in BOT (toll) mode onÂ DBFOT basis." During the year, as per the terms of theÂ agreement entered with Shrem Tollway Private LimitedÂ (STPL), the Company has transferred 20,48,613 EquityÂ Shares including the shares held by nominee shareholdersÂ (49%) held in JDTL to STPL and to the nominees of STPLÂ and the status of JDTL is subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 12296.88 lakhs and hasÂ earned Net profit after Tax of ' 1372.16 Lakhs .

(ii) Â Â Â DBL Lucknow Sultanpur Highways Limited ("DLSHL")

DLSHL is a public limited Company incorporated as a special purpose vehicle on September 9, 2016 for theÂ purpose of undertaking the project of "Four-Laning of theÂ Lucknow - Sultanpur Section of NH-56 in the State ofÂ Uttar Pradesh on a Hybrid Annuity Basis. During the year,Â as per the terms of the agreement entered with ShremÂ Infraventure Private Limited (SIPL), the Company (DBL) hasÂ transferred 1028809 Equity Shares including the sharesÂ held by nominee shareholders (49%) held in DLSHL toÂ SIPL and to the nominees of SIPL and the status of DLSHLÂ is subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 17124.99 lakhs and hasÂ earned Net profit after Tax of ' 7392.57 Lakhs .

(iii) Â Â Â DBL Tuljapur Ausa Highways Limited ("DTAHL")

DTAHL is a Public Limited Company incorporated as special

purpose vehicle on March 24, 2017 for the purpose of project of "Four Laning of Tuljapur- Ausa (including TuljapurÂ Bypass) Section of NH-361 on Hybrid Annuity Mode in the

State of Maharashtra. "The status of DTAHL is subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 7566.64 lakhs and hasÂ earned Net profit after Tax of ' 4529.91 Lakhs.

(iv) Â Â Â DBL Yavatmal Wardha Highways Private LimitedÂ ("DYWHPL")

DYWHPL was incorporated as special purpose vehicle on April 21, 2017 for the purpose of project of "Four Laning of

Yavatmal to Wardha (Package-III) section of NH-361 from Km 400.575 to Km 465.500 (design length 64.925 Km)Â in the state of Maharashtra under NHDP Phase -IV onÂ Hybrid Annuity mode. During the year, as per the terms ofÂ the agreement entered with Shrem Infraventure PrivateÂ Limited (SIPL), the Company (DBL) has transferred 49000Â Equity Shares (49%) held in DYWHPL to SIPL and theÂ status of DLSHL is subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 9580.12 lakhs and hasÂ earned Net profit after Tax of ' 6783.93 Lakhs .

(v) Â Â Â DBL Mahagaon Yavatmal Highways Private LimitedÂ ("DMYHPL")

DMYHPL was incorporated as special purpose vehicle on April 24, 2017 for the purpose of project of "Four LaningÂ of Mahagaon to Yavatmal (Package-II) section of NH- 361Â from Km 320.580 to Km 400.575 (design length 80.195) inÂ the state of Maharashtra under NHDP Phase -IV on HybridÂ Annuity mode."

During the period under review, the Company has achieved revenue from operations of ' 11185.81 lakhs and hasÂ earned Net profit after Tax of ' 3963.55 Lakhs .

Further, the Company (DBL) has transferred 71443 shares

i.e. 49% shares held in the DMYHPL to Shrem Infraventure Private Limited (SIPL) in the month of March 2021.Â Currently, the status of DMYHPL has been changed fromÂ wholly owned subsidiary company to subsidiary companyÂ as on the date of this report.

(vi) Â Â Â DBL Wardha Butibori Highways Private LimitedÂ ("DWBHPL")

DWBHPL was incorporated as special purpose vehicle on April 24, 2017 for the purpose of project Four Laning ofÂ Wardha-Butibori Section of NH-361 from km 465.500 toÂ km 524.690 (design length 59.190 km) under NH (O) in theÂ state of Maharashtra on Hybrid Annuity mode.

During the period under review, DWBHPL has achieved revenue from operations of ' 13105.92 Lakhs and earnedÂ Net Profit after Tax of ' 6634.75 Lakhs.

Further, the Company (DBL) has transferred 100566 shares i.e. 49% shares held in the DWBHPL to Shrem InfraventureÂ Private Limited (SIPL) on October month 2020. Currently,Â the status of DWBHPL has been changed from whollyÂ owned subsidiary company to subsidiary company as onÂ the date of this report.

(vii) Â Â Â DBL Kalmath Zarap Highways limited (DKZHL)

DKZHL is a public limited Company incorporated as a special purpose vehicle on December 13, 2016 for theÂ purpose of project Rehabilitation and up-gradation ofÂ NH-66 (Kalmath to Zarap section) to four-lane with pavedÂ shoulder in the state of Maharashtra on Hybrid AnnuityÂ Mode.

During the period under review, DKZHL has achieved revenue from operations of ' 14863.97 Lakhs and earnedÂ Net Profit after Tax of ' 4008.39 Lakhs.

Further, the Company (DBL) along with its nominees has transferred 24500 shares i.e. 49% shares held in theÂ DKZHL to Shrem Infraventure Private Limited (SIPL) andÂ to the nominees of SIPL upto the month of July 2020.Â Currently, the status of DKZHL has been changed fromÂ wholly owned subsidiary company to subsidiary companyÂ as on the date of this report.

(viii) Â Â Â DBL -VPR Mining Private Limited ("DVMPL")

DVMPL was incorporated as special purpose vehicle on January 2, 2018 to carry out the business of prospecting,Â exploring, operating and working on mines & quarriesÂ and other mining activities in India and elsewhere. TheÂ Company is yet to commence its business. Hence, there isÂ no revenue and profit generated during the period underÂ review. However the Company has incurred Net Loss ofÂ ' 0.94 Lakhs during the period under review.

(ix) Â Â Â DBL Pachhwara Coal Mine Private Limited ("DPCMPL")

DPCMPL was incorporated as special purpose vehicle on September 04, 2018 to undertake the project of "MineÂ Developer Cum Operator for Development and operationÂ of the Pachhwara Central Coal Mine located in PakurÂ District of Jharkhand, India with a peak rated capacity of 7Â MTPA" DPCMPL is yet to commence its business. Hence,Â there is no revenue and profit generated during the periodÂ under review. However, DPCMPL has incurred Net Loss ofÂ ' 0.42 Lakhs during the period under review.

Details of Associates :(i) DBL Nadiad Modasa Tollways Limited ("DNMTL")

DNMTL is involved in developing a part of the existing Nadiad to Modasa Road (SH-59) to two lanes (with pavedÂ shoulder) highway in the state of Gujarat. The status ofÂ DNMTL is associate of the Company

During the period under review, DNMTL has achieved revenue from operations of ' 2033.74 Lakhs and earnedÂ Net Profit after Tax of ' 553.85 Lakhs

DETAILS OF NEWLY INCORPORATED SPVS AS ON THE DATE

OF REPORT

(i) Â Â Â Bangalore Malur Highways Private Limited (BMHPL)

BMHPLÂ was incorporated on March 22, 2021 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh. BMHPLÂ is involved in the business of 4 Laning from km 0.000 toÂ km 26.400 (along with 0.700km approach towards NHÂ 207 with interchange on NH4 at start point) of BangaloreÂ to Malur Section of Bangalore Chennai Expressway onÂ Hybrid Annuity Mode under Bharatmala Pariyojna, in theÂ state of Karnataka (Phase-I Package-I)â. Currently theÂ status of this Company is wholly owned subsidiary of DBL.Â As at March 31, 2021 the Company has not commenced itsÂ business activities.

(ii) Â Â Â Malur Bangarpet Highways Private Limited (MBHPL)

MBHPLÂ was incorporated on March 22, 2021 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh. MBHPL isÂ involved in the business of 4 Lane Expressway from kmÂ 26.400 to km 53.500 of Malur to Bangarpet Section ofÂ Bangalore Chennai Expressway on Hybrid Annuity ModeÂ under Bharatmala Pariyojna in the state of KarnatakaÂ (Phase-I Package-II)". Currently the status of this CompanyÂ is wholly owned subsidiary of DBL. As at March 31, 2021Â the Company has not commenced its business activities.

(iii) Â Â Â DBL Poondiyankuppam Highways Private LimitedÂ (DPHPL)

DPHPLÂ was incorporated on March 26, 2021 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh. DPHPLÂ is involved in the business of 4 Laning of PuducherryÂ Poondiyankuppam Section of NH-45A (New NH 32)Â from km 29.000 to km 67.000 (Design Chainage) underÂ Bharatmala Pariyojna Phase I (Residual NHDP-IV works)Â on HAM in the state of Tamil Nadu and Union TerritoryÂ of Puducherry. Currently the status of this Company isÂ wholly owned subsidiary of DBL. As at March 31, 2021 theÂ Company has not commenced its business activities.

(iv) Â Â Â DBL Viluppuram Highways Private Limited (DVHPL)

DVHPLÂ was incorporated on April 01, 2021 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh. DVHPL

(ii) Â Â Â DBL Betul-Sarni Tollways Limited (DBSTL)

DBSTL is involved in the business of developing Betul - Sarni - Tikadhana - Junnardeo - Parasia Road beingÂ developed by MPRDC on BOT (toll plus annuity) basis in

the state of Madhya Pradesh.

During the period under review, DBSTL has achieved revenue from operations of ' 2824.26 Lakhs and earnedÂ Net Loss after Tax of ' (49.76) Lakhs

Further, the Company (DBL) along with its nominees has transferred 1660800 shares i.e. 100 % shares held in theÂ DBSTL to Shrem Roadways Private Limited (SRPL) and toÂ the nominees of SRPL upto month of May 2021. As on the

date of the Board report the DBSTL is no more associate with the Company.

(iii) Â Â Â DBL Mundargi Harapanahalli Tollways Limited (DMHTL)

DMHTL is involved in the business of undertaking the project design, build, finance, operate, maintain and transferÂ of Existing State Highway named Mundargi- Hadagali-Harapanahalli on DBFOMT annuity basis.

During the period under review, DMHTL) has achieved revenue from operations of ' 3401.66 Lakhs and earnedÂ Net Profit after Tax of ' 2274.24 Lakhs

Further, the Company (DBL) along with its nominees has transferred 105661 shares i.e. 74 % shares held in theÂ DMHTL to Shrem Roadways Private Limited (SRPL) andÂ to the nominees of SRPL upto the month of March 2021.Â Currently, the status of DMHTL has been changed fromÂ wholly owned subsidiary company to associate companyÂ as on the date of this report.

(iv) Â Â Â DBL Hirekerur Ranibennur Tollways Limited (DHRTL)

DHRTL is involved in the business of undertaking the project "design, build, finance, operate, maintain andÂ transfer of existing state highway Hirekerur- Ranibennur inÂ the state of Karnataka on DBFOMT Annuity basis.

During the period under review, DHRTL has achieved revenue from operations of ' 3466.72 Lakhs and earnedÂ Net Profit after Tax of ' 2578.64 Lakhs

Further, the Company (DBL) along with its nominees has transferred 119834 shares i.e. 74 % shares held in theÂ DHRTL to Shrem Roadways Private Limited (SRPL) andÂ to the nominees of SRPL upto the month of March 2021.Â Currently, the status of DHRTL has been changed fromÂ wholly owned subsidiary company to associate companyÂ as on the date of this report

is involved in the business of 4 Laning of Viluppuram Puducherry Section of NH-45A (New NH 332) from km

0.000 to km 29.000 (Design Chainage) under Bharatmala Pariyojna Phase I (Residual NHDP-IV works) on HAM inÂ the state of Tamil Nadu and Union Territory of Puducherry".Â Currently the status of this Company is wholly ownedÂ subsidiary of DBL.

(v) Â Â Â DBL-Siarmal Coal Mines Private Limited" (DSCMPL)

DSCMPLÂ was incorporated on April 19, 2021 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh. DSCMPL isÂ involved in the business of "Mine Developer cum OperatorÂ for Development and Operation of Siarmal Open CastÂ Project in Sundergarh district of Odisha" Currently theÂ status of this Company is wholly owned subsidiary of DBL.

(vi) Â Â Â Sannur Bikarnakette Highways Private Limited (SBHPL)

SBHPLÂ was incorporated on April 22, 2021 under the Companies Act, 2013 having its registered office situatedÂ at Plot no. 5, Inside Govind Narayan Singh Gate, ChunaÂ Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh.Â SBHPL is involved in the business of "Four Laning ofÂ Sannur to Bikarnakette Section from Existing Km 698.850Â (Design Km 691+350) to Existing Km 744.190 (Design KmÂ 736+362) of NH- 169 under Bharathmala Pariyojana onÂ Hybrid Annuity Mode in the State of Karnataka (Package-III)" Currently the status of this Company is wholly ownedÂ subsidiary of DBL.

(vii) Â Â Â DBL Infraventures Private Limited (DIPL)

DIPLÂ was incorporated on July 02, 2021 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh.Â DIPLÂ isÂ involved in the business of carrying out the InfrastructureÂ related works . The Company is yet to commence itsÂ business. Currently the status of this Company is whollyÂ owned subsidiary of DBL.

(viii) Â Â Â DBL Infratech Private Limited (DIPL)

DIPLÂ was incorporated on July 08, 2021 under the Companies Act, 2013 having its registered office situated atÂ Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,Â Kolar Road, Bhopal 462016, Madhya Pradesh. DIPL isÂ involved in the business of carrying out the InfrastructureÂ related works . The Company is yet to commence itsÂ business. Currently the status of this Company is whollyÂ owned subsidiary of DBL.

Auditors and Auditors' Report

(a) Statutory Auditors & their Reports

M/s Mukund M. Chitale & Co., Chartered Accountants,

Mumbai (ICAI Firm Registration No. 106655W) were reappointed as Joint Statutory Auditor of the Company for a second consecutive term of three years (3) in the AnnualÂ General Meeting of the Company held on September 17,Â 2019 and M/s MSG & Associates, Chartered Accountants,Â Bhopal (ICAI Firm Registration No. 010254C) wereÂ appointed as the Joint Statutory Auditors of the CompanyÂ for a term of 5 years at the Annual General MeetingÂ held on September 11, 2017, subject to the ratification ofÂ shareholders at every Annual General Meeting of theÂ Company, on such remuneration as may be determined byÂ the Board.

In terms of the provisions relating to statutory auditors

forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment ofÂ Statutory Auditors at every AGM is no more a statutoryÂ requirement. Accordingly, the notice convening theÂ ensuing AGM does not carry any resolution on ratificationÂ of the appointment of the Statutory Auditors.

M/s Mukund M. Chitale & Co., Chartered c) Accountants, Mumbai and M/s MSG & Associates, Chartered

Accountants, Bhopal, have audited the books of accounts of the Company for the financial year ended March 31,Â 2021 and have issued the Auditor's Report there on. ThereÂ are no qualifications or reservations or adverse remarks orÂ disclaimers in the said report. Further, no fraud has beenÂ reported by the Auditors to the Audit Committee or theÂ Board during the period under review.

The Auditor's Report, read together with the notes on financial statements are self-explanatory and hence doÂ not call for any further comments under section 134 of theÂ Act.

The Company has obtained a certificate of independence and eligibility for their appointment as Statutory AuditorsÂ and the same are within the limits as specified in section 141Â of the Companies Act, 2013 and have also confirmed thatÂ they are not disqualified for re-appointment.

b) Cost Auditors and their Report

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records andÂ Audit) Rules, 2014 as amended from time to time, yourÂ Company has been carrying out audit of Cost RecordsÂ every year. The Board of Directors, on the recommendation

of Audit Committee, has appointed M/s Yogesh Chourasia & Associates, Cost Accountants, Bhopat (ICWAI FirmÂ Registration No. 000271), as Cost Auditors of the CompanyÂ for conducting the Cost Audit of the Company for the

Financial Year 2021-22. As required under the Companies Act, 2013, a resolution seeking members' ratification for theÂ remuneration payable to the Cost Auditor forms part of theÂ Notice convening the Annual General Meeting.

The Company has already filed the Cost Audit Report for

the Financial Year 2019-20 with the Central Government. The Cost Audit Report for the Financial Year 2019-20

does not contain any quatification, reservation or adverse remark. The Company has obtained Cost Audit Report forÂ the financial year 2020-21 and is in process to file the sameÂ with the Central Government.

c) Â Â Â Secretarial Audit Report

Secretariat Audit Report for the Financial Year 2020-21 issued by M/s Piyush Bindal & Associates, Practicing

Company Secretaries, Bhopal in Form MR-3 is annexed to the Board's Report asÂ Annexure-2Â which is selfexplanatory and do not call for any further explanation ofÂ the Board.

d) Internal Auditors

The Company has formed an internal audit department for conducting internal audit. The Internal audit team consistsÂ of Accountants and Engineers. The internal audit teamÂ carried out by the account & finance audit, quality auditÂ and store audit for financial year 2020-21. From time toÂ time, the Company's systems of internal controls coveringÂ financial, operational, compliance, IT applications, etc. areÂ reviewed by external experts. The major deviations areÂ highlighted and discussed with the concerned person andÂ the report highlighting the variations and the suggestedÂ corrective actions are also placed before the AuditÂ Committee and Board of the Company.

The Company at its Board meeting held on August 14, 2021 has appointed M/S SUNIL SARAF & ASSOCIATES,Â Chartered Accountant, Indore as an Internal Auditors of

the Company for carrying out the internal audit of the company for the financial year 2021-22 w.e.f. SeptemberÂ 01, 2021 .

Annual Return

The copy of Annual Return is prepared in Form MGT-7 as per the provisions of the Companies Act, 2013 and will be placed on theÂ website,Â www.dilipbuildcon.com.

Human Resources Development

in the long run.

(a) Board of Directors and Key Managerial Personnel

Pursuant to the provisions of section 203 of the Companies Act, 2013 and the rules made their under, during the year following are the Board of Directors and Key Managerial Personnel of the Company:

Sr. No.	Name of Directors/KMPs	Designation	Date of Appointment	DIN/PAN
1	Mr. Dilip Suryavanshi	Chairman and Managing Director	12.06.2006	00039944
2	Mrs. Seema Suryavanshi	Whole-time Director	12.06.2006	00039946
3	Mr. Devendra Jain	Whole-time Director & CEO	01.04.2009	02374610
4	Mr. Ashwini Verma	Independent Director	05.08.2014	06939756
5	Dr. Amogh Kumar Gupta	Independent Director	05.08.2014	06941839
6	Mr. Aditya Vijay Singh *	Independent Director	15.07.2011	03585519
7	Mr. Satish Chandra Pandey	Independent Director	23.01.2015	07072768
8	Mr. Vijay Chhibber	Independent Director	28.02.2017	00396838
9	Mr. Malay Mukherjee	Independent Director	13.02.2018	02272425
10	Ms. Ratna Dharashree Vishwanathan	Woman Independent Director	30.03.2019	07278291
11	Mr. Radhey Shyam Garg	President & Chief Financial Officer	10.12.2018	ACAPG0983A
12	Mr. Abhishek Shrivastava	Company Secretary & Compliance Officer	23.01.2015	AUXPS3081Q
*Ceased w.e.f. May 29, 2020.

(b) Directors seeking appointment/re- appointment

In terms of the provisions of the Companies Act, 2013, Mr. Devendra Jain(02374610) Whole time Director of theÂ Company will retire by rotation and being eligible, offerÂ himself for reappointment at the ensuing Annual GeneralÂ Meeting.

The Board recommends his re-appointment for the consideration of the Members of the Company at theÂ ensuing Annual General Meeting.

In case of appointment/re-appointment of Directors, the details of respective Directors as stipulated underÂ Regulation 36(3) of the Listing Regulations are included in

the Notice of Annual General Meeting.

Ms. Ratna Dharashree Vishwanathan (DIN: 07278291) was appointed as Independent Woman Director on the BoardÂ as required under the provisions of the Companies Act,Â 2013 and the SEBI (LODR) Regulations, 2015.

(d) Â Â Â Independent Directors and their Declaration

The Company is having 6 (Six) Independent Directors which are in accordance with the requirement of the SEBI (LODR)Â Regulations, 2015 as well as under the Companies Act,Â 2013. The Company has received necessary declarationsÂ from all the six Independent Directors to the effect thatÂ they meet the criteria of independence as provided underÂ Section 149(6) of the Companies Act, 2013 and Regulation

Sr. No.	Name of Independent Directors	Applied online for inclusion of nameÂ in data bank	Undertake to appear for theÂ Online ProficiencyÂ Test	Cleared the online Proficiency test	Exempted
1	Mr. Satish Chandra Pandey	07.02.2020	Yes	05.12.2020	-
2	Dr. Amogh Kumar Gupta	06.02.2020	-	-	Yes
3	Mr. Ashwini Verma	05.02.2020	Yes	09.01.2021	-
4	Mr. Vijay Chhibber	10.02.2020	-	-	Yes
5	Mr. Malay Mukherjee	07.02.2020	Yes	31.03.2020	-
6	Ms. Ratna Dharashree Vishwanathan	10.02.2020	_-	_-	Yes

policy is to maintain optimum combination of Executive and Non-Executive Directors. As on March 31, 2021,Â the Company has 9 (nine) Directors. Out of the 9 (nine)Â Directors, 3 (three) are Executive Directors and 6 (six) areÂ Non-Executive, Independent Directors.

Mr. Dilip Suryavanshi, Chairman & Managing Director, Mrs.

Seema Suryavanshi, Whole-time Director and Mr. Devendra Jain, Whole-time Director and CEO of the Company are theÂ Promoters of the Company. The Members of the BoardÂ are highly qualified and having varied experience in theirÂ respective feld and they assist the Board to discharge theirÂ functions from time to time.

(b) Meetings of the Board

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling

16(b) of SEBI (LODR) Regulations, 2015. In the opinion of

the Board, they fulfil the conditions specified in the Act and the Rules made thereunder for the appointmentÂ as Independent Directors and are independent of theÂ management.

The terms and conditions of appointment of the Independent Directors are placed on the website, www.Â dilipbuildcon.com.

(b) of sub regulation (1) of regulation 16 and that he isÂ not aware of any circumstance or situation, which existÂ or may be reasonably anticipated, that could impair orÂ impact his ability to discharge his duties with an objective

(e) Programme for familiarization of Directors

Constitution of the Board of Directors and their Meetings(a) Constitution of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 and

Section 149 of the Companies Act, 2013. The Company's

independent judgment and without any external influence and the board of directors of the company shall take onÂ record the declaration and confirmation submitted byÂ the independent director under sub-regulation (8) afterÂ undertaking due assessment of the veracity of the same.

Further, as per the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and

Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time, the declarationÂ received from the Independent Directors of the CompanyÂ related to online Proficiency Self-Assessment Test are asÂ under:

their programme. The agenda of the meeting is circulated to the members of the Board well in advance alongÂ with necessary papers, reports, recommendations andÂ supporting documents so that each Board member can

actively participate on agenda items during the meeting.

The Board met 4 (Four) times during the Financial Year 2020-21. The maximum interval between any two

meetings did not exceed 120 days. Details regarding the attendance of Directors in the meetings of Board and theÂ previous Annual General Meeting has been included in theÂ Corporate Governance Report which is forming part of thisÂ Annual Report.

The Board has complete access to any information within the Company. The Company has provided inter aliaÂ following information:

â¢ Â Â Â Financial results of the Company, its Subsidiaries and

Associates;

â¢ Â Â Â Minutes of meetings of the Board, Committees,Â resolutions passed by circulations and minutes of the

meetings of the Board of Subsidiary Companies;

â¢ Â Â Â Periodic compliance reports which includes noncompliance, if any;

â¢ Â Â Â Disclosures received from Directors;

â¢ Â Â Â Related party transactions;

â¢ Â Â Â Regular business updates;

â¢ Â Â Â Report on action taken on last Board MeetingÂ decisions;

â¢ Â Â Â Various Policies of the Board;

â¢ Â Â Â Code of Conduct for the members of the Board;

â¢ Â Â Â Discussion with the Auditors andÂ Â Â Â the audit committee

members.

Governance codes

(a) Code of Business Conduct & Ethics

courteous and respectful manner. The Code is displayed on the Company's website:www.dilipbuildcon.com.

b) Conflict of Interests

Each Director informs the Company on an annual basis

about the Board and the Committee positions he occupies in other Companies including Chairmanships and notifyÂ changes during the year. The Members of the Board

while discharging their duties, avoid con ict of interest in the decision-making process. The Members of BoardÂ restrict themselves from any discussions and voting inÂ transactions in which they have concern or interest.

on the Company's website:Â www.dilipbuildcon.com.

The code shall be applicable to the insiders of the Company which includes all insiders, designated persons and theirÂ immediate relatives, connected persons, Fiduciaries andÂ Intermediaries and shall come into effect from the dateÂ of listing of Equity Shares of the Company on a stockÂ exchange in India subsequent to an initial public offeringÂ of the Equity Shares of the Company. The Chief FinancialÂ Officer of the Company is the Compliance Officer forÂ monitoring adherence to the said PIT Regulations.

Further pursuant to the amendments in SEBI (PIT) Regulations, 2018, the Company has also formulated Policy

During the period under review, the Company has not received any complaints related to leak of UnpublishedÂ Price Sensitive information. No meeting was held duringÂ the financial year 2020-21.

COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory

and other Committees to deal with specific areas and activities which concern the Company and requires a closer review. TheÂ Committees are formed with approval of the Board and functionÂ under their respective Charters. These Committees play anÂ important role in the overall management of day-to-day affairsÂ and governance of the Company. The Board Committees meet atÂ regular intervals and take necessary steps to perform its dutiesÂ entrusted by the Board. The Minutes of the Committee MeetingsÂ are placed before the Board for noting. The Board currently hasÂ the following Committees_:

The members of the Committee, Meetings and Attendance during the financial year 2020-21 are as under:

Sr. No.	Name of Directors	Designation	Number of meetings attended
1.	Mr. Satish Chandra Pandey #	Chairman -Independent Director	4 of 4
2.	Mr. Ashwini Verma	Member -Independent Director	4 of 4
3.	Mr. Aditya Vijay Singh*	Member -Independent Director	0 of 4
4.	Dr. Amogh Kumar Gupta	Member -Independent Director	4 of 4
5.	Mr. Dilip Suryavanshi	Member -Managing Director	4 of 4
6.	Mr. Devendra Jain@	Member -Whole-time Director & CEO	3 of 4
7.	Ms. Ratna Dharashree Vishwanathan $	Chairperson -Independent Director	2 of 4

# Â Â Â Chairman till February 12, 2021

* Â Â Â Ceased w.e.f. May 29, 2020

@Member till May 29, 2020 and continue from August 14, 2020

$ Member w.e.f. August 14, 2020, Chairperson w.e.f. February 12, 2021

Mr. Abhishek Shrivastava, Company Secretary also acts as Secretary to the Committee.

The Audit Committee met 4 (Four) times during the Financial Year 2020-21. The maximum gap between two Meetings was not more than 120 days. The Committee met on May 29, 2020, August 14, 2020, November 5, 2020 and February 12, 2021. The requisiteÂ quorum was present at all the Meetings. The Chairman of the Audit Committee was present at the 14^thÂ Annual General Meeting ofÂ the Company held in Financial Year 2020-21.

Due to resignation of Mr. Aditya Vijay Singh, Non--executive Independent Director of the Company and further to maintain the composition of the audit committee as per the Companies Act, 2013 and SEBI (LODR), Regulations 2015, the Audit Committee wasÂ temporarily re-constituted with the combination of following directors:

Sr. No.	Name of Directors	Designation
1.	Mr. Satish Chandra Pandey	Chairman -Independent Director
2.	Mr. Ashwini Verma	Member -Independent Director
3.	Dr. Amogh Kumar Gupta	Member -Independent Director
4	Mr. Dilip Suryavanshi	Member - Managing Director

Further, in order to assist the Board to oversee and objectively assess the financial performance of the Company and its financial statements, internal controls, financial reporting, accounting standards, legal and regulatory compliance and the independenceÂ of its External Auditors and to strictly monitor and comply with all the applicable laws and regulations, the Board of DirectorsÂ of the Company at its Board meeting held on August 14, 2020, has approved induction of new members in the audit committee .

