dilip buildcon ltd Directors report

To,

The Members,

Dilip Buildcon Limited

Your directors have pleasure in presenting their 17^th 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
	Year ended March 31,2023	Year ended March 31,2022	Year ended March 31,2023	Year ended 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:
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
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
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 well-being of employees continues to be a top priority for the Company, with several initiatives to support employees and their families during the pandemic. The Company has invested in setting up Covid Care Centers at various project locations and has also extended counseling and self-help services providing mental & emotional support to employees.

Financial Performance

At Standalone Level, the Revenue from Operations amounted to Rs. 10,11,952.84 Lakhs as against Rs. 9,00,614.76 Lakhs in the previous year. The Profit before Tax amounted to Rs. 27,973.59 Lakhs as against Loss before Tax to Rs. 14,894.47 Lakhs in the previous year. The Net Profit for the year amounted to Rs. 22,177.51 Lakhs as against Net Loss amounted to Rs. 8597.36 Lakhs reported in the previous year.

The Consolidated Revenue from Operations amounted to Rs. 10,64,364.45 Lakhs as against Rs. 9,56,642.91 Lakhs in the previous year. The Consolidated Profit before Tax amounted to Rs 10,342.24 Lakhs as against Consolidated Loss before Tax amounted to Rs. 70,352.56 Lakhs in the previous year. The Consolidated Net Loss after Tax amounted to Rs. 139.24 Lakhs as against Consolidated Net Loss after Tax amounted to Rs. 54,967.59 Lakhs in previous year.

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 Companys performance, your directors have recommended a dividend of Rs. 0.10/- (Ten Paise) i.e.1% per equity share of Face Value of Rs. 10.00 (Rupees Ten only) each (previous year 0.10/- per equity share i.e.1% per equity share of Face Value of Rs. 10/- each) for the financial year 2022-23 subject to theTDS as may be applicable. The dividend payment is subject to the approval of members at the ensuing Annual General Meeting and will be paid to those members whose names appear in the Companys Register of Members and beneficial owners as per the details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on the date of book closure date and shall be paid within the period of 30 days from the date of declaration at the 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 Company is required to deduct tax at source (TDS) from dividend paid to 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, 2023 to Monday, September 18, 2023 (both day Inclusive) for the purpose of ascertainment for eligibility for participation in 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, calculated as on 31st March of every financial year are 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. The Board has approved and adopted the Dividend Distribution Policy and the same is available on the Companys website at following web link https://www.dilipbuildcon.com/wps/wcm/ connect/982dc3b1-0df8-4c49-93fe-7988d2dc5b00/3.+Dividend+Distribution+policy.pdf Rs.MOD=AJPERES&CONVERT_ TO=url&CACHEID=ROOTWORKSPACE-982dc3b1-Odf8-4c49- 93fe-7988d2dc5b00-o81yGrN.The dividend pay-out is in accordance with the Companys Dividend Distribution Policy.

Business Operations:

Overview

DBL is a large road construction company with capabilities in roads, bridges, mining excavation, dams, canals, metro rail viaducts, airports, industrial, commercial, and residential buildings, with a presence in 19 states and 1 union territory in India. As on March 31,2023, DBLhad completed the construction of 155 projects across16 states in India, out ofwhich 145 are road projects with an aggregate length of approximately 21,520.56 Lane kms. DBLs achievements are attributable to a combination of factors, including our ability to successfully execute our EPC projects earlier than scheduled. DBLs focus on geographically clustering of projects for efficiency and profitability, substantial investment in, and efficient use of construction equipment bank, and backward integration through in-house production of structural parts used in projects.

DBL specializes in constructing state and National Flighways, city roads, culverts, and bridges. As a result of the natural growth of road construction business and rising opportunities in new business areas, DBL has expanded into irrigation, mining excavation, airports, and metro rail viaduct businesses. DBLs 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, 2023, DBL had an order book of Rs. 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 rail 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 some of the worlds 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 OYand Casagrande S PA. DBL is one of the largest employers in construction industry in India 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 of Rs. 7,11,228 Lakhs and Rs. 7,22,309 Lakhs in the financial year 2022-23 and 2021-22 respectively. As of March 31, 2023, DBL has completed 145 road and bridge projects in 16 states. As of March 31,2023, DBL has a total of 25 ongoing road and bridge projects in 10 Indian states and order book for these road and bridge projects amounted to Rs. 10,82,553 Lakhs, accounting for 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 and earthwork and existing equipment, which DBL handled in roads and bridges construction business. As of March 31, 2023, DBL has completed 4 mining excavation project and has 4 ongoing mining excavation projects. Order book for these mining excavation projects amounted to Rs. 4,49,050 Lakhs, accounting for 17.68% of total order book, as of March 31, 2023. DBLs revenue from the mining excavation business amounted to Rs. 61,276 Lakhs in the financial year 2021-22 as against Rs. 61,243 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 of elevated viaducts for metro rail projects. As of March 31, 2023, 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 Rs. 1,47,905 Lakhs, 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 ongoing 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 of Rs. 47,864 Lakhs and Rs. 36,302 Lakhs from the Metros & Airport business for the financial years 2022-23 and 2021-22 respectively.

Irrigation:

In irrigation business, DBL undertakes the design and construction of canals, tunnels and dams for agricultural irrigation purposes.

DBLdiversified 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, 2023, DBL has completed 3 EPC irrigation projects and has 3 ongoing EPC irrigation projects. Order book for the irrigation projects amounted to Rs. 3,58,801 Lakhs, accounting for 14.13% of total order book, as of March 31, 2023. DBLs revenue from the irrigation business has grown significantly by 0.20x from Rs. 67,289 Lakhs in the financial year 2021-22 to Rs. 80,929 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 and construction of elevated viaducts for Water Supply projects. As of March 31, 2023, DBL has 2 ongoing Water Supply projects in Madhya Pradesh. Order book for these Water Supply viaduct projects amounted to Rs. 3,09,729 Lakhs, accounting for 12.20% 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 of elevated viaducts forTunnel projects. As of March