Pursuant reconstitution the Composition of the audit committee is as under:

Sr. No.	Name of Directors	Designation
1.	Mr. Satish Chandra Pandey	Chairman - Independent Director
2.	Ms. Ratna Dharashree Vishwanathan	Member-Independent Director
3.	Mr. Ashwini Verma	Member - Independent Director
4.	Dr. Amogh Kumar Gupta	Member - Independent Director
5.	Mr. Dilip Suryavanshi	Member - Managing Director
6.	Mr. Devendra Jain	Member -Whole-time Director & CEO

The Board of Directors of the Company at its Board meeting held on February 12, 2021, has approved the appointment of newÂ Chairperson of the Audit Committee and Ms. Ratna DharashreeÂ Vishwanathan has been elected as the Chairperson of the AuditÂ Committee

Further, the Board of Directors of the Company at its meeting held on August 14, 2020 has amended certain terms and

reference of the audit committee.

The substituted terms of reference of Audit Committee Inter-alia, includes the following:

a) Â Â Â Overseeing of the Company's financial reporting processÂ and the disclosure of its financial information to ensure that

the financial statement is correct, sufficient and credible;

b) Â Â Â Recommending to the Board, the appointment,Â remuneration and terms of appointment of the Statutory

Auditor of the Company;

c) Â Â Â Approving payments to Statutory Auditors for any other

services rendered by Statutory Auditors;

d) Â Â Â Reviewing, with the management, the Annual FinancialÂ Statements and Auditor's Report thereon beforeÂ submission to the Board for approval, with particularÂ reference to:

(i) Â Â Â Matters required to be included in the Director'sÂ 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;

(ii) Â Â Â Changes, if any, in accounting policies and practicesÂ and reasons for the same;

Mandatory Committees (a) Audit Committee

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013Â and Regulation 18 of the SEBI (LODR) Regulations, 2015.Â The composition, quorum, terms of reference, functions,Â powers, roles and scope are in accordance with SectionÂ 177 of the Companies Act, 2013 and the Regulation 18 ofÂ the SEBI (LODR) Regulations, 2015. All the members of theÂ committee are financially literate, Ms. Ratna DharashreeÂ Vishwanathan and Mr. Satish Chandra Pandey, areÂ independent directors and possesses financial expertise.

(iii) Â Â Â Major accounting entries involving estimates basedÂ on the exercise of judgment by management;

(iv) Â Â Â Significant adjustments made in the financialÂ statements arising out of audit findings;

(v) Â Â Â Compliance with listing and other legal requirementsÂ relating to financial statements;

(vi) Â Â Â Disclosure of any related party transactions;

(vii) Â Â Â Modified opinion(s) in the draft Audit Report.

e) Â Â Â Reviewing, with the management, the quarterly, halfyearly and Annual Financial Statements before submissionÂ to the Board for approval;

f) Â Â Â Reviewing, with the management, the statement of uses /Â application of funds raised through an issue (preferentialÂ issue, rights issue etc.), the statement of funds utilized forÂ purposes other than those stated in the offer document/Â prospectus/notice and the report submitted by theÂ monitoring agency monitoring the utilization of proceedsÂ of a public or rights issue, and making appropriateÂ recommendations to the Board to take up steps in thisÂ matter. This also includes monitoring the use or applicationÂ of the funds raised through the proposed initial publicÂ offering by our Company;

g) Â Â Â Reviewing and monitoring the auditor's independence andÂ performance, and effectiveness of audit process;

h) Â Â Â Approving of any subsequent modification of transactionsÂ of the Company with related parties;

i) Â Â Â Scrutinizing inter-corporate loans and investments;

j) Â Â Â Valuing undertakings or assets of the Company, whereverÂ it is necessary;

k) Â Â Â Evaluating internal financial controls and risk managementÂ systems;

l) Â Â Â Reviewing, with the management, the performance ofÂ statutory and internal auditors, and adequacy of the

internal control systems;

m) Â Â Â Reviewing the adequacy of internal audit function, if any,Â including the structure of the internal audit department,

staffing and seniority of the official heading the department, reporting structure coverage and frequency of internalÂ audit;

n) Â Â Â Discussing with internal auditors any significant findingsÂ and follow up thereon;

o) Â Â Â Reviewing the findings of any internal investigations byÂ the internal auditors into matters where there is suspected

vi. Statement of deviations:

a) Â Â Â Quarterly statement of deviation(s) including report ofÂ monitoring agency, if applicable, submitted to stockÂ exchange(s) in terms of the Securities and Exchange

Board of India (LODR) Regulations, 2015; and

b) Â Â Â Annual statement of funds utilized for purposes other

than those stated in the offer document / prospectus / notice in terms of the Securities and ExchangeÂ Board of India (LODR) Regulations, 2015.

The Board considered and approved the same and instructed to forward the matter to the audit

committee for its noting and record.

The powers of the Audit Committee includes the following:

i. Â Â Â To investigate any activity within its terms of reference;

ii. Â Â Â To seek information from any employee;

iii. Â Â Â To obtain outside legal or other professional advice; and

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

Details of establishment of vigil mechanism for directors and employees

The Company at its Board Meeting held on August 14, 2020 has

amended the Vigil Mechanism and Whistle Blower Policy . The policy aims for conducting the affairs in a fair and transparentÂ manner by adopting highest standards of professionalism,Â honesty, integrity and ethical behaviour. All permanentÂ employees of the Company are covered under the VigilÂ Mechanism Policy.

(b) Stakeholder's Relationship Committee

Stakeholder's Relationship Committee has been constituted by the Board in accordance with Section 178Â (5) of the Companies Act, 2013.

Stakeholder's Relationship Committee consists of the following persons and met 1 (One) time during the FinancialÂ Year 2020-21 on May 28, 2020. The requisite quorum wasÂ present at all the Meetings. The details of the same are asÂ under:

Sr. No.	Name of Directors	Designation	Number of meetings attended
1.	Mr. Satish Chandra Pandey	Chairman- Independent Director	1 of 1
2.	Mr. Dilip Suryavanshi	Member -Managing Director	1 of 1
3.	Mr. Devendra Jain	Member-Whole-time Director & CEO	1 of 1
4.	Mr. Ashwini Verma	Member -Independent Director	1 of 1
5.	Dr. Amogh Kumar Gupta	Member- Independent Director	1 of 1
Mr. Abhishek Shrivastava, Company Secretary also acts as Secretary to the Committee.

The terms of reference of the Stakeholder's Relationship Committee of the Company includes the following:

a) Â Â Â Consider and resolve grievances of the security holders of the Company, including complaints related to the transfer of shares,Â non-receipt of Annual Report and non-receipt of declared dividends; and

b) Â Â Â Carrying out any other function as prescribed under the SEBI (LODR) Regulations, 2015.

STATUS OF INVESTOR COMPLAINTS FOR THE FINANCIAL YEAR 2020-21

During the year under review, your company has received total 3 complaints and same has been redressed as on March 31, 2021. Therefore, no complaints were pending as on March 31, 2021. Details are as under:

Particulars	Pending as on March	Financial Year 2020-21		Pending as on March
Particulars	31, 2020	Received	Redressed	31, 2021
Shareholder Complaints	NIL	3	3	Nil

The Nomination and Remuneration Committee has been constituted by the Board in ccordance with the provisionÂ of section 178 of Companies Act, 2013 and Regulation 19 of

SEBI (LODR) Regulations, 2015.

The Nomination and Remuneration Committee consist of the following persons and all the members of theÂ committee are Independent Directors. The Committee metÂ 2 (Two) times during the Financial Year 2020-21 held onÂ May 28, 2020 and August 13, 2020.

The requisite quorum was present at all the Meetings. The Chairman of the Nomination and Remuneration CommitteeÂ was present at the 14^thÂ Annual General Meeting of theÂ Company held in the Financial Year 2020-21. The Details ofÂ the same are as under:

Sr. No.	Name of Directors	Designation	Number of meetingsÂ attended
1.	Mr. Satish Chandra Pandey	Chairman -Independent Director	2 of 2
2.	Mr. Ashwini Verma	Member - Independent Director	2 of 2
3.	Dr. Amogh Kumar Gupta	Member - Independent Director	2 of 2

fraud or irregularity or a failure of internal control systems

of a material nature and reporting the matter to the board;

p) Â Â Â Discussing with statutory auditors, internal auditors,Â secretarial auditors and cost auditors before the audit

commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

q) Â Â Â To look into the reasons for substantial defaults inÂ the payment to the depositors, debenture holders,

shareholders (in case of non-payment of declared dividends) and creditors;

r) Â Â Â To review the functioning of the whistle blower mechanism;

s) Â Â Â Establishing a vigil mechanism policy for directors

and employees to report their genuine concerns and grievances.

t) Â Â Â Approval of appointment of the CFO (i.e., the whole-timeÂ Finance Director or any other person heading the financeÂ function or discharging that function) after assessing theÂ qualifications, experience and background, etc. of theÂ candidate;

u) Â Â Â Review and monitor the process for compliance with laws,Â regulations and the code of conduct as per SEBI InsiderÂ Trading Regulations, 2015, and all other applicable Laws,Â rules and regulations, if any;

v) Â Â Â Review all the provisions as per the Companies Act,Â 2013 and Securities and Exchange Board of India (LODR)

Regulations, 2015 as amended from time to time; and

w) Â Â Â Carrying out any other function as mentioned in the termsÂ of reference of the Audit Committee.

The Audit Committee also mandatorily review the following information:

i. Â Â Â Management discussion and analysis of financial condition

and result of operations;

ii. Â Â Â Statement of significant related party transactions

(as defined by the Audit Committee), submitted by management;

iii. Â Â Â Management letters/ letters of internal control weaknessesÂ issued by the Statutory Auditor;

iv. Â Â Â Internal audit reports relating to internal controlÂ weaknesses;

v. Â Â Â The appointment, removal and terms of remuneration of

the Chief Internal Auditor shall be subject to review by the Audit Committee; and

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.

Nomination and Remuneration policy was adopted by the Board on the recommendation of Nomination &Â Remuneration Committee. The Policy is available on the

website of the Company,Â www.dilipbuildcon.com

Brief description of terms of reference:

â¢ Â Â Â Formulation of the criteria for determining qualifications,Â positive attributes and independence of a DirectorÂ and recommend to the Board a policy relating to, the

remuneration of the Directors, Key Managerial Personnel and other employees;

â¢ Â Â Â Formulation of criteria for evaluation of performance ofÂ independent Directors and the Board;

â¢ Â Â Â Devising a policy on Board diversity;

â¢ Â Â Â Determining whether to extend or continue the term ofÂ appointment of the Independent Director, on the basis ofÂ report of performance evaluation of independent directors;

# Â Â Â Member and Chairman upto February 12, 2021Â & Member upto February 12, 2021

$ Member and Chairman w.e.f. February 12, 2021 @ Member w.e.f. February 12, 2021

* Â Â Â No meeting has been held after his/her appointment

Mr. Abhishek Shrivastava, Company Secretary also acts as Secretary to the Committee.

CSR policy was adopted by the Board on the recommendation of CSR Committee. As per the Rule 9 of Companies (CSR Policy)Â Rules, 2014, the Corporate Social Responsibility Policy isÂ available on the website of the Company,Â www.dilipbuildcon.Â com.

Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility policy) Rules,Â 2014 is prepared and same is annexed to the Board's Report asÂ Annexure 3.

The details of amount budgeted, spent and unspent along with the reasons for not spending the CSR amount are included in

the said report.

Further, during the year your company has spent

' 4,826.45 Lakhs out of the budget allocated of ' 1,366.4 Lakhs.

â¢ Â Â Â Carrying out any other function as prescribed under theÂ SEBI Listing Regulations;

â¢ Â Â Â Recommend to the board, all remuneration, in whateverÂ form, payable to senior management; and

Mechanism for Evaluation of Board, Committees, Chairperson and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and the

SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspectsÂ of the Board's functioning, composition of the Board and its

Committees, culture, execution and performance of specific duties, obligations and governance.

As per Section 134(3) read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the evaluation is done by theÂ Independent Directors of the Board for the performance ofÂ the executive directors with specific focus on the performanceÂ and effective functioning of the Board and Individual DirectorsÂ and for the aforesaid purpose, Independent Directors of theÂ Company have conducted their separate meeting on May 28,Â 2021. The Board of Directors expressed their satisfaction withÂ the evaluation process.

Criteria for evaluation of Board as a whole

i. Â Â Â Board CompositionÂ Â Â Â &Â Â Â Â Quality;

ii. Â Â Â Board Meetings;

iii. Â Â Â Committees;

iv. Â Â Â Core Governance &Â Â Â Â Compliance; and

v. Â Â Â Risk Management.

Criteria for evaluation of Committees

i. Â Â Â Structure of committees;

ii. Â Â Â Appropriateness of delegation of responsibilities by theÂ Board to its committees;

iii. Â Â Â Composition of the committees;

iv. Â Â Â The meetings are conducted in a manner that ensuresÂ open communication and meaningful participation;

v. Â Â Â The amount of information received is appropriate forÂ discussion and decision making purposes;

vi. Â Â Â The reporting by each of the Committees to the Board isÂ sufficient;

vii. Â Â Â Committees takes effective and proactive measures toÂ perform its functions; and

viii. Â Â Â The frequency of the Committee meetings is adequate.Â Criteria for evaluation of Chairperson

i. Â Â Â Leadership; and

ii. Â Â Â Managing Relationships.

Criteria for evaluation of the Executive Directors

i. Â Â Â Strategy Formulation & Execution;

ii. Â Â Â Board Meetings;

iii. Â Â Â Interpersonal Skills;

iv. Â Â Â Leadership;

v. Â Â Â Diligence; and

vi. Â Â Â Knowledge & Expertise.

Criteria for evaluation of the Independent Directors

i. Â Â Â Knowledge & Expertise;

ii. Â Â Â Participation in Board Meetings;

iii. Â Â Â Interpersonal Skills;

iv. Â Â Â Professional Conduct & Independence;

v. Â Â Â Diligence;

vi. Â Â Â Roles & Responsibilities; and

vii. Â Â Â Disclosure & Reporting.

Company's policy on remuneration of Directors, KMPs and other employees:

The Policy of the Company on remuneration of Directors, KMPs and other employees including criteria for determiningÂ qualifications, positive attributes, independence of a DirectorÂ and other matters provided under sub-section (3) of section 178Â of the Companies Act, 2013, is annexed to the Board's Report asÂ Annexure -4

(d) Corporate Social Responsibility (CSR) Committee

CSR Committee consists of the following persons and met 3 (Three) times during the Financial Year 2020-21 onÂ August 13, 2020, October 01, 2020, February 11, 2021. TheÂ requisite quorum was present at all the Meetings .

The members of the Committee, Meetings and Attendance during the financial year 2020-21 are as under:

Sr. No.	Name of Directors	Designation	Number of meetings attended
1.	Mr. Satish Chandra PandeyÂ #	Chairman -Independent Director	3 of 3
2.	Mr. Ashwini Verma	Member -Independent Director	3 of 3
3.	Dr. Amogh Kumar Gupta&	Member -Independent Director	3 of 3
4.	Mr. Dilip Suryavanshi	Member -Managing Director	3 of 3
5.	Mr. Devendra Jain	Member -Whole-timeÂ Director & CEO	3 of 3
6.	Mr. Vijay Chhibber $	Chairman -Independent Director	0 of 3*
7.	Ms. Ratna DharashreeÂ Vishwanathan @	Member -Independent Director	0 of 3*

Further, during the year your company has identified 25 (Twenty Five) Projects for CSR activities and has allocated the amount ofÂ ' 4,839.87 Lakhs.

(e) Group Governance Committee

The Group Governance Committee has been constituted on December 10, 2018 by the Board to authorize theÂ committee to evaluate the Corporate Governance ofÂ unlisted subsidiaries of the Company with the compositionÂ of three independent directors.

Group Governance Committee consists of following persons and met once during the Financial Year 2020-21Â on February 11, 2021. The requisite quorum was present atÂ the Meeting. The details of the same are as under:

Sr. No.	Name of Directors	Designation	Number of meetingsÂ attended
1.	Mr. Satish Chandra Pandey	Chairman -Independent Director	1 of 1
2.	Mr. Ashwini Verma	Member -Independent Director	1 of 1
3.	Dr. Amogh Kumar Gupta&	Member -Independent Director	1 of 1

Brief description of terms of reference:

i. Â Â Â To formulate a strong and effective group governanceÂ policy;

ii. Â Â Â Establish a Framework for evaluation of the CorporateÂ Governance of the unlisted Subsidiaries of the Company;

iii. Â Â Â Oversee & evaluate the performance and CorporateÂ Governance practices of the unlisted Subsidiaries of theÂ Company;

iv. Â Â Â Report any deviation to the Board;

v. Â Â Â To ensure mandatory disclosures are made to theÂ concerned authorities by the Subsidiaries Companies;

vi. Â Â Â To ensure that composition of Board of Directors andÂ Committees of subsidiaries are commensurate with theÂ Companies Act, 2013;

vii. Â Â Â To ensure role of the Board and Committees of subsidiariesÂ are clearly defined and they meet at suitable intervals;

viii. Â Â Â To monitor Subsidiary's Board effectiveness and its roles;

ix. Â Â Â To recommend such governance practices as may beÂ deemed fit to the unlisted subsidiaries upon gettingÂ approval of the Board on the same;

The Risk Management Committee consists of following members and met 3 (three) time during the Financial YearÂ 2020-21 on August 13, 2020, November 05, 2020 andÂ February 11, 2021. The requisite quorum was present at allÂ the Meetings. The details of the same are as under:

Sr. No.	Name of Directors	Designation	Number of meetingsÂ attended
1.	Mr. Dilip Suryavanshi	Chairman -Managing Director	3 of 3
2.	Mr. Devendra Jain	Member -Whole-time Director & CEO	2 of 3
3.	Mr. Ashwini Verma	Member -Independent Director	3 of 3
4.	Dr. Amogh Kumar Gupta@	Member- -Independent Director	3 of 3
5.	Mr. Malay Mukherjee*	Member -Independent Director	0 of 3

x. Â Â Â driving consistency in respect of governance andÂ regulatory conduct matters across the Group;

xii. Â Â Â To assist in the compliance of regulatory requirements asÂ may be necessary for various authorities viz. Registrar ofÂ Companies, Ministry of Corporate Affairs, NHAI, MPRDC,

MHRDC, other Central, State and Semi Government organisations, Banks, Tax Authorities etc.;

xiii. Â Â Â To review the operational and financial performance of theÂ Subsidiaries and if necessary, advise for the betterment.

(f) Risk Management

The Risk Management Committee has been constituted by the Board in accordance with Regulation 21 of SEBIÂ (LODR) Regulations, 2015. Based on the skills/expertise/

competence of the board of Director in their functional areas, your Company has done the Competency mappingÂ of the directors of the Company and their efficient services /Â guidance used for the improvement in the organization. TheÂ Board of Directors of the Company at its meeting held onÂ February 12, 2021 has re-constituted the Committee. All theÂ members of the committee are Directors of the Company.

Pursuant to reconstitution the Composition of the Risk

Management committee are is under:

Sr. No.	Name	Designation
1.	Mr. Dilip Suryavanshi	Chairman - Managing Director
2.	Mr. Devendra Jain	Member - Whole-time Director & CEO
3.	Mr. Ashwini Verma	Member - Independent Director
4.	Mr. Malay Mukherjee	Member - Independent Director

@Member till February 12, 2021

* Member w.e.f. February 12, 2021 and no meeting has been held after his appointment.

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.

Terms of reference of the Risk Management Committee are as under:

1. Â Â Â Laying down risk assessment plan, minimizationÂ procedures and informing the Board of the same;

2. Â Â Â Framing, implementing, reviewing and monitoring theÂ risk management plan for the Company; and

3. Â Â Â Performing such other activities as may be delegatedÂ by the Board and/or are statutorily prescribed underÂ the SEBI (LODR) Regulations, 2015.

The Committee has formulated a Risk Assessment and Management Policy to create and protect shareholders'Â value by minimizing threats or losses and identifying andÂ maximizing opportunities. Risk Management Policy of theÂ Company outlines different kinds of risks and risk mitigatingÂ measures to be adopted by the Board. The Company hasÂ adequate internal control systems and procedures toÂ combat the risk.

(g) Enquiry Committee for leak of Unpublished PriceÂ Sensitive Information

Pursuant to the amendments in SEBI (PIT) Regulations,

2018, the Company has also formulated Policy for Procedure of Inquiry in case of Leak of UnpublishedÂ Price Sensitive Information and constituted an EnquiryÂ Committee to take appropriate action on becoming awareÂ of leak of unpublished price sensitive information andÂ inform the Board promptly of such leaks, inquiries andÂ results of such inquiries.

The Company has not received any Complaint related to leak of unpublished price sensitive information of the CompanyÂ hence no meeting was held during the financial year 202021. Further, the Company on frequent basis intimating to theÂ Stock Exchanges regarding the Price sensitive informationÂ as per the SEBI (LODR) Regulations, 2015.

Other committees constituted by the Board of Directors of the Company for smooth operation of the Business:

a) Borrowing Committee

Sr. No.	Name of Directors	Designation	Number of meetingsÂ attended
1	Mr. Dilip Suryavanshi	Chairman - Managing Director	18 of 18
2	Mrs. Seema Suryavanshi	Member-Wholetime Director	18 of 18
3	Mr. Karan Suryavanshi	Member	18 of 18
4	Mr. Bharat Singh	Member	18 of 18
5	Mr. Kundan Kumar Das	Member	18 of 18
6	Mr. Pradeep Suryavanshi	Member	18 of 18

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.

And the Committee met 18 (Eighteen) times during the Financial

Year 2020-21 on June 16, 2020, June 25, 2020, August 17, 2020,

September 30, 2020, October 13, 2020, October 17, 2020, October

22, 2020, October 30, 2020, November 11, 2020 , November 21,

2020, Â Â Â December 02, 2020, December 08, 2020, January 23,

2021, Â Â Â January 29, 2021, February 03, 2021, February 16, 2021.

February 20, 2021 and March 16, 2021. The requisite quorum

was present at all the Meetings.

The terms of reference of the Borrowing Committee of the

Company includes the following:

1. Â Â Â To negotiate, finalise and approve the proposals forÂ borrowings, Bank Guarantees including lease facilityÂ for procurement of assets on lease basis from variousÂ Banks, Financial Institution and the Finance CompaniesÂ and the terms and conditions of such borrowings, BankÂ Guarantees and lease facility, provided that the saidÂ committee shall not approve the proposals for borrowings,Â Bank Guarantees and lease facility exceeding ' 13,000Â Crores (Rupees Thirteen Thousand Crores only) at anyÂ point of time.

2. Â Â Â To appoint any one or more official(s) of the companyÂ as Authorized Signatory(ies) to execute and sign all theÂ agreements, security documents and other necessaryÂ documents including any amendment to the executedÂ documents with the concerned Bank or Financial InstitutionÂ or Finance Companies as may be required by them in theirÂ prescribed format or otherwise and to perform all otherÂ acts, deeds for and on behalf of the Company as may beÂ required to avail the facility; and

3. Â Â Â the Board do hereby agree to review/confirm/ratify allÂ the business transacted or approved by the CommitteeÂ from time to time and a copy of the minute book of theÂ committee be placed before the Board at the subsequentÂ Board meeting to consider and take on record the same.

b) Business Development and Administration Committee

The Board constituted the Business Development and Administration Committee to take decisions regardingÂ the day to day business operations of the Company. The

members of the Committee are as under:

Sr. No.	Â	Â	Number of
Sr. No.	Name of Directors	Designation	meetings attended
1	Mr. Dilip	Chairman-	8 of 8
Â	Suryavanshi	Managing Director	Â
2	Mrs. Seema	Member-Whole-	8 of 8
Â	Suryavanshi	time Director	Â

Sr. No.	Â	Â	Number of
Sr. No.	Name of Directors	Designation	meetings attended
3	Mr. Devendra Jain	Member -Whole- timeÂ Director & CEO	8 of 8
4	Mr. Kundan K. Das	Member-AGM Business Development	8 of 8

h) Â Â Â To file or cause to be filed; any civil suit for recoveryÂ of monies due to the company or for any other reliefÂ or file/withdraw/settle/compromise the appropriateÂ civil actions under appropriate provisions of theÂ relevant laws;

i) Â Â Â To sign the Vakalatnama authorizing the counsel toÂ initiate and maintain all such legal proceeding andÂ make statement and be present before the authoritiesÂ on behalf of the company as and when required;

j) Â Â Â To provide necessary documents required in theÂ court of law;

k) Â Â Â To review and follow up on the action taken on theÂ Committees decisions'

l) Â Â Â To review, propose and monitor annual budget if any,Â subject to the ratification of the Board; and

m) Â Â Â To attend to any other responsibility as may beÂ entrusted by the Board within the terms of reference.

C) Lending & Investment Committee

The Board constituted Lending & Investment Committee to delegate its power to invest the funds of the Company andÂ to grant loans, provide guarantee and security. FurtherÂ the Board of Directors of the Company had made certainÂ amendments in the terms of reference of the committeeÂ through passing circular resolution on December 11, 2020Â and March 31, 2021. The Members of the Committee are asÂ under:

Sr. No.	Name of Directors	Designation	Number of meetingsÂ attended
1	Mr. Dilip Suryavanshi	Chairman Managing Director	9 of 9
2	Mr. Devendra Jain	Member-Wholetime Director & CEO	9 of 9
3.	Mr. Satish Chandra Pandey	Member -Independent Director	9 of 9
4	Dr. Amogh Kumar Gupta	Member -Independent Director	9 of 9

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.

The Committee met Eight (8) times during the Financial Year 2020-21 on July 24, 2020, August 08, 2020, September 14,Â 2020, October 06, 2020, October 13,2020, November 18,Â 2020, January 08, 2021 and March 01, 2021. The requisiteÂ quorum was present at all the Meetings.

The terms of reference of the Business Development and

Administration Committee of the Company inter alia includes

the following: -

1. Â Â Â To approve, finalise the terms and conditions of theÂ proposals/projects/bid application, Joint Venture

Agreement, and other documents and writings as may be required for processing and finalizing the applications forÂ making bids for the projects;

2. Â Â Â To authorize any officer of the company, consultant, agent,Â authorized official of joint venture partner of the companyÂ or any other person to sign and submit all applications,Â bids, Agreements, and other documents and writings andÂ to participate in Pre-applications and other conferenceÂ and to provide information to the Authority, to sign andÂ execute all contracts including the Concession AgreementÂ and undertaking consequent to acceptance of aboveÂ mentioned bid;

5. Â Â Â To approve and transact routine administrative matters;

6. Â Â Â To review the operations of the Company in general;

7. Â Â Â To authorize opening and closing of bank accounts or any

other banking requirement;

8. Â Â Â To authorize additions/deletions to the signatoriesÂ pertaining to banking transactions which includes letter ofÂ credit facility, Bill Discounting, Line of Credit;

9. Â Â Â To approve donations as per the policy approved by theÂ Board; if any,

10. Â Â Â To delegate authority to the Company's official(s) to

represent the Company at various courts, government authorities and so on for the following matters:

a) Â Â Â To demand, receive, recover, accept, exercise or utilizeÂ any claim, things, right, or any object to which theÂ Company is entitled and/or to deposit, make and giveÂ receipts, dues. To take and/or deliver the possession ofÂ Project's 'Right of Way/Site and lease hold property/Â assets for and on behalf of Company;

b) Â Â Â To appear, represent, dispose and record statement,Â make and move application for and on behalf ofÂ the company and authorized to make sign, execute,Â verify and register various applications, papers,Â documents, statements, on company's behalf andÂ authority to deposit amount incidental thereto andÂ as may be required to submit before any lawfulÂ authority, Central and State Government DepartmentÂ (individually "Authorityâ and collectively Authoritiesâ)Â and any Agency;

c) Â Â Â Any other agreements, joint memorandum, containingÂ inventory of site, documents, or instruments that areÂ require to be entered with any or all "Authorityâ and toÂ do all incidental acts things and deeds of whatsoeverÂ nature in relation to the project Activity (ies);

d) Â Â Â Authority to collect and/or submit documentsÂ or produce/ receive the documentary evidence,Â measurement book, bill payment and/or to receiveÂ from any Government Departments, AuthorityÂ Agency having authority in relation to the projects ofÂ the Company;

e) Â Â Â To do all such other acts, matters and thingsÂ necessary filing for contractual obligations on behalfÂ of Company and to safeguard the legal interest ofÂ the company in any manner whatsoever includingÂ reference(s) of dispute to authority and/or ArbitrationÂ in relation to any projects;

f) Â Â Â To appear, act and depose on behalf of the companyÂ before any High Court or before any Commission,Â Tribunal Police Authorities or any other forum having

jurisdiction'

g) Â Â Â To make, sign, execute, verify and register variousÂ pleadings, applications, Counter/Rejoinder Affidavits,Â papers, documents, appeal, revision, writ petitions,Â written statements, reply, complaints, affidavit etc.Â before the authorities;

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.

The Committee met Night (9) times during the Financial Year 2020-21 on August 21, 2020, September 04,Â 2020,September 11, 2020, September 21, 2020, October

08, 2020, October 09, 2020, December 19, 2020, December 26, 2020 and March 11, 2021. The requisite quorum wasÂ present at all the Meetings.

The terms of reference of the Committee includes the authority under section 179(3) read with the section 185, 188Â and the provisions of the SEBI (LODR) Regulations, 2015 asÂ may be applicable to the Company from time to time and areÂ as follows:-

1. Â Â Â authorized to make investment or acquisition by way ofÂ subscription, purchase or otherwise, securities of anyÂ other Company/ies or body corporate without any specificÂ limit;

2. Â Â Â as per the requirements of the tender/bid documents, asÂ invited by the various authority/ies, or any other specificÂ requirements of the tender/bid issuing authority/ies,Â the lending and investment committee of the CompanyÂ be and is hereby authorised to give specific approval/Â confirmation/undertaking on behalf of the Company to theÂ authority/ies for making 100% Investment /acquisition byÂ way of subscription, purchase or otherwise, securities ofÂ any other Company/ies or body corporate;

3. Â Â Â authorized to give any loan, guarantee, security, indemnityÂ to any person or other body corporate, including theÂ subsidiary and associate concerns or otherwise as theÂ case may be provided that such loan to each person orÂ body corporate including the subsidiary and associateÂ concerns or otherwise as the case may be without anyÂ specific limit;

4. Â Â Â To consider and decide the requirement for incorporationÂ of a new subsidiary company and authority to makeÂ such initial contribution in the share capital and furtherÂ investment in such new company and to nominate theÂ signatory and directors for and on behalf of the Company;Â and

5. Â Â Â To consider and decide the requirement for acquiring anyÂ shares of any body corporate or becoming partner in anyÂ of the Joint venture/LLP/Partnership firm and to nominateÂ for appointment of the authorized representative, to giveÂ authority for the Banking operation and to give authorityÂ for any project on behalf the Company.

d) Business Responsibility Committee

The Business Responsibility Committee had been constituted to authorize the committee to establish aÂ Mechanism for Business Responsibility, oversee itsÂ implementation, to make any changes / modifications,Â as may be required, from time to time and to review andÂ recommend the Business Responsibility Reports (BRR) toÂ the Board for its approval. The Members of the Committee

Sr. No.	Name of Directors	Designation	Number of meetings attended
1.	Mr. Satish Chandra Pandey	Chairman- Independent Director	1 of 1
2.	Mr. Bharat Singh	Member	1 of 1
3.	Mr. Raja Ghosh	Member	1 of 1

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.

The Committee met 1 (One) time during the Financial Year 2020-21 on August 13, 2020. The requisite quorum wasÂ present at all the Meetings.

The terms of reference of the Business Responsibility Committee of the Company inter alia includes the following:-

i. Â Â Â Establish a Framework for Business Responsibility;

ii. Â Â Â Oversee the implementation of the framework for BusinessÂ Responsibility and to make any changes / modifications, asÂ may be required, from time to time;

iii. Â Â Â Report any deviation to the Board;

iv. Â Â Â To review and recommend the Business ResponsibilityÂ Reports (BRR) to the Board for its approval; and

v. Â Â Â Establish a grievance redressal system for BusinessÂ Responsibility.

Particulars of contracts or arrangements with related parties referred to Section 188(1):

All transactions entered with Related Parties for the year under review were entered on arm's length basis and in the ordinaryÂ course of business and that the provisions of Section 188(1) ofÂ the Companies Act, 2013 and the Rules made thereunder wereÂ not attracted.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014 and the same is annexed to the Board's Report as Annexure-5.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. The Company has aÂ process in place to periodically review and monitor RelatedÂ Party Transactions. Omnibus approval was obtained on aÂ yearly basis for transactions which are of repetitive nature. AllÂ the related party transactions were in the ordinary course ofÂ business and at arm's length.

The Audit Committee and the Board have approved the Related Party Transactions Policy and the same has been placed on theÂ Company's website,Â www.dilipbuildcon.com

Related Party Disclosures

Disclosures of Loans and advances in the nature of loans to Subsidiaries/Associates/others by name and amount at the yearÂ end and the maximum amount of loans outstanding during theÂ year has been disclosed in Notes 4 and 28 to the StandaloneÂ Financial Statements. The said disclosures are also given in theÂ Financial Statements of Subsidiary/ Associate Companies.Â Particulars of employees

Director's Responsibility Statement

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, with respect to theÂ Directors' Responsibility Statement, the Directors confirm that:

a) Â Â Â in the preparation of the annual accounts, the applicableÂ accounting standards had been followed along with properÂ explanation relating to material departures;

d) Â Â Â that the directors had prepared the annual accounts for theÂ Financial Year ended March 31, 2021 on a going concernÂ basis;

e) Â Â Â that the directors had laid down internal financial controlsÂ to be followed by the Company and that such internalÂ financial controls are adequate and were operatingÂ effectively; and

f) Â Â Â that the directors had devised proper systems to ensureÂ compliance with the provisions of all applicable lawsÂ and that such systems were adequate and operatingÂ effectively.

Internal Control System and their Adequacy

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures.Â The Company's internal control system is commensurate withÂ its size, scale and complexities of its operations. The internal andÂ operational audit is entrusted to M/s Adalatwale and Bhagwat,Â a reputed firm of Chartered Accountants. The main thrust ofÂ internal audit is to test and review controls, appraisal of risksÂ and business processes, besides benchmarking controls withÂ best practices in the industry.

To maintain its objectivity and independence, the Internal Audit Function reports to the Chairman of the Audit Committee.

Risk management

Risk Management

(a) Market Risk

The sensitivity analysis for interest rate risk has been mentioned in Note 32 of standalone financial statements

and consolidated financial statements being part of this Annual Report.

(b) Â Â Â Credit Risk

Liquidity risk is the risk that the Company may not be able

(d) Â Â Â Regulatory Risk

(e) Â Â Â Human Resource Risk

(f) Â Â Â Commodity Price Risk

The company is exposed to the risk of price fluctuations of Raw materials required for their road projects such asÂ Bitumen, Cement, Steel (Iron & Steel), Crushed Stone, etc.Â The company proactively manages these risks throughÂ forward booking, inventory management and proactiveÂ vendor development practices. The risk of price fluctuationsÂ in commodities is also mitigated to certain extend based onÂ the price escalation clause included in the contracts withÂ the customers

The Company is conscious of the importance of dean environment and safe operations. The Company'sÂ policy requires conduct of operations in such mannerÂ so as to ensure safety of all concerned, compliances ofÂ environmental regulations and preservation of naturalÂ resources.

Internal Complaints Committee (ICC) and other disclosures under the Sexual Harassment of women atÂ Workplace (Prevention, Prohibition and Redressal) Act,Â 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention,Â prohibition and redressalof sexual harassment at workplaceÂ in line with the provisions of Sexual Harassment of WomenÂ at Workplace (Prevention, Prohibition and Redressal) Act,Â 2013 and the rules framed thereunder. Internal ComplaintsÂ Committee (ICC) has been set up to redress complaintsÂ received regarding sexual harassment. All employeesÂ (permanent, contractual, temporary, trainees) are coveredÂ under this policy. During the Financial Year ended MarchÂ 31, 2021, the Company has not received any ComplaintsÂ pertaining to Sexual Harassment.

Statements in this Board's Report and Management Discussion and Analysis describing the Company'sÂ objectives, projections, estimates, expectations orÂ predictions may be "forward-looking statementsâ withinÂ the meaning of applicable securities laws and regulations.Â Actual results could differ materially from those expressedÂ or implied. Important factors that could make difference toÂ the Company's operations include raw material availabilityÂ and its prices, cyclical demand and pricing in the Company'sÂ principle markets, changes in Government regulations, TaxÂ regimes, economic developments in the Country and otherÂ ancillary factors.

Acknowledgements

The Company is grateful to its customers, shareholders, debentureholders, suppliers, financial institutions, bankers,

Central and State Governments and all the regulatory authorities for their constant support to the Company.Â The Directors also place on record their deep appreciationÂ of the contribution made by employees at all levels, theÂ consistent growth of the Company was made possibleÂ by their hard work, loyalty, dedication, co-ordination andÂ support.

For and on behalf of the Board of Directors of Dilip Buildcon Limited

Dilip Suryavanshi Â Â Â Devendra Jain

Chairman & Managing Director Â Â Â Whole -time Director & CEO

DIN : 00039944 Â Â Â DIN : 02374610

Place: Bhopal Date :14.08.2021

Mar 31, 2018

To,

The Members,

Dilip Buildcon Limited

The Directors have pleasure in presenting their Twelfth Annual Report on the business and operations of the Company and the standalone and consolidated financial statements of the Company for the Financial Year ended March 31, 2018.

Financial Results

Standalone and Consolidated: The Standalone and Consolidated performance for the Financial Year ended March 31, 2018 is as under:

(Rs in Lakhs)

Particulars	Standalone		Consolidated
	Year ended March	Year ended March	Year ended March	Year ended March
	31, 2018	31, 2017	31, 2018	31, 2017
Gross Revenue	776139.55	510907.14	795468.47	533140.40
Total expenses	708247.00	474900.44	734725.64	495927.70
Profit / (loss) before tax	66371.78	36006.70	63122.08	37212.70
Tax expenses
Current tax	1277.13	81.11	1277.32	97.89
Deferred tax	3064.55	(168.68)	4842.15	1346.65
Profit for the year from continuing	62030.10	36094.27	57002.61	35768.16
operations
Share of Profit/(loss) of Associates	-	-	761.77	-
Profit for the Year	62030.10	36094.27	57764.38	35768.16
Other comprehensive income
Items that will not be reclassified to	32.85	18.38	32.85	18.38
profit or loss (Net of Taxes)
Total Comprehensive Income for the	62062.95	36112.64	57797.23	35786.54
year
Add: Balance in Profit and Loss	129317.79	93240.40	115927.60	80239.62
Account (Adjusted)
Sub Total	191380.74	129353.04	173724.83	116026.16
Less: Appropriation
Dividend	1367.71	29.28	1367.71	29.28
Tax on Dividend	278.44	5.97	278.44	5.97
Debenture Redemption Reserve	15000.00		15000.00	-
Others	-	-	438.60	63.30
Closing Balance	174734.59	129317.79	156640.08	115927.61

Note: The above mentioned figures are rounded off to two decimal points.

Financial Performance

During the year under review, your Company reported a top-line growth of 52% over the previous year. At Standalone level, the Revenue from Operations amounted to Rs.7,74,587.69 Lakhs as against Rs. 5,09,762.48 Lakhs in the previous year. The Operating Profit before Tax amounted to Rs.66,371.78 Lakhs as against Rs. 36,006.70 Lakhs in the previous years. The Net Profit for the year amounted to Rs.62,030.10 Lakhs against Rs.36,094.27 Lakhs reported in the previous year and total comprehensive income for the year amounted to Rs.62,062.95 Lakhs as against Rs.36,112.64 Lakhs in the previous year.

The Consolidated Revenue from Operations amounted to Rs. 7,93,747.92. Lakhs as against Rs. 5,31,915.72 Lakhs in the previous year, registering a growth of 49 %. The Consolidated Operating Profit before Tax amounted to Rs. 63,122.08 Lakhs as against Rs.37,212.70 Lakhs in the previous year. The Consolidated Net Profit after Tax amounted to Rs.57,764.38 Lakhs as against Rs.35,768.16 Lakhs in previous year and Total Comprehensive Income for the year amounted to Rs.57,797.23 Lakhs against Rs. 35,786.54 Lakhs in previous year.

Dividend

Your Directors have recommended a dividend of Re. 1/- (Rupee One, i.e. 10 %) per equity share of Rs.10.00 (Rupees Ten only) each (previous year Re.1/- per i.e. 10% on the equity share of Rs.10/- each) aggregating Rs. 13,67,69,768/- (excluding dividend distribution tax) for the Financial Year 2017-18. The dividend payment is subject to approval of members at the ensuing Annual General Meeting and will be paid to those members whose names appear in the Companyâs Register of Members and to those persons whose names appear as Beneficial owners as per the details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) as at the close of business hours on Thursday, September 20, 2018, after giving effect to all valid transfers in physical form lodged on or before Thursday, September 20, 2018 with the Company and/or its Registrar and Share Transfer Agent.

Pursuant to Regulation 43A of the SEBI (LODR) Regulations, 2015, your company falling under the top five hundred listed entities based on market capitalization and required to formulate a Dividend Distribution Policy.

The Board has approved and adopted the Dividend Distribution Policy and the same is available on the Companyâs website at http://dilipbuildcon.com/wps/ wcm/connect/982dc3b1-0df8-4c49-93fe-7988d2dc5b00/ Dividend Distribution Policy.pdf?MOD=AJPERES&CONVERT_ TO=url&CACHEID=ROOTWORKSPACE-982dc3b1-0df8-4c49-93fe-7988d2dc5b00-m0w-IE1. The Policy is also annexed herewith as Annexure 1 to the Boardâs Report. The dividend payout is in accordance with the Companyâs Dividend Distribution Policy.

Business Operations Overview

We are one of the leading private sector road-focused EPC contractors in India. During the last five Financial Years ended March 31, 2018, we completed the construction of 80 road projects in the states of Madhya Pradesh, Gujarat, Himachal Pradesh, Rajasthan, Andhra Pradesh, Karnataka, Telangana, Uttar Pradesh, Maharashtra, Jharkhand, Punjab and Tamil Nadu in India, with an aggregate length of approximately 10024.00 lane kms, achieving a CAGR of 32.14% of revenue growth on standalone basis for the five Financial Years ended March 31, 2018.

As the owner of one of the largest fleets of construction equipment in India, we maintained, as of March 31, 2018, a modern equipment fleet of 9998 vehicles and other construction equipmentâs from some of the worldâs leading suppliers, such as Schwing Stettar, Metso, Wirtgen and Vogele. We are one of the largest employers in the construction industry in India and employed 32093 employees as of March 31, 2018. Our core business is undertaking construction projects across India in the roads sector. We specialize in constructing state and national highways, city roads, culverts and bridges. As a result of the natural growth of our road construction business, as well as the recent government support to the infrastructure sector and rising opportunities in new business areas, recently we expanded into the irrigation and urban development businesses.

Our business comprises: (i) our construction business, under which we undertake Road & Highways (State & National Highways, City Roads, Bridges & Culverts, Operation and Maintenance) irrigation, urban development and mining projects on an EPC basis; and (ii) our infrastructure development business, under which we undertake building, operation and development of road projects on a BOT basis with a focus on annuity projects.

As of March 31, 2018, we had an order book of Rs. 23,88,810 Lakhs, consisting of 25 third party road EPC projects, 20 of our own road BOT/HYBRID projects on EPC basis, 1 irrigation projects, 3 urban development projects, 2 mining projects and 1 cable-stayed bridge project.

CONSTRUCTION BUSINESS Roads & Bridges:-

In our road and bridge construction business, we mainly design, construct and maintain roads, bridges and highways on an EPC basis with third party and EPC Contracts awarded to us through our subsidiary companies.

We recognized revenue of Rs. 6,66,940 Lakhs from this business for Financial Year 2017-18. As on March 31, 2018, we were undertaking a total of 25 road EPC Projects, 1 Bridge and 20 road infrastructure development projects in 13 states, which amounted to an aggregate length of 8653 lane kms. Our order book for these projects amounted to Rs 21,92,500 Lakhs as of March 31, 2018, accounting for 92% of our total order book.

Irrigation:-

Your company have diversified into the irrigation business and has started to undertake irrigation projects in Financial Year 2014 to explore opportunities created by the increased focus of the Government and State Governments on agriculture. In our irrigation business, we undertake to build canals and dams. Our irrigation team undertakes primarily design and construction works for tunnels and canals for agricultural irrigation purposes. We do not need to make any further investment into our equipment bank as we are able to use our existing equipment for our irrigation projects. Undertaking irrigation projects in the areas close to our on-going projects facilitates our strategy to cluster our EPC projects. We can conveniently move and use the manpower, machines and materials in the nearby work sites and undertake these projects on a cost effective basis. We recognized revenue of 16,096 Lakhs from this business for Financial Year 2018. As of March 31, 2018, we were undertaking 1 EPC irrigation project in Madhya Pradesh. Our order book for these projects amounted to Rs. 4258.80 Lakhs as of March 31, 2018, accounting for 0.18 % of our total order book.

Urban Development

Your company has also diversified into the urban development business. The recent trend in the urban development sector has provided us with an opportunity to diversify our business. We believe this sector may continue to grow during the next few years and thus plan to undertake projects in our core geographic markets. We commenced urban development projects in Madhya Pradesh in Financial Year 2013 to explore the opportunities created by the increased focus of the State Government on improving the living conditions of the underprivileged. In our urban development business, we undertake re-development and re-densification of government housing and build residential units under affordable housing schemes, construction of district court and other structures in group water supply schemes relating to irrigation or water supply for agricultural purposes. We recognized revenue of Rs. 3,146 Lakhs from this business for Financial Year 2017-18. As of March 31, 2018, we were undertaking 3 EPC urban development projects in Madhya Pradesh. Our order book for these projects amounted to Rs. 14,002.6 Lakhs as of March 31, 2018, accounting for 0.59 % of our total order book.

Mining Project

DBL over a period of time has developed core strengths like fleet/equipment management, bulk material handling, high volume excavation and earth work, supply chain management etc. in its infrastructure and construction business. All these expertise of DBL enjoys close synergy with the mining business. As a part of diversification strategy and to exploit the existing strengths of the organization, DBL ventured into mining business, bagged contracts of Overburden/Waste Removal from Northern Coalfield Limited (NCL) and Singareni Collieries Company Limited (SCCL). In a very short span of 12 months DBL has achieved a remarkable excavation capacity of 2.50 Lakhs BCM per day in the most cost efficient manner and established new benchmarks for the Industry.

Project Name	Volume (BCM)	Contract Value (Rs. in Lakhs)
Khairagura, Singareni Collieries Company Limited, Asifabad District, Telangana	106.1 Million	97,355.00
Nigahi-2, Northern Coalfields Limited, Dist. Singrauli, Madhya Pradesh	131.8 Million	167,357.78

We recognized revenue of Rs. 84113 Lakhs from this business for Financial Year 2017-18. As of March 31, 2018, our order book of these 2 projects was Rs. 178049 Lakhs, accounting for 7.45% of our total order book.

Goa Zuari Cable-stayed Bridge Project (status on 31.03.2018): This project mainly involves construction of the 640-meter long cable-stayed bridge, which will have a central span of 360 meters, and will approach across River Zuari on NH-17/NH-66 on Panjim- Mangalore section in the State of Goa. Further in April 2016, we have also won Adjacent road connecting to Zuari Bridge namely package I & III costing to Rs. 85,770.00 Lakhs. Overall the company has won 3 projects in the state of Goa aggregating to Rs. 1,40,310.00 Lakhs. To ensure successful completion of this project, we have engaged international professionals from France and China to provide bridge design and construction quality examination services. We recognized revenue of Rs. 23,258.61 Lakhs from this business for Financial Year 2017-18. As of March 31, 2018, our order book of these 3 projects was Rs. 1,11,940.44 Lakhs, accounting for 4.69% of our total order book.

INFRASTRUCTURE DEVELOPMENT BUSINESS

In our infrastructure development business, we develop and maintain roads and highways on a BOT basis. The Company has signed a Term Sheet with Chhatwal Group Trust (the Investor) on August 24, 2017 in respect of divestment of its entire stake in the 24 of its Subsidiary Companies (SPVs) out of which as of March 31, 2018, we had completed 17 projects totaling 2307.71 Lane kms in the states of Gujarat, Karnataka and Madhya Pradesh in India & 7 projects totaling 2146.29 Lane Kms under construction projects which are part of Shrem deal and additional separate 11 under construction recently won HAM projects (other than Shrem deal) totaling 2550.38 Lane kms in the states of Maharashtra, Uttar Pradesh, Karnataka, Jharkhand, Telangana, Odisha and Madhya Pradesh in India.

We currently undertake BOT/Hybrid projects opportunistically, considering factors such as their proximity to clusters where we are executing other projects to maximize efficiency of execution and profitability, and the potential cash flow from such projects after they become operational. Given our strategy and focus on providing EPC services, we may also evaluate opportunities to divest, either wholly or partially, our operational BOT assets, thereby freeing up capital invested in these projects for redeployment elsewhere.

Our Geographical Footprint

Starting with Madhya Pradesh, we have expanded into 17 other states, including Andhra Pradesh, Gujarat, Himachal Pradesh, Karnataka, Maharashtra, Rajasthan, Tamil Nadu, Telangana, Punjab, Jharkhand, Chhattisgarh, Haryana, Goa, West Bengal and Uttar Pradesh. Increasingly, our order book consists of orders from outside Madhya Pradesh, representing approximately 89.53% of our order book as of March 31, 2018, as compared to 84.37% as of March 31, 2017. We believe our geographically diversified portfolio gives us more leverage to hedge against risks in specific areas or projects and protects us from fluctuations resulting from business concentration in limited geographical areas. The following chart illustrates our geographical footprint as of March 31, 2018:

Major ongoing EPC construction projects as of March 31, 2018:

Project Name	Employer	State	Type	Contract Value (Rs. in Lakhs)	Length (Kms)
Nigahi OCP of NCL	Northern Coalfields Limited	MP	Excavation	167,357.74	NA
Overburden Khairagura OCP, BPA Area (Telangana )	The Singareni Collieries Company Limited	Telangana	Excavation	97,355.00	NA
Vijayawada-Machilipatnam	NHAI	AP	Road	74,070.0	64.61
Ghaghra Bridge to Varanasi	NHAI	UP	Road	67,434.00	58.62
Mahulia-Baharagora	NHAI	Jharkhand	Road	67,410.00	71.61
Chichra to Kharagpur	NHAI	West Bengal	Road	61,308.00	55.52
Zuari Bridge -(Package II )	MORTH	Goa	Bridge	54,540.00	-
Nalagampalli to AP/Karnataka Border	NHAI	AP	Road	50,310.00	47.69
Zuari Bridge -(Package I )	MORTH	Goa	Road	44,010.00	-
Zuari Bridge -(Package III )	MORTH	Goa	Road	41,760.00	-

Details of our top five EPC projects completed as of March 31, 2018:

Project Name	Contract price (Rs. in Lakhs)	Total length in Kms.	Schedule Date of Completion	Actual Completion Date	Early Completion days	Bonus Earned (Rs. in Lakhs)
NIGAHI OCP of NCL. (Singrauli, M.P.)	1,045.00	-	18-02-19	30-10-17	476.00
Mundargi - Hadagali -Harapanahalli	1,571.00	51.21	28-09-18	05-02-18	235.00	17.73
Hassan - Ramanathapura -Periyapatna	2,204.05	73.69	28-09-18	24-02-18	216.00	26.28
Hirekerur - Ranibennur	1,742.00	55.69	28-09-18	24-02-18	216.00	19.62
Vicky Factory	444.20	7.20	02-08-17	31-01-17	183.00

Awards:

Your Company has been conferred with the prestigious awards in the following Categories :

Nature of Awards	Category
7^th Construction Week India Awards, 2017	1. Road Contractor of the Year
7^th Construction Week India Awards, 2017	2. Infrastracture Company
7^th EPC World Award	Roads and Highways

Further the Company has also been awarded the certificate of appreciation by the National Highways Authority of India (Ministry of Road Transport & Highways Govt. of India) towards the successful completion of Guna-Biaoro, NH-46 (old NH-3) Project well before the scheduled time.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review as stipulated under the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

Particulars of loans made, guarantees and security provided and Investments

As per Companies Amendment Act, 2017, Section 186(11) of the Companies Act, 2013, except Section 186(1), nothing contained in section 186 of the Companies Act, 2013 shall apply to any loan made, any guarantee given or any security provided or any investment made by a Company engaged in the business of providing infrastructural facilities. Since the Company is an Infrastructure Company, the criteria of section 186 is not applicable to the Company except sub section 1 of section 186 of the Companies Act, 2013.

However, the details of loans, guarantees, and investments as required by the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder are set out in the Notes to the Standalone Financial Statements of the Company. (Please refer to Note No.3, 3 (b), 4, and 45 to the Standalone Financial Statements).

Consolidated Financial Statements

The Audited Consolidated Financial Statements for the Financial Year ended March 31, 2018, based on the financial statements received from Subsidiaries and Associates as approved by their respective Board of Directors, have been prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies is given in Form AOC-1 and forms an integral part of this Annual Report.

Corporate Governance Report

The Corporate Governance Report pursuant to the SEBI (LODR) Regulations, 2015 as applicable for the year under review is presented in a separate section forming part of this Annual Report.

Change in the nature of business, if any

There is no change in the nature of business of the Company during the year under review.

SHARE CAPITAL AND NON-CONVERTIBLE DEBENTURES

(a) Change in the capital structure of the Company

During the period under review, there is no change in the capital structure of your Company.

(b) Status of Shares

As the members are aware, the Companyâs shares are compulsorily tradable in electronic form. Out of the total paid up capital representing 136,769,768 equity shares, the following equity shares of the Company are in dematerialised and physical form as on March 31, 2018:

Sr. No	Capital Details	No. of shares	% of Total issued Capital
1	Held in dematerialised form in CDSL	3296951	2.41
2	Held in dematerialised form in NSDL	133472766	97.59
3.	Physical	51	0.00
	Total no. of shares	136769768	100.00

Note: Pursuant to the amendment in Regulation 40 of SEBI (LODR) Regulations, 2015, dated June 8, 2018, has mandated that transfer of securities would be carried out in dematerialised form only. So it is requested to all the Members holding the shares in physical form to dematerialise the same on or before December 5, 2018

c) ISSUANCE AND ALLOTMENT OF THE NON-CONVERTIBLE DEBENTURES OF THE COMPANY

During the financial year 2017-18, your Company has issued and allotted 6,000 non-convertible debentures in the form of senior, secured, unlisted, rated, redeemable, rupee denominated, having face value of Rs.10,00,000/-(Rupees Ten lakhs only) each, issued at par aggregating to Rs. 600.00 Crores (Rupees Six Hundred Crores only) in dematerialized form on a private placement basis, bearing a coupon rate of 8.90% p.a. payable semi-annually every year. The said debentures on private placement basis have been issued in 13 series for door to door tenure of 5 years with moratorium of 2 years. The Company has appointed Axis Trustee Services Limited as the debenture trustee for the benefit of the debenture holders.

General Disclosures

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

1. Details relating to deposits covered under Chapter V of the Act and rules made there under.

2. As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

3. As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

4. As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option.

5. As per rule 16(4) the Companies (Share Capital and Debentures) Rules, 2014, there are no voting rights exercised directly or indirectly by the employees in respect

of shares held by them. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

6. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the Companyâs going concern status and operations in future.

8. No fraud has been reported by the Auditors to the Audit Committee or the Board.

9. There is no amount of unpaid/unclaimed dividend and shares which are required to be transferred in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

10. The details with respect to unpaid dividend for the financial year 2016-17 can be accessed at http:// dilipbuildcon.com/wps/wcm/connect/ef51bced-e83f-440f-9594-62191c77e8d3/Unpaid Dividend for th e year 2016-17.f?MOD=AJPERES&CVID=mcFJA5T& CVID=mcFJA5T&CVID=mcFJA5T&CVID=mcFCJqY&C VID=mcFCJqYf?MOD=AJPERES&CVID=mcFJA5T&CVI-mcFJA5T&CVID=mcFJA5T&CVID=mcFCJqY&CVID=mcFCJqY

11. The Company has received from the Registrar of Companies, Gwalior, the show cause Notice under rule 4(i) of the Companies (Restriction on Number of Layers) Rules, 2017 read with Section 2(87) of the Companies Act, 2013.

In respect of the same we have clarified the Registrar of Companies , Gwalior Our Company has just one layer of Subsidiary and there were no requirement to file CRL-1 since the layers of subsidiary is less than as specified in Sub-Rule (1), hence, there was no violation of Rule 4(i) of the Companies (Restriction on Number of Layers) Rules, 2017 read with Section 2(87) of the Companies Act, 2013 by the Company.

Reserves

As per Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014, the Company is required to create a Debenture Redemption Reserve for the purpose of redemption of debentures at the rate of 25% of the value of the outstanding debentures. The value of outstanding debentures being Rs. 600 Crores, at year ending March 2018, the debenture reserve of Rs.150.00 Crores has been created and the equivalent amount has been transferred from âRetained Earningsâ to âDebenture Redemption Reserveâ.

Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

During the period under review, the Company has signed an indicative term sheet with Chhatwal Group Trust or its Affiliates on August 24, 2017 with respect to divestment of its entire stake in 24 Subsidiaries. The Share acquisition cum shareholder agreements in respect of these 24 subsidiaries was entered into March 26, 2018. Details of transfer of shareholding of the Company in the subsidiaries are as under:

Sr. No	Name of Company	Date of Transfer	No. of shares transferred	% of transferred shares	Status of Company as on March 31, 2018
1	DBL Sitamau Suwasara Tollways Limited	11.04.2018	5424900	69.99	Associate
2	DBL Silwani Sultanganj Tollways Limited	11.04.2018	699900	69.99	Associate
3	DBL Mundi-Sanawad Tollways Limited	11.04.2018	699900	69.99	Associate
4	DBL Joara- Sailana Tollways Limited	11.04.2018	13999900	69.99	Associate
5	DBL Uchera Nagod Tollways Limited	11.04.2018	22399900	69.99	Associate
6	DBL Bankhlafata Dogawa Tollways Limited	11.04.2018	11199900	69.99	Associate
7	DBL Saradarpur Badnawar Tollways Limited	11.04.2018	174900	69.99	Associate
8	DBL Ashoknagar Vidisha Tollways Limited	11.04.2018	13971900	69.99	Associate
9	DBL Patan Rehli Tollways Limited	11.04.2018	49403	48.89	Subsidiary
10	DBL Nadiad Modasa Tollways Limited	02.05.2018	20058400	69.99	Associate

The Company have obtained approval of the members by way of special resolution on September 11, 2017 for aforesaid dis investment in the Subsidiary Companies. Apart from the above said matter, there are no material changes or commitments affecting the financial position or business activities of the Company between the end of the Financial Year and the date of this Report.

Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements.

The Company has designed and implemented a process driven framework for Internal Financial Controls (âIFCâ) within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Board is of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Companyâs operations.

The Company has appointed independent audit firm as Internal Auditors to observe the Internal Control system.

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Further, the Company has implemented the SAP HANA - ERP for itâs common database, central repository, Real-time Procure to Pay, strong Financial Tracking, Supply Chain, Fleet Movement & Maintenance, Project Planning, Execution, Monitoring & Control, Client Billing, HR for Payroll & Resource Management, Production of processed material like WMM, HMP, Concrete, etc, Document Management System for Statutory requirement. SAP has given us the integrated Business Operations Platform covering all our functions & departments to execute our Projects and provided the tight checks & control in Procurement, Payment, Billing, Finance & accounting. This automation & error free environment has resulted the accuracy & efficiency in our work. This has totally removed the duplicity of work and data. SAP ERP will incorporate an integrated framework for managing risks and internal controls. The internal financial controls will be documented, embedded and digitized in the business processes.

The details of investments made in the subsidiary companies during the year and performance of the subsidiary companies are as under:

(a) Shares subscribed/acquired during the year

Name of the Company	Type of Shares	No. of shares	Total amount of Investment (Rs. in Lakhs)	% of holding acquired
DBL Mahagaon Yavatmal Highways Private Limited	Equity	*1,00,000	10.00	100.00 %
DBL Chandikhole Bhadrak Highways Private Limited	Equity	*50,000	5.00	100.00 %
DBL-VPR Mining Private Limited	Equity	7,400	0.74	74 .00%
DBL Hassan Periyapatna Tollways Limited	Equity	19,992	96.86	100.00 %
DBL Hata Dargawon Tollways Limited	Equity	3,811	172.90	100.00 %
DBL Hirekerur Ranibennur Tollways Limited	Equity	32103	800.02	100.00 %
Jalpa Devi Tollways Limited	Equity	19,28,444	10983.01	100.00 %
DBL Lucknow Sultanpur Highways Limited	Equity	15,99,611	7065.00	100.00 %
DBL Mundargi Harapanahalli Tollways Limited	Equity	6,668	279.99	100.00 %
DBL Patan Rehli Tollways Limited	Equity	9,324	564.81	100.00 %
DBL Wardha Butibori Highways Private Limited	Equity	*100,000	10.00	100.00%
DBL Yavatmal Wardha Highways Private Limited	Equity	*100,000	10.00	100.00%

*includes equity shares held by nominees on behalf of Dilip Buildcon Limited, and the Company is having beneficial ownership on such shares.

(b) Subsidiary Companies

During the year under review, Seven (7) new Companies have been incorporated as subsidiaries of the Company, out of which six (6) are wholly owned subsidiaries. The details are as follows:

Sr. No	Name of Subsidiary	Date of Incorporation/ becoming subsidiary	Status
1	DBL Yavatmal Wardha Highways Private Limited	21.04.2017	Wholly Owned Subsidiary
2	DBL Mahagaon Yavatmal Highways Private Limited	24.04.2017	Wholly Owned Subsidiary
3.	DBL Wardha Butibori Highways Private Limited	24.04.2017	Wholly Owned Subsidiary
4.	DBL- VPR Mining Private Limited	02.01.2018	Subsidiary
5.	DBL Chandikhole Bhadrak Highways Private Limited	06.02.2018	Wholly Owned Subsidiary
6	DBL Bangalore Nidagatta Highways Private Limited	23.03.2018	Wholly Owned Subsidiary
7	DBL Anandapuram Anakapalli Highways Private Limited	26.03.2018	Wholly Owned Subsidiary

The Company has also promoted the following SPVs as its Wholly owned Subsidiaries after the date of the Balance Sheet till the date of this report:

Sr. No.	Name of Subsidiary	Date of Incorporation	Status
1	DBL Gorhar Khairatunda Highways Pvt. Ltd.	04.04.2018	Wholly Owned Subsidiary
2	DBL Nidagatta Mysore Highways Pvt. Ltd.	09.04.2018	Wholly Owned Subsidiary
3.	DBL Rewa Sidhi Highways Pvt. Ltd.	11.04.2018	Wholly Owned Subsidiary
4.	DBL Byrapura Challakere Highways Pvt. Ltd.	11.04.2018	Wholly Owned Subsidiary
5.	DBL Mangloor Highways Pvt. Ltd.	11.04.2018	Wholly Owned Subsidiary
6	DBL Sangli Borgaon Highways Pvt. Ltd.	11.04.2018	Wholly Owned Subsidiary
7	DBL Borgaon Watambare Highways Pvt. Ltd.	11.04.2018	Wholly Owned Subsidiary
8	DBL Mangalwedha Solapur Highways Pvt. Ltd.	11.04.2018	Wholly Owned Subsidiary
9	DBL Bellary Byrapura Highways Pvt. Ltd.	10.07.2018	Wholly Owned Subsidiary

The Policy for determining material subsidiary company, as approved, can be accessed on the Companyâs website at the link http://dilipbuildcon.com/wps/wcm/connect/84c8f6b5-a7cc-4418-b705-ddb816eb4d04/Policy on Material Subsidiaries. pdf?MOD=AJPERES&CONVERT_TO=url&CACHEID=ROOTWORKSPACE-84c8f6b5-a7cc-4418-b705-ddb816eb4d04-m0w-j8y .

The Company does not have any material subsidiary as on March 31, 2018.

As on March 31, 2018, the Company has 30 Indian Subsidiaries & Associates. There has been no change in the nature of business activities of any of the subsidiaries/Associates.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statements of the Company and all its Subsidiary /Associate Companies, which is forming part of the Annual Report. As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the Subsidiary/Associates Companies is prepared in Form AOC-1 and the same is annexed to the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Boardâs Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company, www.dilipbuildcon. com. Further, as per fourth proviso of the said section, Audited Financial Statements of each of the Subsidiary/Associate Companies have also been placed on the website of the Company, www.dilipbuildcon.com. Shareholders interested in obtaining a copy of the Audited Financial Statements of the Subsidiary/Associate companies may write to the Company Secretary at the Companyâs Registered Office.

(d) Performance and financial position of each of the Subsidiaries/Associates included in the consolidated financial statement

The Share acquisition cum shareholder agreement in respect of these 24 subsidiaries were entered into March 26, 2018.

i. DBL Ashoknagar-Vidisha Tollways Limited (âDAVTLâ)

DAVTL is involved in the business of development, operation and maintenance of the two laning with paved shoulder of Ashoknagar-Vidisha Major District Road on BOT (toll plus annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DAVTL, for transfer of 100% shares of the Company held in DAVTL. As per the terms of the said agreement, the Company has transferred 13971900 Equity Shares (69.99%) of the Company held in DAVTL to Shrem Roadways Private Limited and the status of DAVTL has been changed from Wholly owned Subsidiary to Associate Company.

ii. DBL Bankhlafata - Dogawa Tollways Limited (âDBDTLâ)

DBDTL is involved in the development of Bankhlafata-Dogawa- via-Borawa-Sarvardevala Road, Punasa-Mundi-Singhaji (Thermal Power Plant) Road, Singhaji Bridge Approach Road and Mundi- Devala-Khutala-Atoot NVDA Road, on DBFOT (annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DBDTL, for transfer of 100% shares of the Company held in DBDTL. As per the terms of the said agreement, the Company has transferred 11199900 Equity Shares (69.99 %) of the Company held in DBDTL to Shrem Roadways Private Limited and the status of DBDTL has been changed from Wholly owned Subsidiary to Associate Company.

During the period under review, DBDTL has achieved Turnover of Rs. 1576.87 Lakhs and earned Net Profit after Tax of Rs. 197.19 Lakhs.

iii. DBL Betul - Sarni Tollways Limited (âDBSTLâ)

DBSTL is involved in the business of developing Betul-Sarni- Tikadhana-Junnardeo-Parasia Road being developed by MPRDC on BOT (toll plus annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DBSTL, for transfer of 100 % shares of the Company held in DBSTL. The Company (DBL) has not yet transferred any shares to Shrem Roadways and currently the status of DBSTL is wholly owned subsidiary of the Company.

During the period under review, DBSTL has achieved Turnover of Rs. 3240.52 Lakhs and has incurred Net Loss after Tax of Rs. 209.40 Lakhs.

iv. DBL Jaora - Sailana Tollways Limited (âDJSTLâ)

DJSTL is involved in the development of Jaora-Piploda- Jalandharkheda & Piploda-Sailana Road, Raipuriya-Petlabad- Bamania Road, Jawad Road to Khoh Road and Soyat-Pidawa Road on BOT (annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DJSTL, for transfer of 100% shares of the Company held in DJSTL. As per the terms of the said agreement the Company has transferred 13999900 Equity Shares (69.99%) of the Company held in DJSTL to Shrem Roadways Private Limited and the status of DJSTL has been changed from Wholly owned Subsidiary to Associate Company.

During the period under review, DJSTL has achieved Turnover of Rs. 2011.37 Lakhs and earned Net Profit after Tax of Rs. 470.11 Lakhs.

v. DBL Mundi - Sanawad Tollways Limited (âDMSTLâ)

DMSTL is involved in the development (two-laning) of Mundi- Punasa-Sulgaon-Sanawad Road (Major District Road) on BOT (toll plus annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DMSTL, for transfer of 100 % shares of the Company held in DMSTL. As per the terms of the said agreement, the Company has transferred 699900 Equity Shares (69.99%) of the Company held in DMSTL to Shrem Roadways Private Limited and the status of DMSTL has been changed from Wholly owned Subsidiary to Associate Company.

During the period under review, DMSTL has achieved Turnover of Rs.1374.23 Lakhs and incurred Net Loss after Tax of Rs. 187.23 Lakhs.

vi. DBL Nadiad Modasa Tollways Limited (âDNMTLâ)

DNMTL is involved in developing a part of the existing Nadiad to Modasa Road (SH-59) to two lanes (with paved shoulder) highway in the state of Gujarat. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DNMTL, for transfer of 74 % shares of the Company held in DNMTL and remaining 26 % shares shall be hold by the Company in DNMTL in accordance with the concession agreement.

As per the terms of the said agreement, the Company has transferred 20058400 Equity Shares (69.99%) of the Company held in DNMTL to Shrem Roadways Private Limited and the status of DNMTL has been changed from Wholly owned Subsidiary to Associate Company.

vii. DBL Sardarpur - Badnawar Tollways Limited (âDSBTLâ)

DSBTL is involved in the development of Sardarpur-Badnawar Road on a Design, Build, Finance, Operate and Transfer (DBFOT) on toll plus annuity basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e.

Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DSBTL, for transfer of 100 % shares of the Company held in DSBTL. As per the terms of the said agreement, the Company has transferred 174900 Equity Shares (69.99%) of the Company held in DSBTL to Shrem Roadways Private Limited and the status of DSBTL has been changed from Wholly owned Subsidiary to Associate Company.

During the period under review, DSBTL has achieved Turnover of Rs. 606.22 Lakhs and earned Net Profit after Tax of Rs. 93.34 Lakhs.

viii. DBL Silwani - Sultanganj Tollways Limited (âDSSTLâ)

DSSTL is involved in the development (two-laning) of Silwani- Sultanganj-Jaisinghnagar-Sagar Road section on a DBFOT (toll plus annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DSSTL, for transfer of 100 % shares of the Company held in DSSTL. As per the terms of the said agreement, the Company has transferred 699900 Equity Shares (69.99%) of the Company held in DSSTL to Shrem Roadways Private Limited and the status of DSSTL has been changed from Wholly owned Subsidiary to Associate Company.

During the period under review, DSSTL has achieved Turnover of Rs. 1657.04 Lakhs and earned Net Profit after Tax of Rs. 827.05 Lakhs.

ix. DBL Sitamau- Suwasara Tollways Limited (âDBLSSTLâ)

DBLSSTL is involved in the development (two-laning) of Sitamau- Basai-Suwasara Road (Major District Road) on BOT (toll plus annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DBLSSTL, for transfer of 100 % shares of the Company held in DBLSSTL. As per the terms of the said agreement, the Company has transferred 5424900 Equity Shares (69.99%) of the Company held in DBLSSTL to Shrem Roadways Private Limited and the status of DBLSSTL has been changed from Wholly owned Subsidiary to Associate Company.

During the period under review, DBLSSTL has achieved Turnover of Rs. 816.46 Lakhs and earned Net Profit after Tax of Rs. 170.90 Lakhs.

x. DBL Tikamgarh - Nowgaon Tollways Limited (âDTNTLâ)

DTNTL is involved in the development of Tikamgarh (Dhajrai)- Jatara-Palera-Nowgaon Road being developed by MPRDC on DBFOT (toll plus annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DTNTL, for transfer of 100% shares of the Company held in DTNTL. The Company (DBL) has not yet transferred any shares to Shrem Roadways Private Limited and currently the status of DTNTL is Wholly owned Subsidiary of the Company.

During the period under review, DTNTL has achieved Turnover of Rs. 1749.79 Lakhs and earned Net Profit after Tax of Rs. 387.98 Lakhs.

xi. DBL Uchera - Nagod Tollways Limited (âDUNTLâ)

DUNTL is involved in the business of development of Uchera- Nagod-Singhpur-Kalinjher Road on BOT (toll plus annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DUNTL, for transfer of 100 % shares of the Company held in DUNTL. As per the terms of the said agreement, the Company has transferred 22399900 Equity Shares (69.99%) of the Company held in DUNTL to Shrem Roadways Private Limited and the status of DUNTL has been changed from Wholly owned Subsidiary to Associate Company.

xii. Suryavanshi Infrastructure Private Limited (âSIPLâ)

SIPL is involved in the business of undertaking reconstruction, strengthening, widening and rehabilitation and operation and maintenance of Mandsaur-Sitamau Road in the state of Madhya Pradesh on a BOT basis . The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and SIPL, for transfer of 100 % shares of the Company held in SIPL. The Company (DBL) has not yet transferred any shares to Shrem Roadways Private Limited and currently the status of SIPL is Wholly owned Subsidiary of the Company .

During the period under review, SIPL has achieved Turnover of Rs. 409.57 Lakhs and earned Net Profit after Tax of Rs. 165.15 Lakhs.

xiii. DBL Hata-Dargawon Tollways Limited (âDHDTLâ)

DHDTL is involved in the business of undertaking the project of strengthening-widening, maintaining and operating of Hata- Fatehput-Rajpura-Silapuri-Bajna-Dargawon (SH-48) Road on BOT (toll plus annuity) basis. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DHDTL for transfer of 100 % shares of the Company held in DHDTL. The Company (DBL) has not yet transferred any shares to Shrem Roadways Private Limited held in DHDTL and currently the status of DHDTL is wholly owned subsidiary of the Company.

During the period under review, DHDTL has achieved Turnover of Rs. 1288.79 Lakhs and has incurred Net Loss after Tax of Rs. 244.93 Lakhs.

xiv. DBL Patan-Rehli Tollways Limited (âDPRTLâ)

DPRTL is involved in the business of undertaking the project of Development of Patan-Tendukheda-Rehli (SH-15) Road on BOT (toll plus annuity) basis. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DPRTL for transfer of 100 % shares of the Company held in DPRTL. As per the terms of the said agreement, the Company has transferred 49403 Equity Shares (48.89%) of the Company held in DPRTL to Shrem Roadways Private Limited and the status of the DPRTL has been changed from Wholly owned Subsidiary to Subsidiary Company.

During the period under review, DPRTL has achieved Turnover of Rs. 4739.17 Lakhs and earned Net Profit after Tax of Rs. 146.22 Lakhs.

xv. Jalpa Devi Tollways Limited (âJDTLâ)

JDTL is involved in the business of undertaking a project âfour laning of Guna-Biaora Section of NH-3 from km 332.100 to km 426.100 in the state of Madhya Pradesh under NHDP-IV to be executed in BOT (toll) mode on DBFOT basis. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on July 18, 2018 with Shrem Tollways Private Limited and JDTL, for transfer of 100 % shares of the Company held in JDTL. The Company (DBL) has not yet transferred any shares to subsidiary company of Shrem Roadways held in JDTL and currently the status of JDTL is wholly owned subsidiary of the Company.

During the period under review, JDTL has achieved Turnover of Rs. 43881.76 Lakhs and earned Net Profit after Tax of Rs. 154.91 Lakhs.

xvi. DBL Mundargi Harapanahalli Tollways Limited (âDMHTLâ)

DMHTL is involved in the business of undertaking the project design, build, finance, operate, maintain and transfer of Existing State Highway named Mundargi-Hadagali-Harapanahalli on DBFOMT annuity basis. The Company (DBL) has entered into tripartite agreement i.e. Amended and Restated Shareholder agreement on March 26, 2018 with Shrem Roadways Private Limited and DMHTL for transfer of 74 % shares of the Company held in DMHTL and remaining 26 % shares shall be held by the Company in DMHTL in accordance with the concession agreement. The Company (DBL) has not yet transferred any shares to Shrem Roadways Private Limited held in DMHTL and currently the status of DMHTL is Wholly owned Subsidiary of the Company.

xvii. DBL Hassan Periyapatna Tollways Limited (âDHPTLâ)

DHPTL is involved in the business of undertaking the project âdesign, build, finance, operate, maintain and transfer of the existing State highway, Hassan-Ramanathapura-Periyapatna in the state of Karnataka on a DBFOMT annuity basis.â The Company (DBL) has entered into tripartite agreement i.e. Amended and Restated Shareholder agreement on March 26, 2018 with Shrem Roadways Private Limited and DHPTL for transfer of 74 % shares of the Company held in DHPTL and remaining 26% shares shall be held by the Company in DHPTL in accordance with the concession agreement. The Company (DBL) has not yet transferred any shares to Shrem Roadways Private Limited held in DHPTL and currently the status of DHPTL is Wholly owned Subsidiary of the Company.

During the period under review, DHPTL has achieved Turnover of Rs. 19800.24 Lakhs and incurred Net Loss after Tax of Rs. 2102.03 Lakhs.

xviii. DBL Hirekerur RanibennurTollways Limited (âDHRTLâ)

DHRTL is involved in the business of undertaking the project âdesign, build, finance, operate, maintain and transfer of existing state highway Hirekerur-Ranibennur in the state of Karnataka on DBFOMT Annuity basis.â The Company (DBL) has entered into tripartite agreement i.e. Amended and Restated Shareholder agreement on March 26, 2018 with Shrem Roadways Private Limited and DHRTL, for transfer of 74 % shares of the Company held in DHRTL and remaining 26% shares shall be held by the Company in DHRTL in accordance with the concession agreement. The Company (DBL) has not yet transferred any shares to Shrem Roadways Private Limited held in DHRTL and currently the status of DHRTL is Wholly owned Subsidiary of the Company.

During the period under review, DHRTL has achieved Turnover of Rs. 16666.60 Lakhs and incurred Net Loss after Tax of Rs. 1593.86 Lakhs.

xix. DBL Lucknow Sultanpur Highways Limited (âDLSHLâ)

DLSHL is a Public Limited Company incorporated as a special purpose vehicle on September 9, 2016 for the purpose of undertaking the project âFour-Laning of the Lucknow - Sultanpur Section of NH-56 in the State of Uttar Pradesh on a Hybrid Annuity Basis.â The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Infraventure Private Limited and DLSHL. The Company after receiving the no objection certificates from Government Authorities and Senior lenders will immediately transfer 49% shares to Shrem Infraventure Private Limited and remaining 51% shares will be transferred to Shrem Infraventure Private Limited after the expiry of two years from the achievement of commercial operation. Currently the Company (DBL) has not yet transferred any shares to Shrem Infraventure Private Limited held in DLSHL and the status of DLSHL is Wholly owned Subsidiary of the Company.

During the period under review, DLSHL has achieved Turnover of Rs. 82991.98 Lakhs and incurred Net Loss after Tax of Rs. 1934.60 Lakhs.

xx DBL Kalmath Zarap Highways Limited (âDKZHLâ)

DKZHL is a Public Limited Company incorporated as a special purpose vehicle on December 13, 2016 for the purpose of project âRehabilitation and up-gradation of NH-66 (Kalmath to Zarap section) to four-lane with paved shoulder in the state of Maharashtra on Hybrid Annuity Modeâ. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Infraventure Private Limited and DKZHL. The Company after receiving the no objection certificates from Government Authorities and Senior lenders will immediately transfer 49% shares to Shrem Infraventure Private Limited and remaining 51% shares will be transferred to Shrem Infraventure Private Limited after the expiry of two years from the achievement of commercial operation. Currently, the Company (DBL) has not yet transferred any shares to Shrem Infraventure Private Limited held in DKZHL and the status of DKZHL is Wholly owned Subsidiary of the Company.

During the period under review, DKZHL has achieved Turnover of Rs. 9608.86 Lakhs and incurred Net Loss after Tax of Rs. 200.20 Lakhs.

xxi Jalpa Devi Engineering Private Limited (âJDEPLâ)

JDEPL is a Private Limited Company incorporated on March 9, 2017 as wholly owned subsidiary of Dilip Buildcon Limited to carry on the business of manufacturing, producing, casting, recycling, upcycling, assembling, reconstructing, engineering and other related activities of all kinds of machineries, equipments, tools etc. The Company is yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However, the Company has incurred Loss of Rs. 41.39 Lakhs during the period under review.

xxii. DBL Tuljapur Ausa Highways Limited (âDTAHLâ)

DTAHL is a Public Limited Company incorporated as special purpose vehicle on March 24, 2017 for the purpose of project âFour Laning of Tuljapur-Ausa (including Tuljapur Bypass) Section of NH-361 on Hybrid Annuity Mode in the State of Maharashtraâ. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Infraventure Private Limited and DTAHL. Currently the Company holds 51% shares in DTAHL and the Company after receiving the no objection certificates /necessary approvals from Government Authorities and Senior lenders and after the expiry of two years from the achievement of commercial operation will immediately transfer the remaining 51% shares to Shrem Infraventure Private Limited. The Company (DBL) has not yet transferred any shares to Shrem Infraventure Private Limited held in DTAHL and the status of DTAHL is the Subsidiary of the Company.

During the period under review, DTAHL has achieved Turnover of Rs. 18603.79 Lakhs and incurred Net Loss after Tax of Rs. 521.75 Lakhs.

xxiii. Bhavya Infra & Systems Private Limited (âBISPLâ)

BISPL is a Private Limited Company is engaged in the business of Job work, Repair & installation of machinery & equipment, motor vehicles and other related activity. BISPL is a wholly owned subsidiary of Dilip Buildcon Limited . During the period under review, the Company has achieved Turnoverof Rs. 55.12 Lakhs and has incurred the Net Loss after tax of Rs.19.02 Lakhs.

xxiv. DBL Yavatmal Wardha Highways Private Limited (DYWHPL)

DYWHPL incorporated as special purpose vehicle on April 21, 2017 for the purpose of project âFour Laning of Yavatmal to Wardha (Package-III) section of NH-361 from Km 400.575 to Km 465.500 (design length 64.925 Km) in the state of Maharashtra under NHDP Phase -IV on Hybrid Annuity modeâ. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Infraventure Private Limited and DYWHPL. The Company after receiving the no objection certificates from Government Authorities and Senior lenders will immediately transfer 49% shares to Shrem Infraventure Private Limited and remaining 51% shares will be transferred to Shrem Infraventure Private Limited after the expiry of two years from the achievement of commercial operation. Currently the Company (DBL) has not yet transferred any shares to Shrem Infraventure Private Limited held in DYWHPL and the status of DYWHPL is Wholly owned Subsidiary of the Company.

During the period under review, DYWHPL has achieved Turnover of Rs. 11583.10 Lakhs and has incurred the Net Loss after Tax of Rs. 429.38 Lakhs.

xxv. DBL Mahagaon Yavatmal Highways Private Limited (DMYHPL)

DMYHPL incorporated as special purpose vehicle on April 24, 2017 for the purpose of project âFour Laning of Mahagaon to Yavatmal (Package-II) section of NH-361 from Km 320.580 to Km 400.575 (design length 80.195) in the state of Maharashtra under NHDP Phase -IV on Hybrid Annuity mode.â The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Infraventure Private Limited and DMYHPL. The Company after receiving the no objection certificates from Government Authorities and Senior lenders will immediately transfer 49% shares to Shrem Infraventure Private Limited and remaining 51% shares will be transferred to Shrem Infraventure Private Limited after the expiry of two years from the achievement of commercial operation. Currently the Company (DBL) has not yet transferred any shares to Shrem Infraventure Private Limited held in DMYHPL and the status of DMYHPL is Wholly owned Subsidiary of the company.

During the period under review, DMYHPL has achieved Turnover of Rs. 5217.19 Lakhs and has incurred the Net Loss after Tax of Rs. 596.82 Lakhs.

xxvi. DBL Wardha Butibori Highways Private Limited (DWBHPL)

DWBHPL incorporated as special purpose vehicle on April 24, 2017 for the purpose of project âFour Laning of Wardha-Butibori Section of NH-361 from km 465.500 to km 524.690 (design length 59.190 km) under NH (O) in the state of Maharashtra on Hybrid Annuity mode.â The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Infraventure Private Limited and DWBHPL. The Company after receiving the no objection certificates from Government Authorities and Senior lenders will immediately transfer 49% shares to Shrem Infraventure Private Limited and remaining 51% shares will be transferred to Shrem Infraventure Private Limited after the expiry of two years from the achievement of commercial operation. Currently the Company (DBL) has not yet transferred any shares to Shrem Infraventure Private Limited held in DWBHPL and the status of DWBHPL is Wholly owned Subsidiary of the Company.

During the period under review, DWBHPL has achieved Turnover of Rs. 15529.47 Lakhs and has incurred Net Loss after Tax of Rs. 429.12 Lakhs.

xxvii. DBL-VPR Mining Private Limited (DVMPL)

DVMPL incorporated as special purpose vehicle on January 2, 2018 to carry out the business of prospecting, exploring, operating and working on mines & quarries and other mining activities in India and elsewhere. The Company is yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However, the Company has incurred Net Loss of Rs. 0.11 Lakhs during the period under review.

xxviii. DBL Chandikhole Bhadrak Highways Private Limited (DCBHPL)

DCBHPL incorporated as special purpose vehicle on February 6, 2018 for the purpose of project âRehabilitation and Up-gradation of Six-Laning of Chandikhole-Bhadrak Section of NH-5 (New NH-16) from km 62.000 to km 136.500 in the State of Odisha to be executed as Hybrid Annuity Mode under NHDP Phase V.â DCBHPLis yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However, DCBHPL has incurred Net Loss of Rs. 0.09 Lakhs during the period under review.

xxix. DBL Anandapuram Anakapalli Highways Private Limited (DAAHPL)

DAAHPL incorporated as special purpose vehicle on March 26, 2018 for the purpose of project âSix Laning of Anandapuram-Pendurthi-Anakapalli section of NH-5 (New NH-16) from Km. 681.000 (Existing Km. 681.000) to Km. 731.780 (Existing 742.400) (Design Length= 50.78 Km) in the State of Andhra Pradesh under Bharatmala Pariyojna on Hybrid Annuity Mode.â The Company is yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However, the Company has incurred Net Loss of Rs. 0.14 Lakhs during the period under review.

xxx. DBL Bangalore Nidagatta Highways Private Limited (DBNHPL)

DBNHPL incorporated as special purpose vehicle on March 23, 2018 for the purpose of project âSix-Laning of Bangalore-Nidagatta, km 18.000 to km 74.200 of NH-275 in State of Karnataka to be executed on Hybrid Annuity Mode.â DBNHPL is yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However, DBNHPL has incurred Net Loss of Rs. 0.09 Lakhs during the period under review.

Auditors and Auditorsâ Report

(a) Statutory Auditors & their Reports

M/s MSG & Associates, Chartered Accountants, Bhopal (ICAI Firm Registration No. 010254C) and M/s Mukund M. Chitale & Co., Chartered Accountants, Mumbai (ICAI Firm Registration No. 106655W) were appointed as the Joint Statutory Auditors of the Company for a term of 5 years at the Annual General Meeting held on September 11, 2017 and September 25, 2014, respectively, subject to the ratification of shareholders at every Annual General Meeting of the Company, on such remuneration as may be determined by the Board. Pursuant to notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi, requirement to place the matter relating ratification to appointment of Auditors by members at every Annual General Meeting is omitted.

The Company has obtained a certificate for their independence and eligibility for their appointment as Statutory Auditors and the same are within the limits as specified in section 141 of the Companies Act, 2013 and have also confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.

The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board during the period under review.

(b) Cost Auditors and their Report

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of Cost Records every year. The Board of Directors, on the recommendation of Audit Committee, has appointed M/s Yogesh Chourasia & Associates, Cost Accountants (ICWAI Firm Registration No. 000271), as Cost Auditors of the Company for conducting the Cost Audit of the Company for the Financial Year 2018-19. As required under the Companies Act, 2013, a resolution seeking membersâ approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

The Company has already filed the Cost Audit Report for the Financial Year 2016-17 with the Central Government. The Cost Audit Report for the Financial Year 2016-17 does not contain any qualification, reservation or adverse remark. The Company has obtained Cost Audit Report for the year 2017-18 and is in process to file the same with the Central Government.

As per the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s Piyush Bindal & Associates, Practicing Company Secretaries (C.P. No: 7442) as the Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2018-19.

Secretarial Audit Report for the Financial Year 2017-18 issued by M/s Piyush Bindal & Associates, Practicing Company Secretaries in Form MR-3 is annexed to the Boardâs Report as Annexure 2 which is self-explanatory and do not call for any further explanation of the Board.

(d) Internal Auditors

As per the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s Adalatwale and Bhagwat, Chartered Accountants, Bhopal (ICAI Firm Registration No. 008398C), as Internal Auditor to conduct internal audit of the Company for the Financial Year 2017-18.

The Internal Audit Report for the Financial Year 201718 issued by M/s Adalatwale and Bhagwat, Chartered Accountants, Bhopal is submitted to the Board which is self-explanatory and do not call for any further explanation of the Board.

Further, on the recommendation of audit committee, the Board of Directors of the Company has approved the appointment of aforesaid audit firm as internal auditors for the Financial Year 2018-19.

Extract of the Annual return

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is annexed to the Boardâs Report as Annexure 3.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars as required to be furnished for the year 201718 are under:

Human Resources Development

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. DBLâs people centric focus providing an open work environment, fostering continuous improvement and development has helped several employees realize their career aspirations during the year.

Companyâs Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

Board of Directors and Key Managerial Personnel

(a) Key Managerial Personnel

- Pursuant to the provisions of section 203 of the Companies Act, 2013 and the rules made their under, following are the Key Managerial Personnel of the Company:

Sr. No	Name of Director	Designation	Date of Appointment	Date of Resignation	DIN/PAN
1	Mr. Dilip Suryavanshi	Chairman and Managing Director	12.06.2006	-	00039944
2	Mrs. Seema Suryavanshi	Whole-time Director	12.06.2006	-	00039946
3	Mr. Devendra Jain	Whole-time Director & CEO	01.04.2009	-	02374610
4	#Mr. Vaibhav Rawat	Chief Financial Officer	01.04.2014	15.05.2018	AFNPR3499G
5	*Mr. Raja Ghosh	Chief Financial Officer	29.05.2018	-	AEAPG5583N
6	Mr. Abhishek Shrivastava	Company Secretary & Compliance Officer	23.01.2015	-	AUXPS3081Q

#Mr. Vaibhav Rawat has resigned from the post of Chief Financial Officer on May 15, 2018.

*Mr. Raja Ghosh (General Manager-Accounts and Finance) has been appointed as Chief Financial Officer w.e.f. May 29, 2018 and designated as the Key Managerial Personnel of the Company.

- As the existing tenure of Mr. Dilip Suryavanshi, Chairman and Managing Director of the Company will expire on August 25, 2018 and considering vast experience he carries and valuable services rendered by him for the growth of the Company, the Board of Directors of the Company (âBoardâ), at its meeting held on May 29, 2018 has, pursuant to the recommendation of Nomination and Remuneration Committee and subject to the approval of members in the Annual General Meeting , proposed for the re-appointment of Mr. Dilip Suryavanshi (DIN: 00039944) as the Managing Director of the Company, for a further term/period of 3 (three) years w.e.f. August 26, 2018, on the remuneration and perquisites payable to him and other terms and conditions as set out in item No. 11 accompanying Notice of Annual General Meeting and he shall not be liable to retire by rotation.

- As the existing tenure of Mrs. Seema Suryavanshi, Wholetime Director of the Company will expire on August 25, 2018 and considering vast experience she carries and valuable services rendered by her for the growth of the Company, the Board of Directors of the Company (âBoardâ), at its meeting held on May 29, 2018 has, pursuant to the recommendation of Nomination and Remuneration Committee and subject to the approval of members in the Annual General Meeting, proposed for the re-appointment of Mrs. Seema Suryavanshi (DIN: 00039946) as a Whole-time Director of the Company, for a further term/period of 3 (three) years w.e.f. August 26, 2018, on the remuneration and perquisites payable to her and other terms and conditions as set out in item No. 12 accompanying Notice of Annual General Meeting and she shall be liable to retire by rotation.

- As the existing tenure of Mr. Devendra Jain, Whole-time Director of the Company will expire on August 25, 2018 and considering vast experience he carries and valuable services rendered by him for the growth of the Company, the Board of Directors of the Company (âBoardâ), at its meeting held on May 29, 2018 has, pursuant to the recommendation of Nomination and Remuneration Committee and subject to the approval of members in the Annual General Meeting , proposed for the re-appointment of Mr. Devendra Jain (DIN: 02374610) as a Whole-time Director of the Company, for a further term/period of 3 (three) years w.e.f. August 26, 2018, on the remuneration and perquisites payable to him and other terms and conditions as set out in item No. 13 accompanying Notice of Annual General Meeting and he shall be liable to retire by rotation.

- Resignation of Chief Financial Officer

There is no change in the Key Managerial Personnel during the year under review, however the following changes took place after the review period till the date of this Board Report:

Mr. Vaibhav Rawat, Chief Financial officer of the Company has resigned with effect from May 15, 2018, due to his personal commitments & other assignments. The Board places on record its sincere appreciation and gratitude for contributions made by him during his tenure as Chief Financial Officer of the Company. Mr. Raja Ghosh (the existing General Manager-Accounts and Finance) has been appointed as Chief Financial Officer w.e.f. May 29, 2018 and designated as the Key Managerial Personnel of the Company.

(b) Directors seeking appointment/re-appointment

- In terms of the provisions of the Companies Act, 2013, Mr. Devendra Jain (DIN: 02374610) Whole-time Director & Chief Executive Officer of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

- During the year under review, in terms of the provisions of the Companies Act, 2013, the Company appointed Mr. Malay Mukherjee (DIN: 02272425) as an Additional Director under the category of an Independent Director of the Company with effect from February 13, 2018 for a term of 5 years. In terms of Section 161 of the Companies Act, 2013, Mr. Malay Mukherjee holds office upto the ensuing Annual General Meeting of the Company. Accordingly, the Board recommends the resolution in relation to the appointment of Mr. Malay Mukherjee as an Independent Director, for the approval by the shareholders of the Company.

Mr. Malay Mukherjee is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and has given his consent to act as a Director (in the Category of an independent Director). Further the Company has also received declaration from Mr. Malay Mukherjee that he meets the criteria of independence as prescribed both under Section 149(6) of the Act and under the SEBI (LODR) Regulations, 2015. He is proposed for the confirmation of his appointment as an Independent Director as stated in the notice of the AGM.

- Mr. Aditya Vijay Singh (DIN: 03585519) was appointed as an Independent Director of the Company and he holds office as an Independent Director of the Company up to March 31, 2019 (âfirst termâ). Based on the performance evaluation and recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company considered his experience and contribution made by him during his tenure, the continued association of Mr. Aditya Vijay Singh would be beneficial to the Company and it is desirable to continue to avail his services as an Independent Director. Accordingly, it is proposed to re-appoint Mr. Aditya Vijay Singh as an Independent Director of the Company, not liable to retire by rotation, for a second consecutive term of 5 (five) years on the Board of the Company w.e.f. April 01, 2019. He is proposed for the confirmation of his appointment for a second term as an Independent Director as stated in the notice of the AGM by special resolution.

Further Mr. Aditya Vijay Singh will attain the age of 75 years on October 23, 2019, and in view of the SEBI (LODR) (Amendment ) Regulations, 2018 applicable w.e.f. 1st April, 2019, the Company needs to take approval of the members by way of special resolution for continuation of his holding office as an Independent Director after the attainment of age of 75 years. The resolution given in the notice will serve both the purpose i.e appointment as an independent Director for the second consecutive term of 5 (five) years, w.e.f. April 1, 2019 to March 31, 2024 and to continue in the office after attainment the age of 75 years on October 23, 2019 .

Mr. Aditya Vijay Singh is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and has given his consent to act as a Director (in the Category of an independent Director). Further the Company has also received declaration from Mr. Aditya Vijay Singh that he meets the criteria of independence as prescribed both under Section 149(6) of the Act and under the SEBI (LODR) Regulations, 2015.

- Mr. Ashwini Verma (DIN: 06939756) and Mr. Amogh Kumar Gupta (DIN: 06941839) were appointed as Independent Directors of the Company and hold office as Independent Directors of the Company up to August 4, 2019 (âfirst termâ). Based on the performance evaluation and recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company considered their experience and contribution made by them during their tenure, the continued association of Mr. Ashwini Verma and Mr. Amogh Kumar Gupta would be beneficial to the Company and it is desirable to continue to avail their services as Independent Directors.

Accordingly, it is proposed to re-appoint Mr. Ashwini Verma and Mr. Amogh Kumar Gupta as Independent Directors of the Company, not liable to retire by rotation, for a second consecutive term of 5 (five) years on the Board of the Company w.e.f. August 05, 2019.

Mr. Ashwini Verma and Mr. Amogh Kumar Gupta are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and have given their consent to act as Directors (in the Category of independent Directors). Further the Company has also received declaration from Mr. Ashwini Verma and Mr. Amog h Kumar Gupta that they meets the criteria of independence as prescribed both under Section 149(6) of the Act and under the SEBI (LODR) Regulations, 2015. They are proposed for the confirmation of they appointment for a second consecutive term of 5 (five) years as Independent Directors as stated in the notice of the AGM by special resolutions.

- Mr. Satish Chandra Pandey (DIN : 07072768 ) has been appointed as Independent Director by the Shareholders of the Company at the Extraordinary General Meeting held on January 30, 2015 for a period of five (5) consecutive years from January 23, 2015 to January 22, 2020. Mr. Satish Chandra Pandey has attained the age of 78 years in the financial year 2017-18 and in view of the SEBI (LODR) (Amendment) Regulations, 2018, as applicable w.e.f. 1st April 2019 and also for an abundant precaution, the Company seeks consent of the members by way of special resolution for continuation of holding the office of directorship in the category of an independent Director for his remaining tenure of his appointment after the age of 78 years.

Mrs. Seema Suryavanshi (DIN:00039946) is a Woman Director on the Board as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

(d) Independent Directors and Declaration by Independent Directors Act, 2013. The Company has received necessary declarations from all the six Independent Directors to the effect that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (LODR) Regulations, 2015. In the opinion of the Board, they fulfil the conditions specified in the Act and the Rules made thereunder for the appointment as Independent Directors and are independent of the management.

The terms and conditions of appointment of the Independent Directors are placed on the website, http://dilipbuildcon.com/wps/wcm/connect/666e51ee-e980-4abe-8407-f9c4d55b828fTerms and conditons for the appointment of Independent Director.pdf?MOD=AJPERES&CONVERT_TO=url&CACHEID=ROOTWORKSPACE-666e51ee-e980-4abe-8407-f9c4d55b828f-m0w.BJ-

(e) Programme for familiarization of Directors

The Company conducts familiarisation programme for all the directors at the time of their appointment and also at regular intervals to enlighten the directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company etc. The details regarding the familiarization programme conducted during the year are put up on the website of the company and can be accessed at http://dilipbuildcon.com/wps/ wcm/connect/472e29ea-95f4-4054-86a3-b5921e36a1a6/ Details of Directors Familiarization Program. pdf?MOD=AJPERES&CONVERT_TO=url&CACHEID=ROOTWORKSPACE-472e29ea-95f4-4054-86a3-b5921e36a1a6-ma.i0Ho

Constitution of the Board of Directors and their Meetings

(a) Constitution of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 and Section 149 of the Companies Act, 2013. The Companyâs policy is to maintain optimum combination of Executive and Non-Executive Directors. As on March 31, 2018, the Company has 9 (nine) Directors. Out of the 9 (nine) Directors, 3 (three) are Executive Directors and 6 (six) are Non-Executive- Independent Directors.

The Chairman of the Board Mr. Dilip Suryavanshi is the Promoter and Managing Director. The Members of the Board are highly qualified and having varied experience in their respective field and they assist the Board to discharge their functions from time to time.

(b) Meetings of the Board

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their programme. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting. The Board met 7 (Seven) times during the Financial Year 2017-18. The maximum interval between any two meetings did not exceed 120 days. Details regarding the attendance of Directors in the meetings of Board and the previous Annual General Meeting has been included in the Corporate Governance Report which is forming part of this Annual Report.

The Board has complete access to any information within the Company. The Company has provided inter alia following information and discussed the matters:

- Financial results of the Company, its Subsidiaries and Associates;

- Minutes of meetings of the Board, Committees, resolutions passed by circulations and minutes of the meetings of the Board of Subsidiary Companies;

- Periodic compliance reports which includes noncompliance, if any;

- Disclosures received from Directors;

- Related party transactions;

- Regular business updates;

- Report on action taken on last Board Meeting decisions;

- Various Policies of the Board;

- Code of Conduct for the members of the Board;

- Discussion with the Auditors and the audit committee members.

Governance codes (a) Code of Business Conduct & Ethics

The Company has adopted Code of Business Conduct & Ethics (âthe Codeâ) which is applicable to the Board of Directors and all Employees of the Company.

The Board of Directors and the members of Senior Management Team of the Company are required to affirm Compliance of this Code. The Code requires Directors and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The Code is displayed on the Companyâs website, http://dilipbuildcon.com/wps/wcm/connect/1d9464eb-9501-42ad-a089-795eecf4e28b/Code of Conduct Board of Directors.pdf?MOD=AJPERES&CACHEID=ROOTWORKSPACE-1d9464eb-9501-42ad-a089-795eecf4e28b-meHR6zB

(b) Conflict of Interests

Each Director informs the Company on an annual basis about the Board and the Committee positions he occupies in other Companies including Chairmanships and notify changes during the year. The Members of the Board while discharging their duties, avoid conflict of interest in the decision making process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.

The Company has adopted a Code of conduct for prevention of Insider Trading (âthe Codeâ) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). This Code is displayed on the Companyâs website,http://dilipbuildcon.com/wps/ wcm/connect/088c8e44-50d9-4791-b095-fa9ef0cbae21/ Code of Conduct Insider Trading.pdf?MOD=AJPERES& CACHEID=ROOTWORKSPACE-088c8e44-50d9-4791-b095-fa9ef0cbae21-meHQnv4

The Code is applicable to Promoters and Promoterâs Group, all Directors, KMPs and their immediate relatives such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company and connected persons. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations.

The Company has also formulated âThe Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)â in compliance with the PIT Regulations.

COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory and non-mandatory Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. The Board currently has the following Committees:

Mandatory Committees

(a) Audit Committee

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the SEBI (LODR) Regulations, 2015. All the members of the committee are financially literate and Mr. Satish Chandra Pandey, Chairman of the Committee is an Independent Director and possesses financial expertise.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

Details of establishment of vigil mechanism for directors and employees

The Vigil Mechanism Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All permanent employees of the Company are covered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases. The Vigil Mechanism Policy has been placed on the website of the Company, http://dilipbuildcon.com/wps/ wcm/connect/ca817697-68c9-4d95-b8f0-9e07bb33db60/ Vigil Mechanism Policy.pdf?MOD=AJPERES&CONVERT_ TO=url&CACHEID=ROOTWORKSPACE-ca817697-68c9-4d95-b8f0-9e07bb33db60-m0w-sHe

(b) Corporate Social Responsibility (CSR) Committee

Corporate Social Responsibility is commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large and an initiative to assess and take responsibility for the Companyâs impact on environment and social wellbeing. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and Society.

The CSR Committee has been constituted as required under the provisions of section 135 of the Companies Act, 2013. The details regarding composition, objectives, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is prepared and the same is annexed to the Boardâs Report as Annexure 4.

The details of amount budgeted, spent and unspent along with the reasons for not spending the allocated amount are included in the said report.

As per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Policy is available on the website of the Company, http://dilipbuildcon.com/wps/wcm/connect/ abc3afe3-7462-4b3a-974a-5b4276d5d060/ CSR Policy.pdf?MOD=AJPERES&CONVERT_ TO=url&CACHEID=ROOTWORKSPACE-abc3afe3-7462-4b3a-974a-5b4276d5d060-m0w.BSH

Stakeholderâs Relationship Committee has been constituted by the Board in accordance with Section 178 (5) of the Companies Act, 2013.

The details regarding composition, terms of references, powers, functions, scope, meetings, attendance of members and the status of complaints received during the year are included in Corporate Governance Report which forms part of the Annual Report.

(d) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board in accordance with section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. All the members of the committee are Independent Directors.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

Companyâs policy on remuneration of Directors, KMPs and other employees

The Policy of the Company on remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is annexed to the Boardâs Report as Annexure 5.

Non-Mandatory Committees

(a) Risk Management Committee

Risk Management Committee consists of the following persons namely:

Sr. No	Name of members	Designation
1	Mr. Dilip Suryavanshi	Chairman -Managing Director
2	Mr. Devendra Jain	Member-Whole time Director & CEO
3	Mr. Amogh Kumar Gupta	Member
4	Mr. Ashwini Verma	Member
5	Mr. Abhishek Shrivastava	Secretary to the Committee

Terms of reference of the Risk Management Committee are as under:

1. Laying down risk assessment plan, minimisation procedures and informing the Board of the same;

2. Framing, implementing, reviewing and monitoring the risk management plan for the Company; and;

3. Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under the SEBI (LODR) Regulations, 2015.

The Committee has formulated a Risk Assessment and Management Policy to create and protect shareholdersâ value by minimizing threats or losses,and identifying and maximizing opportunities. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk.

And the Committee met once during the Financial Year 2017-18 on February 13, 2018. The meeting was conducted to review proper implementation of objective of Risk Management Policy. The requisite quorum was present at the Meeting.

(b) Borrowing Committee

The Board constituted the Borrowing Committee to negotiate, finalise and approve the proposals for borrowings from various Banks, Financial Institutions and the Finance Companies. The members of the Committee are as under:

Sr. No	Name of members	Designation
1	Mr. Dilip Suryavanshi	Chairman -Managing Director
2	Mrs. Seema Suryavanshi	Member-Whole time Director
3	Mr. Karan Suryavanshi	Member
4	Mr. Bharat Singh	Member
5	Mr. Kundan Kumar Das	Member
6	Mr. Pradeep Suryavanshi	Member
7	Mr. Abhishek Shrivastava	Secretary to the Committee

And the Committee met 34 (Thirty Four) times during the Financial Year 2017-18. The requisite quorum was present at all the Meetings.

The terms of reference of the Borrowing Committee of the Company includes the following:

1. To negotiate, finalise and approve the proposals for borrowings, Bank Guarantees including lease facility for procurement of assets on lease basis from various Banks, Financial Institution and the Finance Companies and the terms and conditions of such borrowings, Bank Guarantees and lease facility, provided that the said committee shall not approve the proposals for borrowings, Bank Guarantees and lease facility exceeding Rs. 11,000 Crores (Rupees Eleven Thousand Crores only) at any point of time .

2. To appoint any one or more official(s) of the company as Authorized Signatory(ies) to execute and sign all the agreements, security documents and other necessary documents including any amendment to the executed documents with the concerned Bank or Financial Institution or Finance Companies as may be required by them in their prescribed format or otherwise and to perform all other acts, deeds for and on behalf of the Company as may be required to avail the facility.

3. the Board do hereby agree to review/confirm/ratify all the business transacted or approved by the Committee from time to time and a copy of the minute book of the committee be placed before the Board at the subsequent Board meeting to consider and take on record the same.

The Board constituted the Business Development and Administration Committee to take decisions regarding the day to day business operations of the Company. The members of the Committee are as under:

Sr. No	Name of Members	Designation
1	Mr. Dilip Suryavanshi	Chairman-Managing Director
2	Mrs. Seema Suryavanshi	Member - Whole-time Director
3	Mr. Devendra Jain	Member - Whole-time Director & CEO
4	Mr. Kundan K. Das	Member - AGM Business Development
5	Mr. Abhishek Shrivastava	Secretary to the Committee

The Committee met 35 (Thirty five) times during the Financial Year 2017-18. The requisite quorum was present at all the Meetings.

The terms of reference of the Business development and Administration Committee of the Company inter alia includes the following:-

1. To approve, finalise the terms and conditions of the proposals/projects/bid application, Joint Venture Agreement, and other documents and writings as may be required for processing and finalizing the applications for making bids for the projects.

2. to authorize any officer of the company, consultant, agent, authorized official of joint venture partner of the company or any other person to sign and submit all applications, bids, Agreements, and other documents and writings and to participate in Pre-applications and other conference and to provide information to the Authority, to sign and execute all contracts including the Concession Agreement and undertaking consequent to acceptance of above mentioned bid.

3. To approve and provide any of the undertakings, resolutions and other related documents in respect of the projects awarded to the Company and authorize any person to sign and submit the same with the concerned authorities.

4. Approval of any other matter that is deemed necessary in respect of execution of any project and to carry out and to do all such acts, deeds and things required in connection therewith.

5. To approve and transact routine administrative matters;

6. To review the operations of the Company in general;

7. To authorize opening and closing of bank accounts or any other banking requirement;

8. To authorize additions/deletions to the signatories pertaining to banking transactions which includes letter of credit facility, Bill Discounting, Line of Credit;

9. To approve donations as per the policy approved by the Board; if any,

10. To delegate authority to the Companyâs official(s) to represent the Company at various courts, government authorities and so on for the following matters:

a) To demand, receive, recover, accept, exercise or utilize any claim, things, right, or any object to which the Company is entitled and/or to deposit, make and give receipts, dues. To take and/or deliver the possession of Projectâs âRight of Way/Siteâ and lease hold property/assets for and on behalf of Company.

b) To appear, represent, depose and record statement, make and move application for and on behalf of the company and authorized to make sign, execute verify and register various applications, papers, documents, statements, on companyâs behalf and authority to deposit amount incidental thereto and as may be required to submit before the any lawful authority, Central and State Government Department (individually âAuthorityâ and ââcollectively" Authoritiesâ) and any Agency .

c) Any other agreements, joint memorandum, containing inventory of site, documents, or instruments that are require to be entered with any or all âAuthorityâ and to do all incidental acts things and deeds of whatsoever nature in relation to the project Activity (ies).

d) Authority to collect and/or submit documents or produce/receive the documentary evidence, measurement book, bill payment and/or to receive from any Government Departments, Authority Agency having authority in relation to the projects of the Company.

e) To do all such other acts, matters and things necessary filing for contractual obligations on behalf of Company and to safeguard the legal interest of the company in any manner whatsoever including reference(s) of dispute to authority and/or Arbitration in relation to any projects.

f) To appear, to act and depose on behalf of the company before any High Court or before any commission, Tribunal Police Authorities or any other forum having jurisdiction.

g) To make sign execute verify and register various pleadings applications, Counter/Rejoinder Affidavits, papers, documents, appeal, revision, writ petitions, written statements, reply, complaints, affidavit etc before the authorities.

h) To file or cause to be filed any civil suit for recovery of monies due to the company or for any other relief or file/withdraw/settle/compromise the appropriate civil actions under appropriate provisions of the relevant laws.

i) To sign the Vakalatnama authorizing the counsel to initiate and maintain all such legal proceeding and make statement and be present before the authorities on behalf of the company as and when required .

j) To provide necessary documents required in the court of law.

k) To review and follow up on the action taken on the Committees decisions;

l) To review, propose and monitor annual budget if any, subject to the ratification of the Board; m) To attend to any other responsibility as may be entrusted by the Board within the terms of reference.

(d) Lending & Investment Committee

The Board constituted Lending & Investment Committee to delegate its power to invest the funds of the Company; and to grant loans, provide guarantee and security. The Members of the Committee are as under:

Sr. No.	Name of Members	Designation
1	Mr. Dilip Suryavanshi	Chairman- Managing Director
2	Mr. Devendra Jain	Member-Whole-time Director & CEO
3.	Mr. Satish Chandra Pandey	Member-Independent Director
4	Mr. Amogh Kumar Gupta	Member-Independent Director
5	Mr. Abhishek Shrivastava	Secretary to the Committee

The terms of reference of the Committee includes the authority under section 179(3) read with the section 185, 188 and the provisions of the SEBI (LODR) Regulations, 2015 as may be applicable to the Company from time to time and are as follows:-

1. To make investment and acquire by way of subscription, purchase or otherwise securities of any other body corporate, provided that the total amount of such investments to a particular body corporate shall not exceed Rs. 150 Crores at any time intervening between two Board meetings of the Company, subject to the maximum limits as may be available to the Company u/s 186 of the Companies Act, 2013 or such resolutions passed by the Company in the general meeting wherever applicable.

2. To give any loan, guarantee, security, indemnity to any person or other body corporate, including the subsidiary and associate concerns or otherwise as the case may be provided that such loan to each person or body corporate shall not exceed Rs. 150 Crores at any time intervening between two Board meetings of the Company.

3. To consider and decide the requirement for incorporation of a new subsidiary company and authority to make such initial contribution in the share capital and further investment in such new company and to nominate the signatory and directors for and on behalf of the Company.

4. To consider and decide the requirement for acquiring any shares of any body corporate or becoming partner in any of the Joint venture/LLP/Partnership firm and to nominate for appointment of the authorized representative, to give authority for the Banking operation and to give authority for any project on behalf the Company.

The Committee met 8 (eight) times during the Financial Year 2017-18. The requisite quorum was present at all the Meetings.

Particulars of contracts or arrangements with related parties referred to Section 188(1):

All transactions entered with Related Parties for the year under review were entered on armâs length basis and in the ordinary course of business and that the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made thereunder were not attracted.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is annexed to the Boardâs Report as Annexure 6.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. The Company has a process in place to periodically review and monitor Related Party Transactions. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the related party transactions were in the ordinary course of business and at armâs length.

The Audit Committee and the Board have approved the Related Party Transactions Policy and the same has been placed on the Companyâs website, http://dilipbuildcon. com/wps/wcm/connect/82561153-b3e3-4943-b574-fa6bad71e3d2/Policy of Related Party Transactions. pdf?MOD=AJPERES&CONVERT_TO=url&CACHEID=ROOTWORKSPACE-82561153-b3e3-4943-b574-fa6bad71e3d2-m0w-iCq

Related Party Disclosures

Disclosures of Loans and advances in the nature of loans to Subsidiaries/Associates/others by name and amount at the year end and the maximum amount of loans outstanding during the year has been disclosed in Note 4 and 28 to the Standalone Financial Statements. The said disclosures are also given in the Financial Statements of Subsidiary/ Associate Companies.

Particulars of employees

Directorsâ Responsibility Statement

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, with respect to the Directorsâ Responsibility Statement, the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

d) that the directors had prepared the annual accounts for the Financial Year ended March 31, 2018 on a going concern basis;

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

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

Internal Control System and their Adequacy

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companyâs internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s Adalatwale and Bhagwat, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

To maintain its objectivity and independence, the Internal Audit Function reports to the Chairman of the Audit Committee.

Risk management

Risk management is embedded in your Companyâs operating framework. Your Company believes that managing risks helps in maximizing returns. The risk management framework is reviewed annually by the Risk Management Committee. Some of the risks that may arise to the Company are explained here:

(a) Financial risks

The key objective of the Companyâs capital management is to ensure that it maintains a stable capital structure with the focus on total equity to uphold investor, creditor, and customer confidence and to ensure future development of its business. The Company is focused on maintaining a strong equity base to ensure independence, security, as well as financial flexibility for potential future borrowings, if required without impacting the risk profile of the Company.

Companyâs principal financial liabilities, comprise borrowings from banks, trade payables and security deposits. The main purpose of these financial liabilities is to finance Companyâs operations (short term). Companyâs principal financial assets include investments, security deposit, trade and other receivables, deposits with banks and cash and cash equivalents, that derive directly from its operations.

Company is exposed to market risk, credit risk and liquidity risk.

b) Market Risk

The sensitivity analysis in the following sections relate to the position as at 31^st March 2018 and 31^st March 2017. The sensitivity of the relevant income statement item is the effect of the assumed changes in respective market risks. The sensitivity analysis have been prepared on the basis that the amount of net debt and the ratio of fixed to floating interest rates of the debt are constant at 31^st March 2018.

The analysis exclude the impact of movements in market variables on: the carrying values of gratuity, other post retirement obligations and provisions.

Companyâs activities exposed to interest rate risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

Credit Risk:

Credit risk on trade receivables and unbilled work-in-progress is limited as the customers of the Company mainly consists of the government promoted entities having a strong credit worthiness. For other customers, the Company uses a provision matrix to compute the expected credit loss allowance for trade receivables and unbilled work-in-progress. The provision matrix takes into account available external and internal credit risk factors such as credit ratings from credit rating agencies, financial condition, ageing of accounts receivable and the Companyâs historical experience for customers.

Liquidity Risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash flow and collateral obligations without incurring unacceptable losses. Companyâs objective is to, at all time maintain optimum levels of liquidity to meet its cash and collateral requirements. Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing at optimised cost.

Regulatory risks

(d) Human resource risks

Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various measures including training and integration of learning and development activities. The Company has formulated various schemes in the interest of the employees i.e. DBL Employees Voluntary Benevolent Fund Scheme, Camp & Accommodation with various modern amenities, Free Child Education Policy for Drivers & Operators, One Lakh Gift Policy for Daughters marriage of Drivers/ Operators, Best Drivers & Machine Operator Award.

Environment and Safety

The Company is conscious of the importance of clean environment and safe operations. The Companyâs policy requires conduct of operations in such manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

Internal Complaints Committee (ICC) and other disclosures under the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year ended March 31, 2018, the Company has not received any Complaints pertaining to Sexual Harassment.

Cautionary Statement

Statements in this Boardâs Report and Management Discussion and Analysis describing the Companyâs objectives, projections, estimates, expectations or predictions may be âforward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companyâs operations include raw material availability and its prices, cyclical demand and pricing in the Companyâs principle markets, changes in Government regulations, Tax regimes, economic developments in the Country and other ancillary factors.

Acknowledgements

The Company is grateful to its customers, shareholders, suppliers, financial institutions, bankers, Central and State Governments for their constant support to the Company. The Directors also place on record their deep appreciation of the contribution made by employees at all levels, the consistent growth of the Company was made possible by their hard work, loyalty, dedication, co-ordination and support.

For and on behalf of the Board of Directors

Dilip Suryavanshi Devendra Jain

Chairman & Managing Director Whole Time Director & CEO

DIN : 00039944 DIN : 02374610

Place : Bhopal

Date : August 14, 2018

Mar 31, 2017

To,

The Members,

Dilip Buildcon Limited

The Directors have pleasure in presenting their Eleventh Annual Report on the business and operations of the Company and the standalone and consolidated financial statements of the Company for the Financial Year ended March 31, 2017.

Financial Results

Standalone and Consolidated: The Standalone and Consolidated performance for the Financial Year ended March 31, 2017 is as under:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	March 31, 2017	March 31, 2016	March 31, 2017	March 31, 2016
Gross Revenue	510,907.14	410,106.35	533,140.40	431,669.32
Total expenses	474,900.44	385,096.16	495,927.70	403,942.86
Profit / (loss) before tax	36,006.70	25,010.19	37,212.70	27,726.47
Tax expenses
Current tax	81.11	784.61	97.89	816.43
Deferred tax	(168.69)	2,145.18	1,346.65	3,932.77
Profit for the year from continuing operations	36,094.28	22,080.40	35,768.16	22,977.27
Other comprehensive income Items that will not be reclassified to profit or loss	18.38	(28.83)	18.38	(28.83)
(Net of Taxes)
Total Comprehensive Income for the year	36,112.66	22,051.58	35,786.54	22,948.44
Add: Balance in Profit and Loss Account	93,240.40	71,259.31	80,239.62	57,361.67
(Adjusted)
Sub Total	129,353.06	93,310.89	116,026.16	80,310.11
Less: Appropriation
Dividend	(29.28)	(58.57)	(29.28)	(58.57)
Tax on Dividend	(5.97)	(11.92)	(5.97)	(11.92)
Others	-	-	(63.30)	0.00
Closing Balance	129,317.81	93,240.40	115,927.61	80,239.62

Financial Performance

During the year under review, your Company reported a top-line growth of 24.78% over the previous year. At Standalone level, the Revenue from Operations amounted to Rs.509,762.48 Lakhs as against Rs.408,532.43 Lakhs in the previous year. The Operating Profit before Tax amounted to Rs.36,006.70 Lakhs as against Rs. 25,010.19 Lakhs in the previous year. The Net Profit for the year amounted to Rs.36,094.28 Lakhs against Rs.22,080.40 Lakhs reported in the previous year and total comprehensive income for the year amounted to Rs.36,112.64 Lakhs as against Rs.22,051.58 Lakhs in the previous year.

The Consolidated Revenue from Operations amounted to Rs.531,915.72 Lakhs as against Rs.430,047.10 Lakhs in the previous year, registering a growth of 23.69%. The Consolidated Operating Profit before Tax amounted to Rs.37,212.70 Lakhs as against Rs.27,726.47 Lakhs in the previous year. The Consolidated Net Profit after Tax amounted to Rs.35,768.16 Lakhs as against Rs.22,977.27 Lakhs in previous year and Total Comprehensive Income for the year amounted to Rs.35,786.54 Lakhs against Rs.22,948.44 Lakhs in previous year.

Dividend

Your Directors have recommended a dividend of Rs.1.00 (Rupee One, i.e. 10%) per equity share of face value of Rs.10.00 (Rupees Ten only) each (previous year Rs. 0.025 per equity share) for whole of the year aggregating to Rs.136,769,768.00(excluding dividend distribution tax) for the Financial Year 2016-17, which, if approved by the members at the ensuing 11^th Annual General Meeting (AGM), will be paid to those members whose names appear in the Companyâs Register of Members and to those persons whose names appear as Beneficial owners as per the details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) as at the close of business hours on September 4, 2017.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. The Board has approved and adopted the Dividend Distribution Policy and the same is available on the Companyâs website at http://www.dilipbuildcon.co.in/files/Dividend%20Distribution%20P olicy.pdf. The Policy is also annexed herewith as Annexure 1 to the Boardâs Report.

The dividend payout is in accordance with the Companyâs Dividend Distribution Policy.

Business Operations Overview

We are one of the leading private sector road-focused EPC contractors in India. During the last five Financial Years ended March 31, 2017 we completed the construction of 73 road projects in the states of Madhya Pradesh, Gujarat, Himachal Pradesh, Rajasthan, Andhra Pradesh, Karnataka, Telangana, Uttar Pradesh and Maharashtra in India, with an aggregate length of approximately 8,604.61 lane kms, achieving a CAGR of 34.75% of revenue growth on standalone basis for the five Financial Years ended March 31, 2017.

As the owner of one of the largest fleets of construction equipment in India, we maintained, as of March 31, 2017, a modern equipment fleet of 8,525 vehicles and other construction equipments from some of the worldâs leading suppliers, such as Schwing Stettar, Metso, Wirtgen and Vogele. We are one of the largest employers in the construction industry in India and employed 25,290 employees as of March 31, 2017.

Our core business is undertaking construction projects across India in the roads sector. We specialize in constructing state and national highways, city roads, culverts and bridges. As a result of the natural growth of our road construction business, as well as the recent government support to the infrastructure sector and rising opportunities in new business areas, recently we expanded into the irrigation and urban development businesses.

Our business comprises: (i) our construction business, under which we undertake roads, bridges, irrigation, urban development and mining projects on an EPC basis; and (ii) our infrastructure development business, under which we undertake building, operation and development of road projects on a BOT basis with a focus on annuity projects.

As of March 31, 2017, we had an order book of Rs. 1,756,826.51 Lakhs, consisting of 37 third party road EPC projects, 10 of our own road BOT/HYBRID projects on EPC basis, 2 irrigation projects, 3 urban development projects, 3 mining projects and 1 cable-stayed bridge project.

CONSTRUCTION BUSINESS Roads & Bridges:-

We recognized revenue of Rs. 457,143.01 Lakhs from this business for Financial Year 2017. As on March 31, 2017, we were undertaking a total of 37 road EPC Projects, 1 Bridge and 10 road infrastructure development projects in 12 states, which amounted to an aggregate length of 8,781.25 lane kms. Our order book for these projects amounted to Rs.1,458,089.52 Lakhs as of March 31, 2017, accounting for 83% of our total order book.

Irrigation:-

We recently diversified into the irrigation business. We started to undertake irrigation projects in Financial Year 2014 to explore opportunities created by the increased focus of the Government and State Governments on agriculture. In our irrigation business, we undertake to build canals and dams. Our irrigation team undertakes primarily design and construction works for tunnels and canals for agricultural irrigation purposes. We do not need to make any further investment into our equipment bank as we are able to use our existing equipments for our irrigation projects. Undertaking irrigation projects in the areas close to our on-going projects facilitates our strategy to cluster our EPC projects. We can conveniently move and use the manpower, machines and materials in the nearby work sites and undertake these projects on a cost effective basis.

We recognized revenue of 27,827.28 Lakhs from this business for Financial Year 2017. As of March 31, 2017, we were undertaking 2 EPC irrigation projects in Madhya Pradesh. Our order book for these projects amounted to Rs.16,483.76 Lakhs as of March 31, 2017, accounting for 1% of our total order book.

Urban Development

We recently diversified into the urban development business. The recent trend in the urban development sector has provided us with an opportunity to diversify our business. We believe this sector may continue to grow during the next few years and thus plan to undertake projects in our core geographic markets. We commenced urban development projects in Madhya Pradesh in Financial Year 2013 to explore the opportunities created by the increased focus of the State Government on improving the living conditions of the underprivileged. In our urban development business, we undertake redevelopment and re-densification of government housing and build residential units under affordable housing schemes, construction of district court and other structures in group water supply schemes relating to irrigation or water supply for agricultural purposes.

We recognized revenue of 9,010.04 Lakhs from this business for Financial Year 2017. As of March 31, 2017, we were undertaking 3 EPC urban development projects in Madhya Pradesh. Our order book for these projects amounted to Rs. 21, 081.33 Lakhs as of March 31, 2017, accounting for 1.20% of our total order book.

Mining Project

Project Name	Volume (BCM)	Contract Value (Rs. in Lakhs)
Nigahi-1, Northern Coalfields, Dist. Singrauli, Madhya Pradesh	13 Million	10,450.00
Khairagura, Singareni Collieries Company Limited, Asifabad District, Teleangana	106.1 Million	97,355.00
Nigahi-2, Northern Coalfields, Dist. Singrauli, Madhya Pradesh	131.8 Million	167,357.78

We recognized revenue of Rs. 13,990.84 Lakhs from this business for Financial Year 2017. As of March 31, 2017, our order book of these 3 projects was Rs. 261,171.90 Lakhs, accounting for 14.87% of our total order book.

Goa Zuari Cable-stayed Bridge Project (status on 31.03.2017): This project mainly involves construction of the 640-meter long cable-stayed bridge, which will have a central span of 360 meters, and will approach across River Zuari on NH-17/NH-66 on Panjim-Mangalore section in the State of Goa. Further in the April 2016, we have also won Adjacent road connecting to Zuari Bridge namely package I & III costing to Rs. 85,770.00 Lakhs. Overall the company has won 3 projects in the state of Goa aggregating to Rs. 140,310.00 Lakhs. To ensure successful completion of this project, we have engaged international professionals from France and China to provide bridge design and construction quality examination services.

We recognized revenue of Rs. 5,493.87 Lakhs from this business for Financial Year 2017. As of March 31, 2017, our order book of these 3 projects was Rs. 134,816.22 Lakhs, accounting for 7.67% of our total order book.

INFRASTRUCTURE DEVELOPMENT BUSINESS

In our infrastructure development business, we develop and maintain roads and highways on a BOT basis. As of March 31, 2017, we had completed 14 projects totalling 1,940.53 Lane kms in the states of Gujarat and Madhya Pradesh in India & we have 10 under construction projects comprising 1 pure toll & 9 hybrid annuity model projects totalling 2,507.47 Lane kms. in the states of Maharashtra, Uttar Pradesh, Karnataka and Madhya Pradesh in India.

In respect of our completed projects, we operate 1 BOT project purely on a toll basis where the only source of revenue is the toll we charge vehicles for using the road, 3 BOT projects on annuity basis where the only source of revenue is the fixed amount that the relevant government agency pays us for building and maintaining the roads on an annual basis, and the remaining 10 projects on annuity plus toll basis, where we are entitled to both a fixed amount to be received annually in addition to the toll that we charge, with their respective concession periods ranging from 14 to 25 years. Due to the annuity component in our operational BOT projects, income is assured to the extent of the annuities to be collected during a year under the relevant concessions, thus reducing the risk of income fluctuations resulting from traffic pattern changes.

Our Geographical Footprint

Starting with Madhya Pradesh, we have expanded into 16 other states, including Andhra Pradesh, Gujarat, Himachal Pradesh, Karnataka, Maharashtra, Rajasthan, Tamil Nadu, Telangana, Punjab, Jharkhand, Chhattisgarh, Haryana, Goa, West Bengal and Uttar Pradesh. Increasingly, our order book consists of orders from outside Madhya Pradesh, representing approximately 84.37% of our order book as of March 31, 2017, as compared to 60.00% as of March 31, 2016. We believe our geographically diversified portfolio gives us more leverage to hedge against risks in specific areas or projects and protects us from fluctuations resulting from business concentration in limited geographical areas. The following chart illustrates our geographical footprint as of March 31, 2017:

Major ongoing EPC construction projects as of March 31, 2017:

Project Name	Employer	State	Type	Contract Value (Rs. in Lakhs)	Length (Kms)
Nigahi OCP of NCL	Northern Coalfields Limited	MP	Excavation	167,357.74	NA
Overburden Khairagura OCP, BPA Area (Telangana )	The Singareni Collieries Company Limited	Telangana	Excavation	97,355.00	NA
Vijayawada-Machilipatnam	NHAI	AP	Road	74,070.0	64.61
Ghaghra Bridge to Varanasi	NHAI	UP	Road	67,434.00	58.62
Mahulia-Baharagora	NHAI	Jharkhand	Road	67,410.00	71.61
Chichra to Kharagpur	NHAI	West Bengal	Road	61,308.00	55.52
Zuari Bridge -(Package II )	MORTH	Goa	Bridge	54,540.00	-
Nalagampalli to AP/Karnataka Border	NHAI	AP	Road	50,310.00	47.69
Zuari Bridge -(Package I )	MORTH	Goa	Road	44,010.00	-
Zuari Bridge -(Package III )	MORTH	Goa	Road	41,760.00	-

Details of our top five road projects completed as of March 31, 2017:

Project Name	Contract price (Rs. in Lakhs)	Total length in Kms.	Date of Start	Schedule Date of Completion	Actual Completion Date	Early Completion days	Bonus Earned (Rs. in Lakhs)
Hata Fatehpur	8,714.00	64.42	April 10, 2016	April 9, 2018	March 6, 2017	399	1,534.80
Sidhi-Tikhri-Kyothi Katra	14,486.40	95.77	September 1, 2015	June 1, 2017	September 20, 2016	254	717.96
Patan-Tendukheda-Rehli	22,502.00	86.60	April 10, 2016	April 9, 2018	March 31, 2017	374	3,614.99
Mandla to Pindari	19,080.00	106.33	August 26, 2015	August 24, 2017	February 21, 2017	184	572.40
Rewa-Sidhi	26,001.00	57.80	January 20, 2015	January 19, 2017	September 30, 2016	111	783.03

Awards

Your Company has been conferred with two prestigious awards in the â6th Construction Week India Awards 2016â in the following categories:-

1. Road Contractor of the Year

2. Road and Highways Project of the Year

Mr. Dilip Suryavanshi, Managing Director was also presented with an award in the category of âInfrastructure Person of the Yearâ in the said â6th Construction Week India Awards 2016â.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report.

Particulars of loans, guarantees and security provided and Investments made under section 186

Since the Company is an Infrastructure Company, pursuant to the provisions of Section 186(11) of the Companies Act, 2013, except Section 186(1), nothing contained in section 186 of the Companies Act, 2013 shall apply to a loan made, guarantee given and security provided by a company engaged in the business of providing infrastructure facilities. However, the details of loans, guarantees, and investments as required by the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder are set out in the Notes to the Standalone Financial Statements of the Company. (Please refer to Note No. 3, 4 and 47 to the Standalone Financial Statements).

Consolidated Financial Statements

The Audited Consolidated Financial Statements for the Financial Year ended March 31, 2017, based on the financial statements received from subsidiaries, as approved by their respective Board of Directors, have been prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part of this Annual Report.

Corporate Governance Report

The Corporate Governance Report pursuant to the SEBI (LODR) Regulations, 2015 as applicable for the year under review is presented in a separate section forming part of this Annual Report.

Change in the nature of business, if any

There is no change in the nature of business of the Company during the year under review.

Share Capital and Initial Public Offering and Offer for Sale (a) Initial Public Offering (IPO)

During the Financial Year 2016-17, your Company entered into the Securities Market through Initial Public Offering (IPO). The Public Issue comprised of Fresh Issue of 19,634,703 Equity shares of Rs. 10/- each at a premium of Rs.209/- per share aggregating to Rs. 43,000.00 Lakhs and an Offer for sale by promoters Mr. Dilip Suryavanshi and Mr. Devendra Jain of 1,136,364 equity shares each and also Offer for sale by the PE Investor BanyanTree Growth Capital LLC of 7,954,545 equity shares.

Equity shares of the Company are listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and are regularly traded on both the exchanges w.e.f. August 11, 2016.

Further the status of the utilisation of the Proceeds of the IPO and division thereon are as under:-

(Rs. in lakhs)

Particulars	Amount	Utilisation as on March 31, 2017	Amount Pending for Utilisation
Pre-payment or scheduled repayment of a portion of term loans availed by the Company.	20238.20	20212.17	26.03
To meet Working Capital Requirements	20000.00	20000.00	Nil
General Corporate Purposes	72.20	72.20	Nil

(b) Change in the capital structure of the Company

During the year your company has allotted 19634703 Equity shares of Rs. 10/- each at a premium of Rs. 209/- per share by way of Initial Public Offering (IPO). Therefore, the paid up share Capital of the company has been increased from Rs. 1,171,350,650 to Rs. 1,367,697,680.

As the members are aware, the Companyâs shares are compulsorily tradable in electronic form. As on March 31, 2017, 100% of the Companyâs total paid up capital representing 136,769,768 shares are in dematerialized form.

General Disclosures

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

1. Details relating to deposits covered under Chapter V of the Act and rules made there under.

2. As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

3. As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

4. As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option.

5. As per rule 16(4) the Companies (Share Capital and Debentures) Rules, 2014, there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

6. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the Companyâs going concern status and operations in future.

8. No fraud has been reported by the Auditors to the Audit Committee or the Board.

9. There is no amount of unpaid/unclaimed dividend which is required to be transferred in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

Reserves

The Company has not transferred any amount to the reserves during the current Financial Year.

Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the report

There are no material changes or commitments affecting the financial position or business activities of the Company between the end of the Financial Year and the date of this Report.

Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements.

The Company has designed and implemented a process driven framework for Internal Financial Controls (âIFCâ) within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies(Accounts) Rules, 2014, the Board is of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Companyâs operations.

The Company has appointed independent audit firm as Internal Auditors to observe the Internal Control system.

The details of investments made in the subsidiary companies during the year and performance of the subsidiary companies are as under:

(a) Shares subscribed/acquired during the year

Name of the company	Type of Shares	No. of shares	Total amount of Investment (Rs. in Lakhs)
Bhavya Infra & Systems Private Limited	Equity	295,949*	63.30
DBL Hassan Periyapatna Tollways Limited	Equity	17,235	835.04
DBL Hata Dargawon Tollways Limited	Equity	25,945	1,177.12
DBL Hirekerur Ranibennur Tollways Limited	Equity	37,731	798.01
DBL Kalmath Zarap Highways Limited	Equity	50,000*	5.00
DBL Patan Rehli Tollways Limited	Equity	41,711	2,930.20
DBL Tuljapur Ausa Highways Limited	Equity	25,500*	2.55
Jalpa Devi Engineering Private Limited	Equity	50,000*	5.00
Jalpa Devi Tollways Limited	Equity	2,202,400	11,012.00
DBL Lucknow Sultanpur Highways Limited	Equity	500,000*	50.00
DBL Mundargi Harapanahalli Tollways Limited	Equity	48,993	1,094.01

*includes equity shares held by nominee on behalf of and for the benefit of Dilip Buildcon Limited

(b) Subsidiary Companies

During the year under review, your company has acquired entire equity shares of Bhavya Infra & Systems Private Limited and it became a wholly owned subsidiary of your Company. Further, four new Companies have been incorporated as subsidiaries of the Company, out of which three are wholly owned subsidiaries. The details are as follows:

S. No.	Name of Subsidiary	Date of Incorporation / becoming subsidiary	Status
1	DBL Lucknow Sultanpur Highways Limited	09.09.2016	Wholly owned subsidiary (SPV)
2	DBL Kalmath Zarap Highways Limited	13.12.2016	Wholly owned subsidiary (SPV)
3	Bhavya Infra & Systems Private Limited	03.03.2017	Wholly owned subsidiary
4	Jalpa Devi Engineering Private Limited	09.03.2017	Wholly owned subsidiary
5	DBL Tuljapur Ausa Highways Limited	24.03.2017	Subsidiary (51% ownership) (SPV)

The Policy for determining material subsidiary company, as approved, can be accessed on the Companyâs website at the link http://www.dilipbuildcon.co.in/files/Policy%20on%20Material%20 Subsidiaries.pdf. The Company does not have any material subsidiary as on March 31, 2017.

As on March 31, 2017, the Company has 23 Indian subsidiaries. There has been no change in the nature of business activities of any of the subsidiaries.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statements of the Company and all its subsidiary companies, which is forming part of the Annual Report. As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies is prepared in Form AOC-1 and the same is annexed to the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Boardâs Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company, www.dilipbuildcon.co.in. Further, as per fourth proviso of the said section, Audited Financial Statements of each of the subsidiary companies have also been placed on the website of the Company, www.dilipbuildcon.co.in. Shareholders interested in obtaining a copy of the Audited Financial Statements of the subsidiary companies may write to the Company Secretary at the Companyâs registered office.

(d) Performance and financial position of each of the subsidiaries included in the consolidated financial statement

i. DBL Ashoknagar-Vidisha Tollways Limited (âDAVTLâ)

DAVTL is involved in the business of development, operation and maintenance of the two laning with paved shoulder of Ashoknagar-Vidisha Major District Road on BOT (toll plus annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs.907.25 Lakhs and Net Profit/(Loss) after Tax of Rs. (21.89) Lakhs.

ii. DBL Bankhlafata - Dogawa Tollways Limited (âDBDTLâ)

iii. DBL Betul - Sarni Tollways Limited (âDBSTLâ)

DBSTL is involved in the business of developing Betul-Sarni-Tikadhana-Junnardeo-Parasia Road being developed by MPRDC on BOT (toll plus annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs. 3,171.43 Lakhs and Net Profit/(Loss) after Tax of Rs. (876.17) Lakhs.

iv. DBL Jaora - Sailana Tollways Limited (âDJSTLâ)

DJSTL is involved in the development of Jaora-Piploda-Jalandharkheda & Piploda-Sailana Road, Raipuriya-Petlabad-Bamania Road, Jawad Road to Khoh Road and Soyat-Pidawa Road on BOT (annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs. 2,078.13 Lakhs and Net Profit/(Loss) after Tax of Rs. 719.35 Lakhs.

v. DBL Mundi - Sanawad Tollways Limited (âDMSTLâ)

DMSTL is involved in the development (two-laning) of Mundi-Punasa-Sulgaon-Sanawad Road (Major District Road) on BOT (toll plus annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs.1,403.19 Lakhs and Net Profit/(Loss) after Tax of Rs. (21.82) Lakhs.

vi. DBL Nadiad Modasa Tollways Limited (âDNMTLâ)

DNMTL is involved in developing a part of the existing Nadiad to Modasa Road (SH-59) to two lanes (with paved shoulder) highway in the state of Gujarat. During the period under review, the Company has achieved Revenue from Operations of Rs. 3,020.06 Lakhs and Net Profit/(Loss) after Tax of Rs. 905.45 Lakhs.

vii. DBL Sardarpur - Badnawar Tollways Limited (âDSBTLâ)

DSBTL is involved in the development of Sardarpur Badnawar Road on a Design, Build, Finance, Operate and Transfer (DBFOT) on toll plus annuity basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs. 624.23 Lakhs and Net Profit/(Loss) after Tax of Rs. (119.94) Lakhs.

viii. DBL Silwani - Sultanganj Tollways Limited (âDSSTLâ)

DSSTL is involved in the development (two-laning) of Silwani-Sultanganj-Jaisinghnagar-Sagar Road section on a DBFOT (toll plus annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs. 1,618.36 Lakhs and Net Profit/(Loss) after Tax of Rs. 142.34 Lakhs.

ix. DBL Sitamau- Suwasara Tollways Limited (âDBLSSTLâ)

DBLSSTL is involved in the development (two-laning) of Sitamau-Basai-Suwasara Road (Major District Road) on BOT (toll plus annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs. 815.59 Lakhs and Net Profit/(Loss) after Tax of Rs. 103.63 Lakhs.

x. DBL Tikamgarh - Nowgaon Tollways Limited (âDTNTLâ)

DTNTL is involved in the development of Tikamgarh (Dhajrai)-Jatara-Palera-Nowgaon Road being developed by MPRDC on DBFOT (toll plus annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs. 1,634.02 Lakhs and Net Profit/(Loss) after Tax Rs. 179.03 Lakhs.

xi. DBL Uchera - Nagod Tollways Limited (âDUNTLâ)

DUNTL is involved in the business of development of Uchera-Nagod-Singhpur-Kalinjher Road on BOT (toll plus annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs. 1,561.56 Lakhs and Net Profit/(Loss) after Tax of Rs. 416.97 Lakhs.

xii. Suryavanshi Infrastructure Private Limited (âSIPLâ)

IPL is involved in the business of undertaking reconstruction, strengthening, widening and rehabilitation and operation and maintenance of Mandsaur-Sitamau Road in the state of Madhya Pradesh on a BOT basis. During the period under review, the Company has achieved Revenue from Operations of Rs. 334.65

xiii. DBL Hata-Dargawon Tollways Limited (âDHDTLâ)

DHDTL is involved in the business of undertaking the project of strengthening-widening, maintaining and operating of Hata-Fatehput-Rajpura-Silapuri-Bajna-Dargawon (SH-48) Road on BOT (toll plus annuity) basis. During the period under review, the Company has achieved Revenue from Operations of Rs. 10,446.01 Lakhs and Net Profit/(Loss) after Tax of Rs. 174.64 Lakhs.

xiv. DBL Patan-Rehli Tollways Limited (âDPRTLâ)

DPRTL is involved in the business of undertaking the project of Development of Patan-Tendukheda-Rehli (SH-15) Road on BOT (toll plus annuity) basis. During the period under review, the Company has achieved Revenue from Operations of Rs. 26,529.44 Lakhs and Net Profit/(Loss) after Tax of Rs. (1,054.48) Lakhs.

xv. Jalpa Devi Tollways Limited (âJDTLâ)

JDTL is involved in the business of undertaking a project âfour laning of Guna-Biaora Section of NH-3 from km 332.100 to km 426.100 in the state of Madhya Pradesh under NHDP-IV to be executed in BOT (toll) mode on DBFOT basis. During the period under review, the Company has achieved Revenue from Operations of Rs. 36,843.21 Lakhs and Net Profit/(Loss) after Tax of Rs. (412.96) Lakhs.

xvi. DBL Mundargi Harapanahalli Tollways Limited (âDMHTLâ)

DMHTL is involved in the business of undertaking the project design, build, finance, operate, maintain and transfer of Existing State Highway named Mundargi-Hadagali-Harapanahalli on DBFOMT annuity basis. During the period under review, the Company has achieved Revenue from Operations of Rs. 5,872.33 Lakhs and Net Profit/(Loss) after Tax of Rs. (217.48) Lakhs.

xvii. DBL Hassan Periyapatna Tollways Limited (âDHPTLâ)

DHPTL is involved in the business of undertaking the project âdesign, build, finance, operate, maintain and transfer of the existing State highway, Hassan-Ramanathapura-Periyapatna in the state of Karnataka on a DBFOMT annuity basis.â During the period under review, the Company has achieved Revenue from Operations of Rs. 6,018.91 Lakhs and Net Profit/(Loss) after Tax of Rs. (325.02) Lakhs.

xviii. DBL Hirekerur RanibennurTollways Limited (âDHRTLâ)

xix. DBL Lucknow Sultanpur Highways Limited (âDLSHLâ)

DLSHL is a public limited company incorporated as a special purpose vehicle on September 9, 2016 for the purpose of undertaking the project âFour-Laning of the Lucknow - Sultanpur Section of NH-56 in the State of Uttar Pradesh on a Hybrid Annuity Basis.â The Company is yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However, the Company incurred Loss of Rs. 1.26 Lakhs during the period under review.

xx DBL Kalmath Zarap Highways Limited (âDKZHLâ)

DKZHL is a public limited company incorporated as a special purpose vehicle on December 13, 2016 for the purpose of project âRehabilitation and up-gradation of NH-66 (Kalmath to Zarap section) to four-lane with paved shoulder in the state of Maharashtra on Hybrid Annuity Modeâ. The Company is yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However, the Company incurred Loss of Rs. 0.38 Lakhs during the period under review.

xxi Jalpa Devi Engineering Private Limited (âJDEPLâ)

JDEPL is a private limited company incorporated on March 9, 2017 as wholly owned subsidiary of Dilip Buildcon Limited to carry on the business of manufacturing, producing, casting, recycling, upcycling, assembling, reconstructing, engineering and other related activities of all kinds of machineries, equipments, tools etc. The Company is yet to commence its business. Hence there is no revenue and profit/loss generated/incurred during the period under review.

xxii. DBL Tuljapur Ausa Highways Limited (âDTAHLâ)

DTAHL is a public limited company incorporated as special purpose vehicle on March 24, 2017 for the purpose of project âFour Laning of Tuljapur-Ausa (including Tuljapur Bypass) Section of NH-361 on Hybrid Annuity Mode in the State of Maharashtraâ. The Company is yet to commence its business. Hence, there is no revenue and profit/loss generated/incurred during the period under review.

xxiii. Bhavya Infra & Systems Private Limited (âBISPLâ)

BISPL is a private limited company whose entire share capital has been acquired by Dilip Buildcon Limited on March 3, 2017 and thus, it has become the wholly owned subsidiary of Dilip Buildcon Limited. During the period under review, the Company has achieved total revenue of Rs. 8.25 Lakhs and Net Profit/(Loss) after tax of Rs. (6.79) Lakhs.

(a) Statutory Auditors & their Reports

M/s Naresh Rajani & Co., Chartered Accountants, Bhopal, (ICAI Firm Registration No. 008422C) and M/s Mukund M. Chitale & Co. (âMMCâ) Chartered Accountants, Mumbai (ICAI Firm Registration No. 106655W) were re-appointed on September 25, 2014 as the Joint Statutory Auditors for a term of 3 years and 5 years respectively, subject to the ratification of shareholders at every Annual General Meeting of the Company, on such remuneration as may be determined by the Board.

Appointment of M/s Mukund M. Chitale & Co. (âMMCâ) Chartered Accountants, Mumbai (ICAI Firm Registration No. 106655W) for the Financial Year 2017-18 is subject to ratification in the ensuing Annual General Meeting. The Company has obtained a certificate for their independence and eligibility for their appointment as Auditors, and the same are within the limits as specified in section 141 of the Companies Act, 2013.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and rules made thereunder, the term of M/s Naresh Rajani & Co., Chartered Accountants, Bhopal (ICAI Firm Registration No. 008422C), as the Joint Statutory Auditors of the Company will conclude from the close of ensuing Annual General Meeting of the Company.

The Board of Directors places on record its appreciation to the services rendered by M/s Naresh Rajani & Co., as Joint Statutory Auditors of the Company.

Pursuant to Section 139 of the Companies Act, 2013 and subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s MSG & Associates, Chartered Accountants, Bhopal (ICAI Firm Registration No. 010254C) as the Joint Statutory Auditors of the Company for the term of 5 (five) years commencing from the ensuing Annual General Meeting.

Accordingly, the Board recommends the resolution in relation to the appointment of Joint Statutory Auditors M/s MSG & Associates, Chartered Accountants, Bhopal (ICAI Firm Registration No. 010254C) and ratification of the appointment of M/s Mukund M. Chitale & Co. (âMMCâ) Chartered Accountants, Mumbai (ICAI Firm Registration No. 106655W) for the Financial Year 2017-18, for the approval of the shareholders of the Company.

Emphasis of Matter in Auditorsâ Report:

The Auditorsâ Report for the Financial Year 2016-17 does not contain any qualification, reservation or adverse remark. The Auditors without qualifying their opinion draws attention to the following:-

âNote 43 to the Standalone Ind AS Financial Statements in respect of application made to Settlement Commission and the liability for tax/interest thereon made in the books of accounts based on the application made with the Settlement Commissionâ.

âNote 42 to the Consolidated Ind AS Financial Statements in respect of application made to Settlement Commission and the liability for tax/interest thereon made in the books of accounts based on the application made with the Settlement Commissionâ.

Notes referred in Emphasis of Matter: Note 43 to the Standalone Financial Statements:

Subsequent to the survey proceedings u/s 133 of the Income Tax Act initiated by the Department in the earlier years, the Company has filed an application before the Income Tax Settlement Commission for Assessment Year 2007-08 to 2013-14. The Income Tax liability including interest arising thereon based on the application made Rs. 710 Lakhs has been provided for the in accounts for the year ended 31st March 2015. Any additional liability for tax / interest / penalty arising on account of the adjustments made / to be made in the application will be provided / made as and when these are finally ascertained.

Note 42 to the Consolidated Financial Statements:

Board Explanation to the Emphasis of Matter:-

An Income Tax search was conducted on Company dated June 19, 2012 to June 21, 2012. After that the Company received the questionnaire under sec 142(1) of Income Tax Act and have duly replied on all the subject matter.

Further to curtail the duration of assessment and buying peace from local Income Tax Department, the Company have filed the application to Honorable Income Tax Settlement Commission (ITSC) after depositing Rs. 710.00 Lakhs of tax in the month of March, 2015. In response to application, the Honorable Income Tax Settlement Commission admitted the application u/s 245D(1) of the Income Tax Act on dated May 13, 2015. The Honorable ITSC has pronounced the order dated September 29, 2016, based on the same the Income Tax Department, Bhopal Office is working on the final outcome/tax liability. However, based on the order we have assessed the provisional amount and deposited Rs.30.00 Lakhs.

(b) Cost Auditors and their Report

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of Cost Records every year. The Board of Directors, on the recommendation of Audit Committee, has appointed M/s Yogesh Chourasia & Associates, Cost Accountants (ICWAI Firm Registration No. 000271), as Cost Auditors of the Company for conducting the Cost Audit of the Company for the Financial Year 2017-18. As required under the Companies Act, 2013, a resolution seeking membersâ approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

The Company has already filed the Cost Audit Report for the Financial Year 2015-16 with the Central Government. The Cost Audit Report for the Financial Year 2015-16 does not contain any qualification, reservation or adverse remark. The Company has obtained Cost Audit Report for the year 2016-17 and is in process to file the same with the Central Government.

As per the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s Piyush Bindal & Associates, Practising Company Secretaries (C.P No: 7442) as the Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2017-18.

Secretarial Audit Report for the Financial Year 2016-17 issued by M/s Piyush Bindal & Associates, Practising Company Secretaries in Form MR-3 is annexed to the Boardâs Report as Annexure 2 which is self-explanatory and do not call for any further explanation of the Board.

(d) Internal Auditors

Further on the recommendation of audit committee, the Board of Directors of the Company has approved the appointment of aforesaid audit firm as internal auditors for the Financial Year 2017-18.

Extract of the Annual return

Conservation of energy, technology absorption and foreign exchange earnings and outgo The particulars as required to be furnished for the year 2016-17 are under:

S. No.	Particulars	Comments
(A)	Conservation of energy
(I)	the steps taken or impact on conservation of energy	In view of business activities no substantial steps are required to be taken by the Company.
(ii)	the steps taken by the company for utilizing alternate sources of energy	As above
(iii)	the capital investment on energy conservation equipment	Nil
(B)	Technology absorption
(i)	the efforts made towards technology absorption	Not applicable as the traditional technology being used.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	Nil
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year)-
	(a) the details of technology imported	Nil
	(b) the year of import	N.A.
	(c) whether the technology been fully absorbed	N.A.
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	N.A.
(iv)	the expenditure incurred on Research and Development	Nil

Human Resources Development

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. DBLâs people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organizationâs growth and its sustainability in the long run.

Board of Directors and Key Managerial Personnel (a) Key Managerial Personnel

The following are the Key Managerial Personnel of the Company pursuant to the provisions of section 203 of the Companies Act, 2013 and the rules made their under:

1. Mr. Dilip Suryavanshi : Chairman and Managing Director

2. Mr. Devendra Jain : Whole-time Director and CEO

3. Mrs. Seema Suryavanshi : Whole-time Director

4. Mr. Vaibhav Rawat : Chief Financial Officer

5. Mr. Abhishek Shrivastava : Company Secretary

There is no change in the key managerial personnel during the year under review.

However, it is proposed to revise remuneration of Mr. Dilip Suryavanshi as the Chairman and Managing Director, Mrs. Seema Suryavanshi as a Whole-time Director and Mr. Devendra Jain as a Whole-time Director & CEO of the Company, subject to the approval of the shareholders by special resolution and details of the same are mentioned in the item no. 8 to 10 of explanatory statement which forms the part of the Notice of 11^th Annual General Meeting.

(b) Directors seeking re-appointment

In terms of the provisions of the Act, Mrs. Seema Suryavanshi (DIN: 00039946) Whole-time Director of the Company retires by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting. The Board recommends her reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

During the year under review, in terms of the provisions of the Act, the Company appointed Mr. Vijay Chhibber (DIN: 00396838) as an Additional Director under the category of an Independent Director of the Company with effect from February 28, 2017 for a term of 5 years. In term of Section 161 of the Companies Act, 2013, Mr. Vijay Chhibber holds office upto the conclusion of the ensuing Annual General Meeting. The Company has received notice with requisite deposit proposing his candidature as Director of the Company. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Vijay Chhibber as an Independent Director, for the approval by the shareholders of the Company.

In case of appointment / reappointment of Directors, the details of respective Directors as stipulated under Regulation 36(3) of the Listing Regulations are included in the Notice of Annual General Meeting.

Mrs. Seema Suryavanshi is a woman director on the Board as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

(d) Resignation of Director

Mr. Naval Jawaharlal Totla (DIN: 02408585) Non-Executive Director of the Company has resigned with effect from May 16, 2017 due to his other commitments. The Board places on record its sincere appreciation and gratitude for contributions made by him during his tenure as Non-Executive Director of the Company.

(e) Independent Directors and Declaration by Independent Directors

The Company is having 5 (five) Independent Directors which are in accordance with the requirement of the Listing Regulations as well as under the Companies Act, 2013. The Company has received necessary declaration from all the five Independent Directors to the effect that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (LODR) Regulations, 2015. In the opinion of the Board, they fulfil the conditions specified in the Act and the Rules made there under for the appointment as Independent Directors and are independent of the management.

The terms and conditions of appointment of the Independent Directors are placed on the website, http://www.dilipbuildcon.co.in/files/Terms%20and%20conditons% 20for%20the%20%20%20appointment%20of%20Independent%20Director.pdf

(f) Programme for familiarisation of Directors

The Company conducts familiarisation programme for all the directors at the time of their appointment and also at regular intervals to enlighten the directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company etc. The details regarding the familiarisation programme conducted during the year are put up on the website of the company and can be accessed athttp://www.dilipbuildcon.co.in/files/Familiarisation%20programme.pdf.

Constitution of the Board of directors and their Meetings

(a) Constitution of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 and Section 149 of the Companies Act, 2013. The Companyâs policy is to maintain optimum combination of Executive and Non-Executive Directors. As on March 31, 2017, the Company has nine Directors. Out of the nine Directors, six are Non-Executive Directors comprising of five Independent Directors.

(b) Meetings of the Board

The Board met 16 (sixteen) times during the Financial Year 2016-17. The maximum interval between any two meetings did not exceed 120 days. Details regarding the attendance of Directors in the meetings of Board and the previous Annual General Meeting has been included in the Corporate Governance Report annexed to the Annual Report.

The Board has complete access to any information within the Company. The Company has provided inter alia following information and discussed the matters:

- Financial results of the Company, its subsidiary companies and its associates;

- Minutes of meetings of the Board Committees, resolutions passed by circulations and minutes of the meetings of the Board of Subsidiary Companies;

- Periodic compliance reports which includes noncompliance, if any;

- Disclosures received from Directors;

- Related party transactions;

- Regular business updates;

- Report on action taken on last Board Meeting decisions;

- Various Policies of the Board;

- Code of Conduct for the members of the Board;

- Discussion with the Auditors and the audit committee members.

Governance codes

(a) Code of Business Conduct & Ethics

The Company has adopted Code of Business Conduct & Ethics (âthe Codeâ) which is applicable to the Board of Directors and all Employees of the Company. The Board of Directors and the members of Senior Management Team (one level below the Board of Directors) of the Company are required to affirm Compliance of this Code. The Code requires Directors and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The Code is displayed on the Companyâs website, www.dilipbuildcon.co.in.

(b) Conflict of Interests

Each Director informs the Company on an annual basis about the Board and the Committee positions he occupies in other companies including Chairmanships and notifies changes during the year. The Members of the Board while discharging their duties, avoid conflict of interest in the decision making process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.

The Company has adopted a Code of conduct for prevention of Insider Trading (âthe Codeâ) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). This Code is displayed on the Companyâs website, http://www.dilipbuildcon.co.in/files/Code%20of%20Conduct%20%20for%20Insider-%20SEBI.pdf

The Code is applicable to Promoters and Promoterâs Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company and connected persons. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations.

The Company has also formulated âThe Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)â in compliance with the PIT Regulations.

COMMITTEES OF THE BOARD

The Board of Directors have constituted various mandatory and non-mandatory Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. The Board currently has the following Committees:

Mandatory Committees

(a) Audit Committee

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the Listing Regulations. All the members of the committee are financially literate and Mr. Satish Chandra Pandey, Chairman of the Committee is an Independent Director and possesses financial expertise.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

Details of establishment of vigil mechanism for directors and employees

The Board of Directors have adopted Vigil Mechanism Policy. The Vigil Mechanism Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All permanent employees of the Company are covered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases. The Vigil Mechanism Policy has been posted on the website of the Company, www.http://www.dilipbuildcon.co.in/files/Vigil%20Mechanism%20Policy.pdf.

(b) Corporate Social Responsibility (CSR) and its Committee

Corporate Social Responsibility is commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large and an initiative to assess and take responsibility for the Companyâs effects on environment and social wellbeing. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and Society.

Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is prepared and the same is annexed to the Boardâs Report as Annexure 4.

The details of amount budgeted, spent and unspent along with the reasons for not spending the allocated amount are included in the said report.

As per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Policy is available on the website of the Company,http://www.dilipbuildcon.co.in/files/CSR%20Policy.pdf

Stakeholderâs Relationship Committee has been constituted by the Board in accordance with Section 178 of the Companies Act, 2013.

(d) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board in accordance with section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the members of the committee are Independent Directors.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

Companyâs policy on remuneration of Directors, KMPs and other employees

Non Mandatory Committees

(a) Risk Management Committee

Risk Management Committee consists of the following persons namely:

1. Mr. Dilip Suryavanshi Chairman

2. Mr. Devendra Jain Member

3. Mr. Amogh Kumar Gupta Member

4. Mr. Ashwini Verma Member

5. Mr. Abhishek Shrivastava Secretary to the Committee

Terms of reference of the Risk Management Committee as under:

1. Laying down risk assessment plan, minimisation procedures and informing the Board of the same;

2. Framing, implementing, reviewing and monitoring the risk management plan for the Company; and

3. Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under the Listing Regulations.

The Committee has formulated a Risk Assessment and Management Policy to create and protect shareholdersâ value by minimizing threats or losses, and identifying and maximizing opportunities. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk.

And the Committee met once during the Financial Year 2016-17 on March 27, 2017. The meeting was conducted to review proper implementation of objective of Risk Management Policy. The requisite quorum was present at the Meeting.

(b) Borrowing Committee

1) Mr. Dilip Suryavanshi Chairman

2) Mrs. Seema Suryavanshi Member

3) Mr. Bharat Singh Member

4) Mr. Karan Suryavanshi Member

5) Mr. Kundan Kumar Das Member

6) Mr. Pradeep Suryavanshi Member

7) Mr. Abhishek Shrivastava Secretary to the Committee

And the Committee met 51 (fifty one) times during the Financial Year 2016-17. The requisite quorum was present at all the Meetings.

The terms of reference of the Borrowing Committee of the Company include the following:

1. To negotiate, finalize and approve the proposals for borrowings including lease facilities for procurement of assets on lease basis, from various banks, financial institutions and the finance companies and the terms and conditions of such borrowings and lease facility, provided that at any one meeting of the said committee, the committee shall not approve the proposals for borrowings exceeding Rs. 200.00 Crores (Rupees Two Hundred Crores).

2. To appoint any one or more official(s) of the company as Authorized Signatory(ies) to execute and sign all the agreements, security documents and other necessary documents including any amendment to the executed documents with the concerned bank or financial institution or finance companies as may be required by them in their prescribed format or otherwise and to perform all other acts for and on behalf of the Company as may be required to avail the facility.

The Board constituted the Business Development & Administration Committee to take decisions regarding the day to day business operations of the Company. The members of the Committee are as under:

1) Mr. Dilip Suryavanshi Chairman

2) Mrs. Seema Suryavanshi Member

3) Mr. Devendra Jain Member

4) Mr. Kundan Kumar Das Member

5) Mr. Abhishek Shrivastava Secretary to the Committee

The Committee met 39 (Thirty Nine) times during the Financial Year 2016-17. The requisite quorum was present at all the Meetings.

The terms of reference of the Business development & Administration Committee of the Company inter alia includes the following:-

1. To approve, finalise the terms and conditions of the proposals/projects/Bid application, Joint Venture Agreement, and other documents and writings as may be required for processing and finalizing the applications for making bids for the projects.

2. To authorize any officer of the company, consultant, agent, authorized official of joint venture partner of the company or any other person to sign and submit all applications, Bids, Agreements, and other documents and writings and to participate in pre-applications and other conference and to provide information to the Authority, to sign and execute all contracts including the Concession Agreement and undertaking consequent to acceptance of above mentioned Bid.

4. Approval of any other matter that is deemed necessary in respect of any project and to carry out and to do all such acts, deeds and things required in connection therewith.

5. To approve and transact routine administrative matters.

6. To review the operations of the Company in general.

7. To authorize opening and closing of bank accounts or any other banking requirement.

8. To authorize additions/deletions to the signatories pertaining to banking transactions.

9. To approve donations as per the policy approved by the Board.

10. To delegate authority to the Company officials to represent the Company at various courts, government authorities and so on.

11. To review and follow up on the action taken on the Board decisions.

12. To review, propose and monitor annual budget if any, subject to the ratification of the Board.

13. To attend to any other responsibility as may be entrusted by the Board within the terms of reference.

(d) Lending & Investment Committee

The Board constituted Lending & Investment Committee to delegate its power to invest the funds of the company; and to grant loan, provide guarantee and security. The members of the Committee are as under:

1) Mr. Dilip Suryavanshi, Chairman

2) Mr. Devendra Jain Member

3) Mr. Satish Chandra Pandey Member

4) Mr. Amogh Kumar Gupta Member

5) Mr. Abhishek Shrivastava Secretary to the Committee

1. To make investment and acquire by way of subscription, purchase or otherwise securities of any other body corporate, provided that the total amount of such investments to a particular body corporate shall not exceed Rs. 50 Crores at any time intervening between two Board meetings of the Company, subject to the maximum limits as may be available to the Company u/s 186 of the Companies Act, 2013 or such resolutions passed by the Company in the general meeting wherever applicable.

2. To give any loan, guarantee, security, indemnity to any person or other body corporate, including the subsidiary and associate concerns or otherwise as the case may be, provided that such loan to each person or body corporate shall not exceed Rs. 50 Crores at any time intervening between two Board meetings of the Company.

4. To consider and decide the requirement for acquiring any shares of anybody corporate or becoming partner in any of the Joint venture/LLP/Partnership firm and to nominate for appointment of the authorized representative, to give authority for the Banking operation and to give authority for any project on behalf the Company.

The Committee met once during the Financial Year 2016-17 on March 22, 2017. The requisite quorum was present at the Meeting.

Particulars of contracts or arrangements with related parties referred to Section 188(1):

The Audit Committee and the Board have approved the Related Party Transactions Policy and the same has been uploaded on the Companyâs website,http://www.dilipbuildcon.co.in/files/Policy%20of%20Related%20Party%20Transactions.pdf.

Related Party Disclosures

Disclosures of Loans and advances in the nature of loans to subsidiaries by name and amount at the year end and the maximum amount of loans outstanding during the year has been disclosed in Note 4 and 28 to the Standalone Financial Statements. The said disclosures are also given in the Financial Statements of Subsidiary Companies.

Particulars of employees

Directorsâ Responsibility Statement

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, with respect to the Directorsâ Responsibility Statement, the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

d) that the directors had prepared the annual accounts for the Financial Year ended March 31, 2017 on a going concern basis;

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

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

Internal Control System and their Adequacy

To maintain its objectivity and independence, the Internal Audit Function reports to the Chairman of the Audit Committee.

Risk management

(a) Financial risks

The Companyâs senior management have expertise to actively manage its foreign exchange and other liquidity and financial risks within the framework laid down by the Company. The Company has adopted a prudent and conservative risk mitigation strategy to minimize financial and interest cost risks.

(b) Commodity price risks

Presently, the Company is not dealing in commodities and commodity hedging activities. However, the Company has in house financial experts to identify and review the future possibilities of said risks and control it accordingly.

(d) Human resource risks

Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various measures including training and integration of learning and development activities. The Company has formulated various schemes in the interest of the employees i.e. DBL Employees Voluntary Benevolent Fund Scheme, Camp & Accommodation with various modern amenities, Free Child Education Policy for Drivers & Operators, One Lakh Gift Policy for Daughters marriage of Drivers / Operators, Best Drivers & Machine Operator Award.

Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

Internal Complaints Committee (ICC) and other disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year ended March 31, 2017, the Company has not received any Complaints pertaining to Sexual Harassment.

Cautionary Statement

Acknowledgements

For and on behalf of the Board of Directors

Dilip Suryavanshi Devendra Jain

Managing Director Whole-time Director & CEO

DIN: 00039944 DIN: 02374610

Place: Bhopal

Date: August 2, 2017

Mar 31, 2016

To, The Members,

The Directors have pleasure in presenting their Tenth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2016.

1. Financial Results

Standalone and Consolidated: The Standalone and Consolidated performance for the Financial Year ended March 31,2016 is as under:

Particulars	STANDALONE		CONSOLIDATED I
	For the year 2015-16	For the previous Year 2014-15	For the Year 2015-16	For the previous Year 2014-15
Total Revenue from operation and other income	410,071.36	263,014.39	434,898.10	277,210.07
Total Expenditure	385,003.74	244,178.16	411,819.43	264,298.36
Profit before Exceptional and Extraordinary Items and Tax	25,067.62	18,836.23	23,078.67	12,911.71
Prior Period Items	0.00	0.00	0.00	0.00
Profit before tax	25,067.62	18,836.23	23,078.67	12,911.71
Less: Current tax	5892.75	4569.22	5924.56	4599.85
Reversal of Excess Provision	-	-	Nil	(3.58)
Deferred tax	2293.64	4383.66	2597.63	4054.78
MAT Credit	(5108.14)	(3852.37)	(5108.14)	(3857.01)
Profit after tax	21,989.37	13,735.72	19,664.62	8117.67
Profit brought forward from previous year	74,307.64	61,684.42	66,674.08	59,668.93
Appropriations:-
Less: Transferred to General Reserve	Nil	Nil	Nil	Nil
Less: Proposed dividend on equity shares	29.28	58.57	29.28	58.57
Less: Tax on proposed dividend	5.96	11.92	5.96	11.92
Less: Adjustment on account of change in rates of depreciation on fixed assets - Cumulative Depreciation	Nil	35.31	Nil	35.31
Less: Deferred Tax adjustment	Nil	12.01	Nil	12.01
Less: Utilized for Bonus issue	Nil	991.84	Nil	991.84
Less: Short provision on proposed dividend distribution tax for earlier years	Nil	2.89	Nil	2.89
Surplus profit carried forward to Balance Sheet	96,261.76	74,307.63	86,303.47	66,674.08

2. Dividend

Your Directors have recommended payment of dividend of Rs,0.025 per equity share on the fully paid up Equity Shares of Rs,10/- each for the financial year ended on March 31 st 2016 (Previous year Rs,0.05 per equity share) and such Equity Dividend would be paid upon approval by the Members of the Company at the ensuing Annual General Meeting to the members whose names appears in the register of members of the Company as on record date/Book Closure i.e. 29th June, 2016.

3. Initial Public Offer (IPO)

During the year the Company has again filed Draft Red Herring Prospectus on 1 st Feb., 2016 with the Securities and Exchange Board of India (SEBI) for Initial Public Offer and the Company has received in-principal listing approval from National Stock Exchange of India Limited and BSE Limited vide their letter No. NSE/LIST/61355 dated February15, 2016 and letter No. DCS/I PO/N P/I P/1112/2015-16 dated February 6, 2016 respectively. Further, the Company has received final observations from SEBI vide their letter No. CFD/DIL/BNS/SD/OW/P/2016/7329/1 dated Marchl 0, 2016. The Company is taking necessary steps to come out with the proposed public issue of Rs,43000 Lakhs for fresh equity shares and offer of the sale by the existing shareholders of the company in consultation with the lead managers and advisors to the issue. For detailed contents please visit the website of the company at www.dilipbuildcon.co.in and the website of the SEBI.

4. Change in the capital structure of the Company

There is no change in the capital structure of the Company during the period under review.

5. Reserves

The Company has carried the whole amount of profit in the ''Surplus'' division of Reserves and Surplus Schedule and no specific amount was transferred to the General Reserves (Previous year Nil).

6. Transfer to Investor Education and Protection Fund

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

7. Insurance

The properties of the Company viz. building, plant, Vehicles and machinery and stocks have been adequately insured.

8. Brief description of the Company''s working during theyear

During the period under review, the Company has achieved standalone total revenue of Rs,410,071.35 lakhs (Previous year Rs,263,014.39 Lakhs) and net profit after tax of Rs,21,989.37 Lakhs (Previous year n 3,735.72 Lakhs) on a standalone basis. During the same period, the Company has achieved Total revenue of Rs,434,898.10 Lakhs (Previous year Rs,277,210.07 Lakhs) and net profit of Rs,19,664.62 Lakhs (Previous yearRs,8,117.67Lakhs) on a consolidated basis.

Your company''s core business is undertaking construction projects across India in the roads, bridges and irrigation sectors. Your Company is specialize in constructing state and national highways, city roads, culverts and bridges. As a result of the natural growth of the Company''s road construction business, as well as the recent government support to the infrastructure sector and rising opportunities in new business areas, the Company recently expanded into irrigation and urban development businesses. Your Company''s business comprises construction business, under which it undertake roads, irrigation and urban development projects on an EPC basis; and the infrastructure development business, under which the Company undertake building, operation and development of road projects on a BOT (primarily DBFOT) basis with a focus on annuity projects.

2. Dividend

Your Directors have recommended payment of dividend of Rs, 0.025 per equity share on the fully paid up Equity Shares of Rs, 10/- each for the financial year ended on March 31 st 2016 (Previous year Rs, 0.05 per equity share) and such Equity Dividend would be paid upon approval by the Members of the Company at the ensuing Annual General Meeting to the members whose names appears in the register of members of the Company as on record date/Book Closure i.e. 29th June, 2016.

3. Initial Public Offer (IPO)

During the year the Company has again filed Draft Red Herring Prospectus on 1 st Feb., 2016 with the Securities and Exchange Board of India (SEBI) for Initial Public Offer and the Company has received in-principal listing approval from National Stock Exchange of India Limited and BSE Limited vide their letter No. NSE/LIST/61355 dated February15, 2016 and letter No. DCS/I PO/N P/I P/1112/2015-16 dated February l6, 2016 respectively. Further, the Company has received final observations from SEBI vide their letter No. CFD/DIL/BNS/SD/OW/P/2016/7329/1 dated March 10, 2016. The Company is taking necessary steps to come out with the proposed public issue of Rs,43000 Lakhs for fresh equity shares and offer of the sale by the existing shareholders of the company in consultation with the lead managers and advisors to the issue. For detailed contents please visit the website of the company at www.dilipbuildcon.co.in and the website of the SEBI.

4. Change in the capital structure of the Company

There is no change in the capital structure of the Company during the period under review.

5. Reserves

The Company has carried the whole amount of profit in the ''Surplus'' division of Reserves and Surplus Schedule and no specific amount was transferred to the General Reserves (Previous year Nil).

6. Transfer to Investor Education and Protection Fund

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

7. Insurance

The properties of the Company viz. building, plant, Vehicles and machinery and stocks have been adequately insured.

8. Brief description of the Company''s working during the year

During the period under review, the Company has achieved standalone total revenue of Rs,410,071.35 lakhs (Previous year Rs,263,014.39 Lakhs) and net profit after tax of Rs,21,989.37 Lakhs (Previous year Rs,13,735.72 Lakhs) on a standalone basis. During the same period, the Company has achieved Total revenue of Rs,434,898.10 Lakhs (Previous year Rs,277,210.07) and net profit of Rs,19,664.62 Lakhs (Previous year Rs,8117.67 Lakhs) on a consolidated basis.

Construction Business

In road construction business, the Company mainly design, construct and maintain roads and highways on an EPC basis with third party and EPC Contracts awarded to us through its subsidiary companies. Revenue from this business has grown at a compounded growth rate of 32.82% from Rs,1184.35 Crore for Financial Year 2012 to Rs,3685.76 Crore for Financial Year 2016.

In irrigation business, the Company undertake to build canals and dams. The Company entered into this business in fiscal 2014 to take advantage of the increasing opportunities in this area. The Company recognized revenue of Rs,100.23 Crore from this business for Financial Year 2015-2016. As of March 31st 2016, the Company were undertaking three EPC irrigation projects in Madhya Pradesh.

In our urban development business, we undertake redevelopment and re-densification of government housing and build residential units under affordable housing schemes and other structures in group water supply schemes relating to irrigation or water supply for agricultural purposes. We entered into this business in Financial Year 2013 and we have recognized revenue of ^126.01 Crore and Rs,155.76 Crore from this business for Financial Years 2015-2016. As of March 31, 2016, and its undertaking two EPC urban development projects in Madhya Pradesh.

Infrastructure Development Business

In our infrastructure development business, we develop and maintain roads and highways on a BOT basis. As of March 31 st, 2016; we had completed 12 projects totaling 1,638.49 lane kms in the States of Gujarat and Madhya Pradesh in India. In respect of our completed projects, we operate one BOT project purely on a toll basis where the only source of revenue is the toll we charge vehicles for using the road, three BOT projects on annuity basis where the only source of revenue is the fixed amount that the relevant government agency pays us for building and maintaining the roads on an annual basis, and the remaining eight projects on annuity plus toll basis, where we are entitled to both a fixed amount to be received annually in addition to the toll that we charge, with their respective concession periods ranging from 14 to 25 years. Due to the annuity component in our operational BOT projects, income is assured to the extent of the annuities to be collected during a year under the relevant concessions, thus reducing the risk of income fluctuations resulting from traffic pattern changes.

We currently undertake BOT projects opportunistically, considering factors such as their proximity to clusters where we are executing other projects to maximize efficiency of execution and profitability, and the potential cash flow from such projects after they become operational. Given our strategy and focus on providing EPC services, we may also evaluate opportunities to divest, either wholly or partially, our operational BOT assets, thereby freeing up capital invested in these projects for re-deployment elsewhere.

Our total revenue was Rs,2768.51 Crore and Rs,4348.98 Crore for fiscals 2015 and 2016, respectively, and our profit after tax for the year was Rs,87.66 Crore and Rs,196.65 Crore, respectively.

9. Change in the nature of business, if any

There is no change in the nature of business of the Company during the year under review.

10. Material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no Material changes and commitments in the business operations of the Company from the financial year ended March 31,2016 to the date of signing of the Boards Report.

11. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

12. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

As per Section 134 of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts), Rules, 2014the Company has internal control systems which are commensurate with the nature of its business and the size and complexity of its operations.

1. The Company has appointed Internal Auditors to observe the Internal Control system.

2. The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Whistle Blower Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

13. Performance and financial position of each of the subsidiaries included in the consolidated financial statement.

As on 31st March, 2016, the Company had 18 Indian subsidiaries. There has been no change in the nature of business activities of any the subsidiaries but there is an increment in number of subsidiaries i.e. 6(Six) more Special Purpose Vehicles have been incorporated during the year under review in which your company has 100% stake.

And DBL Pari Bazaar Infra Project Limited had not commenced any business since its incorporation then finally it has been struck-off from the register of the Companies w.e.f. 27th October, 2015.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Boards Report. As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies is prepared in Form AOC-1 and same is enclosed to Board Report as Annexure -1.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Boards'' Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.dilipbuildcon.co.in Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.dilipbuildcon.co.in. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

Details of Subsidiary/Joint Ventures/Associate Companies Our Company has the following subsidiaries:

/. DBL Ashoknagar-Vidisha Tollways Limited (âDAVTL")

DAVTL is involved in the business of development, operation and maintenance of the two laning with paved shoulder of Ashoknagar-Vidisha road project on BOT (toll plus annuity) basis in the state of Madhya Pradesh.

During the period under review, the Company has achieved revenue of Rs, 1447.42 Lakhs and net profit after-tax of Rs,41.11 Lakhs.

//. DBL Bankhlafata - Dogawa Tollways Limited (âDBDTL")

DBDTL is involved in development of Bankhlafata-Dogawa-via-Borawa-Sarvardevala road, Punasa-Mundi-Singhaji (Thermal Power Plant) road, Singhaji Bridge Approach road and Mundi-Devala-Khutala-Atoot NVDA road, on DBFOT (annuity) basis in the state of Madhya Pradesh.

During the period under review, the Company has achieved revenue of Rs, 1980.00 Lakhs and net profit/loss after tax ofRs, (28.86) Lakhs

Hi. DBL Betul - Sami Tollways Limited ("DBSTL")

DBSTL is involved in the business of developing Betul-Sarni-Tikadhana-Junnardeo-Parasia Road being developed by MPRDC on BOT (toll plus annuity) basis in the state of Madhya Pradesh.

During the period under review, the Company has achieved revenue of Rs, 7317.95 Lakhs and net profit/loss after tax ofRs, (770.24) Lakhs.

iv. DBL Jaora - Sailana Tollways Limited ("DJSTL")

DJSTL is involved in development of Jaora-Piploda-Jalandharkheda&Piploda-Sailana Road, Raipuriya-Petlabad-Bamania road, Jawad road to Khoh Road and Soyat-Pidawa Road on BOT (annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Total revenue of Rs, 2413.28 Lakhs and net profit/loss aftertax of Rs, (63.44) Lakhs.

v. DBL Mundi - Sanawad Tollways Limited ("DMSTL")

DMSTL is involved in the development (two-laning) of Mundi-Punasa-Sulgaon-Sanawad Road (major district road) on BOT (toll plus annuity) basis in the state of Madhya Pradesh.

During the period under review, the Company has achieved Total Revenue of Rs, 1817.91 and net profit/loss aftertax of Rs, (396.99)

vi. DBL Nadiad Modasa Tollways Limited ("DNMTL")

DNMTL is involved in developing a part of the existing Nadiad to Modasa Road (SH-59) to two lanes (with paved shoulder) highway in the state of Gujarat.

During the period under review, the Company has achieved Total revenue of Rs, 3512.67 and net profit/loss aftertax of Rs, (20.34)

vii. DBL Sardarpur - Badnawar Tollways Limited (âDSBTL")

DSBTL is involved in the development of Sardarpur Badnawar Road on a DBFOT (toll plus annuity) basis in the state of Madhya Pradesh.

During the period under review, the Company has achieved total revenue of Rs, 1090.60 Lakhs and net profit/(loss) aftertax of Rs, (195.57) Lakhs.

viii. DBL Silwani - Sultanganj Tollways Limited ("DSSTL")

ix. DBL Sitamau- Suwasara Tollways Limited ("DBLSSTL")

DBLSSTL is involved in the development (two-laning) of Sitamau-Basai-Suwasara Road (major district road) on BOT (toll plus annuity) basis in the state of Madhya Pradesh.

During the period under review, the Company has achieved Total revenue of Rs, 946.39 Lakhs and net profit/(loss) aftertax of Rs, (23.69).

x. DBL Tikamgarh - Nowgaon Tollways Limited (âDTNTL")

During the period under review, the Company has achieved Total revenue of Rs, 4282.39 and net profit/loss aftertax ofRs, (275.42).

xi. DBL Uchera - Nagod Tollways Limited ("DUNTL")

DUNTL is involved in the business of development of Uchera-Nagod-Singhpur-Kalinjher road on BOT (toll plus annuity) basis in the state of Madhya Pradesh.

During the period under review, the Company has achieved revenue of Rs, 1852.15 Lakhs and net profit/loss aftertax ofRs, (85.76) Lakhs.

xii. Suryavanshi Infrastructure Private Limited ("SIPL")

During the period under review, the Company has achieved total revenue ofRs, 363.74 Lakhs and net profit/loss aftertax of Rs, (151.95) Lakhs.

xiii. DBL Hata-Dargawon Tollways Limited ("DHDTL")

DHDTL is a public limited company as special purpose vehicle incorporated on 3rd August, 2015 for the purpose of project "Regarding, Strengthening Widening, Maintaining & Operating of Hata-Fatehpur-Raipura-Silapuri-Baina-Dargaown (SH-48) Road on BOT(TollplusAnnuity) Basis. The Company is yet to commence its business. Hence there is no revenue and profit generated during the period under review. However the Company incurred Loss of Rs. 0.46 Lakhs during the period under review.

xiv. DBL Patan-Rehli Tollways Limited ("DPRTL")

DPRTLis a public limited company as special purpose vehicle incorporated on 6th August, 2015 for the purpose of project "Development of Patan-Tendukheda-Rehli (SH-15) Road on BOT (Toll Annuity) Basis.

The Company is yet to commence its business. Hence there is no revenue and profit generated during the period under review. However the Company incurred Loss of Rs. 0.46 Lakhs during the period under review.

xv. Jalpa Devi Tollways Limited ("JDTL")

JDTL is a public limited company as special purpose vehicle incorporated on 6th August, 2015 for the purpose of project "Four Laning of Guna-Biaora section of NH-3 from Km 332.100 to Km 426.100 in the State of Madhya Pradesh under NHDP Phase-IVto be executed in BOT (Toll) Mode on DBFOT basis.

xvi. DBL Mundargi Harapanahall Tollways Limited ("DMHTL")

DMHTL is a public limited company as special purpose vehicle incorporated on 16th October, 2015 forthe purpose of project "Design, Build, Finance, Operate, Maintain and Transfer (DBFOMT) of Existing State Highway Mundargi-Hadagali-Harapanahalli in the State of Karnataka on DBFOMT Annuity Basis (WCP6)".

The Company is yet to commence its business. Hence there is no revenue and profit generated during the period under review. However the Company incurred Loss of Rs. 0.47 Lakhs during the period under review.

xv//. DBL Hassan Periyapatna Tollways Limited (âDHPTL")

DHPTL is a public limited company as special purpose vehicle incorporated on 21 st October, 2015 for the purpose of project "Design, Build, Finance, Operate, Maintain and Transfer (DBFOMT) of Existing State Highway Hassan-Ramanathapura-Periyapatna in the State of Karnataka on DBFOMT Annuity Basis (WCP-3)".

xv///. DBL Hirekerur Ranibennur Tollways Limited ("DHRTL")

DHPTL is a public limited company as special purpose vehicle incorporated on 23rd October, 2015 for the purpose of project "Design, Build, Finance, Operate, Maintain and Transfer (DBFOMT) of Existing State Highway Hirekerur-Ranibennur in the State of Karnataka on DBFOMT Annuity Basis (WCP-5)".

The Company is yet to commence its business. Hence there is no revenue and profit generated

during the period under review. However the Company incurred Loss of Rs. 0.48 Lakhs during the period under review.

14. Deposits

The details relating to deposits, covered under Chapter V of the Act,-

(a) accepted during the year: Nil

(b) remained unpaid or unclaimed as at the end of the year: Nil

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: Nil

Details of deposits which are not in compliance with the requirements of Chapter V of the Act:

The Company has not accepted any deposit which are not in compliance of the Companies Acceptance of Deposits) Rules 2014 during the year.

15. Auditors and Auditor''s Report Statutory Auditors:

M/s Naresh Rajani & Co., Chartered Accountants, Bhopal, (F.R.No 008422C) and M/s Mukund M. Chitale& Co. ("MMC") Chartered Accountants, Mumbai (F.R.No 106655W) were re-appointed on 25th September, 2014as the Joint Statutory Auditors for a term of 3 years and 5 years respectively, subject to the ratification of shareholders at every Annual General Meeting of the Company, on such remuneration as may be determined by the Board, Their appointment for the financial year 2016-17 is subject to ratification in the ensuing Annual General Meeting. The Company has obtained a certificate for their independence and eligibility for their appointment as Auditors, and the same are within the limits as specified in section 141 of the Companies Act, 2013.

The Auditors'' Report for the financial year 2015-16 does not contain any qualification, reservation or adverse remark. The Auditors without qualifying their opinion draws attention to the following Emphasis of Matter:-

Note 44 (Standalone financial statements) and Note 46 (consolidated financial statements) to the Financial Statements in respect of application made to Settlement Commission and the liability for tax/interest thereon made in the books of accounts based on the application made with the Settlement Commission.

Board Explanation to the Emphasis of Matter:-

An income tax search was conducted on company dated 19th to 21 st June, 2012. After that the Company have received the questionnaire under sec 142(1) of Income Tax act and have duly replied on all the subject matter.

Further for curtail down the duration of assessment and buying peace from local Income Tax department, the Company have filed the application to Honorable Income Tax Settlement Commission after depositing Rs.71.00 Million of tax in the month of March, 2015. In response to application, The Honorable Income Tax Settlement Commission admitted the application u/s 245D(1) of the Income Tax Act on dated 13.05.2015. The case is now being pending with Honorable commission.

Cost Auditors:

The Board has appointed M/s.Yogesh Chourasia &Associates, Cost Accountants (Firm Regd No. 000271), as Cost Auditors of the Company for conducting the cost audit of the Company for the financial year 2015-16. The Company has already filed the Cost Audit Report for the year 2014-15 with the Central Govt.

Secretarial Auditors:

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed M/s Piyush Bindal& Associates, Practicing Company Secretary (C.P No: 7442) as Secretarial Auditor to conduct Secretarial audit of the company for the financial year ended on March 31,2016.

Secretarial Audit Report issued by Mr. Piyush Bindal, Practicing Company Secretary in form MR-3 is enclosed to this Boards Report as Annexure-2, which is self-explanatory and do not call for any further explanation of the Board.

Internal Auditors:

As per the provisions of Section 138 of the Companies Act, 2013, the Board of Directors has appointed M/s AN Jain &Sharma, as Internal Auditor to conduct Internal audit of the company for the financial year ended on March 31,2016.

16. Share Capital

A) Issue of equity shares with differential rights

As per rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares with differential rights.

B) Issue of sweat equity shares

As per rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued Sweat equity shares.

C) Issue of employee stock options

As per rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares under the scheme of employee stock option.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

As per rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them.

17. Extract of the Annual return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed to this Report as Annexure-3.

18. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars as required to furnish for the year 2015-16 are under:

Sr. No.	Particulars	Comments
A.	Conservation of energy
I)	the steps taken or impact on conservation of energy;	In view of business activities no substantial steps are required to be taken by the Company
ii)	the steps taken by the company for utilizing alternate sources of energy; Prior Period Items	As above
iii)	the capital investment on energy conservation equipment''s	Nil
B.	Technology absorption
I)	The efforts made towards technology absorption	No applicable as the traditional technology being used.
ii)	The benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
	a) The details of technology imported	Nil
	b) The year of import	N.A.
	c) Whether the technology been fully absorbed	N.A.
	d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	N.A.
iv)	The expenditure incurred on Research and Development	Nil
C.	Foreign exchange earnings and Outgo	Inflow	Out Flow (In Lakhs)
	The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	Nil	91.48

19. Human Resources Development

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. DBLs people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year.

Company''s Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

20. Directors:

A) Changes in Directors and Key Managerial Personnel

There is no change in the Composition of the Board of Directors and Key Managerial Personnel during the period under review.

B) Declaration by an Independent Director(s)

The Company has received necessary declaration from all the four Independent Directors to the effect that they meet the criteria of independence as provided under Section 149(6) of the Act.

In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made there under for the appointment as Independent Directors and are independent of the management.

C) Mechanism for Evaluation of Board, Committees and Individual Directors

A per Section 134(3) read with Rule 8(4) of the Companies (Accounts) Rules, 2014, The evaluation is done by the Independent Directors of the Board for the performance of the executive directors and other key employees with specific focus on the performance and effective functioning of the Board and Individual Directors and for the aforesaid purpose Independent Directors conducted their separate meeting dated 01.02.2016.

Criteria for evaluation of Board and Committees as a whole

i. The frequency of meetings;

ii. The length of meetings;

iii. The administration of meeting;

iv. The number of committees and their roles;

v. The flow of information to board members and between board members;

vi. The quality and quantity of information; and

vii. The Disclosure of Information to the stakeholders.

Criteria for evaluation of the Individual Directors

i. Ability to contribute and monitor corporate governance practices;

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Participation in long term strategic planning;

iv. Commitment to the fulfillment director obligations and fiduciary responsibilities;

v. Guiding strategy;

vi. Monitoring management performance and development;

vii. Statutory compliance & corporate governance;

viii. Attendance and contribution at Board /Committee meetings;

ix. Time spent by each of the member; and

x. Core competencies.

21. Number of meetings of the Board of Directors

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their program. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting. The maximum interval between any two meetings did not exceed 120 days.

During the financial year 2015-16,18 (Eighteen) Board meetings were held.

The Board has complete access to any information within the Company, The Company has provided inter alia following information''s and discussed the matters:

- Financial results for the Company, its subsidiary companies and its associate;

- Minutes of meeting of the Board Committees, resolutions passed by circulations and minutes of the meeting of the Board of Subsidiary Companies;

- Periodic compliance reports which includes non-compliance, if any,

- Disclosure received from Directors;

- Related party transactions;

- Regular business updates;

- Report on action taken on last Board Meeting decisions;

22. Audit Committee

The Audit Committee was re-constituted w.e.f. January 23,2015, as under:

S. No.	Name	Designation
1.	Mr. Satish Chandra Pandey	Chairman - Independent Director
2.	Mr. Ashwini Verma	Member - Independent Director
3.	Mr. Aditya Vijay Singh	Member - Independent Director
4.	Mr. Amogh Kumar Gupta	Member - Independent Director
5.	Mr. Dilip Suryavanshi	Member - Managing Director
6.	Mr. Devendra Jain	Member - Wholetime Director
7.	Mr. Abhishek Shrivastava	Secretary - Company Secretary

And there were 4 (four) committee meetings held during the period under review.

The Audit Committee shall act in accordance with the terms of reference to be specified in Section 177 of the Companies Act, 2013, inter-alia, including the following matters:

(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

(ii) review and monitor the auditor''s independence and performance and effectiveness of audit process;

(iv) approval or any subsequent modification of transactions of the company with related parties;

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the Company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and related matters;

(ix) 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;

(x) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(xi) 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;

(xii) Reviewing with the management the quarterly financial statements before submission to the board for approval;

(xiii) Reviewing with the management the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue etc.), the statement of funds utilized for purposes other than those stated in the offer document / 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;

(xiv) Approval or any subsequent modification of transactions of the company with related parties;

(xv) Reviewing with the management performance of statutory and internal auditors and adequacy of the internal control systems;

(xvi) Reviewing the adequacy of internal audit functions, 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;

(xvii) Discussion with internal auditors of any significant findings and follow up there on;

(xviii) 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;

(xix) 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;

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

(xxi) To review the functioning of the Whistle Blower mechanism;

(xxii) 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 and background etc. of the candidate;

(xxiii) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee, shall mandatory review the following information:

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

2. Statement of significant related party transactions (as defined by the Audit Committee) submitted by management;

3. Management letters of internal control & weaknesses issued by the statutory auditors;

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

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

23. Details of establishment of vigil mechanism for directors and employees

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

24. Corporate Social Responsibility (CSR)

Corporate Social Responsibility is commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and Society.

The Board of Directors of the Company have constituted Corporate Social Responsibility Committee consisting of following persons namely

S. No.	Name	Designation
1.	Mr. Satish Chandra Pandey	Chairman - Independent Director
2.	Mr. Dilip Suryavanshi	Member - Managing director
3.	Mr. Devendra Jain	Member - Whole time Director
4.	Mr. Ashwini Verma	Member - Independent Director
5.	Mr. Amogh Kumar Gupta	Member - Independent Director
6.	Mr. Abhishek Shrivastava	Secretary - Company Secretary

Corporate Social Responsibility policy was adopted by the Board of Directors on the recommendation of Corporate Social Responsibility Committee.

And the committee members met two times dated 20.08.2015 and 16.03.2016. During the period under review forthe proper implementation of objective of Corporate Social Responsibility Policy.

Report on Corporate Social Responsibility as Per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is prepared and the same is enclosed to this Report as Annexure-4.

As per the Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsibility Policy is available on the website of the Company.

25. Stakeholder''s Relationship Committee

Stakeholder''s Relationship Committee was constituted by our Board on 23rd January 2015 in accordance with Section 178 of the Companies Act, 2013. The members of the Committee are as under:

S. No.	Name	Designation I
1.	Mr. Satish Chandra Pandey	Chairman - Independent Director
2.	Mr. Dilip Suryavanshi	Member - Managing Director
3.	Mr. Devendra Jain	Member - Whole time Director
4.	Mr. Ashwini Verma	Member - Independent Director
5.	Mr. Amogh Kumar Gupta	Member - Independent Director
6.	Mr. Abhishek Shrivastava	Secretary - Company Secretary

The terms of reference of the Stakeholders Relationship Committee of the Company include the following:

1. Redressal of shareholders''/investors'' grievances;

2. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

3. Issue of duplicate certificates and new certificates on split/ consolidation/ renewal;

4. Non-receipt of declared dividends, balance sheets of the Company or any other documents or information to be sent by the Company to its shareholders; and

5. Carrying out any other function as prescribed under the Equity Listing Agreement.

26. Nomination and Remuneration Committee

The Remuneration Committee was re-constituted and re-designated as Nomination and Remuneration Committee w.e.f. January 23,2015, as per Section 178 of the Companies Act, 2013.

The Members of Nomination and Remuneration Committee are as under:

S. No.	Name	Designation 1
1.	Mr. Satish Chandra Pandey	Chairman - Independent Director
2.	Mr. Ashwini Verma	Member - Independent Director
3.	Mr. Amogh Kumar Gupta	Member - Independent Director
4.	Mr. Abhishek Shrivastava	Secretary - Company Secretary

And there were 2 (Two) committee meetings held during the period under review.

Brief description of terms of reference:

- 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 for their appointment and removal;

- carry on the evaluation of every director''s performance;

- formulation of the criteria for determining qualifications, positive attributes and independence of a director;

- recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

- formulation of criteria for evaluation of Independent Directors and the Board;

- devising a policy on Board diversity; and

- any other matter as the Board may decide from time to time.

Company''s policy on remuneration of Directors, KMPs and other employees:

27. Risk Management Committee

Risk Management Committee consists of the following persons namely:

S. No.	Name	Designation
1.	Mr. Dilip Suryavanshi	Chairman - Managing Director
2.	Mr. Devendra Jain	Member - Whole time Director
3.	Mr. Ashwini Verma	Member - Independent Director
4.	Mr. Amogh Kumar Gupta	Member - Independent Director
5.	Mr. Abhishek Shrivastava	Secretary - Company Secretary

The Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. And the committee members met once dated 25.01.2016 during the period under review for the proper implementation of objective of Risk Management Policy.

28. Particulars of loans, guarantees or investments under section 186

Since the Company is an Infrastructure Company, pursuant to the provisions of Section 186(11) of the Companies Act, 2013, except Section 186(1), nothing contained in section 186 of the Companies Act, 2013 shall apply to a loan made; guarantee given or security provided by a company engaged in the business of providing infrastructure facilities. So Company is not required to keep register as mention in section 186(3) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

29. Particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188:

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed to the Board''s report as annexure -6.

30. Particulars of employees

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs, 60 lakh or more, or employed for part of the year and in receipt of Rs, 5.00 lakh or more a month, as per provisions of sec 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as to the Board''s report as annexure -7.

31. Directors'' Responsibility Statement

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) the directors had 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) There is no fraud which are reportable by the Auditors to the Central Government, and which needs to be disclosed in the Board report during the year under review.

(e) the directors had prepared the annual accounts for the Financial Year ended March 31, 2015 on a going concern basis; and

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

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year ended March 31,2016, the Company has not received any Complaints pertaining to Sexual Harassment.

33. Acknowledgements

The Board acknowledges with appreciation the efforts put in by its employees during the year under review. The Company is grateful to its customers, shareholders, suppliers, financial institutions, bankers, Central and State Governments for their constant support to the Company. The Directors also place on record their deep appreciation of the contribution made by employees at all levels the consistent growth of the Company was made possible by their hard work, loyalty, dedication, co-ordination and support.

SD/- SD/-

Place: Bhopal

Dilip Suryavanshi Devendra Jain

Date: 23.06.2016

Managing Director Whole-time Director & CEO

DIN: 00039944 DIN:02374610

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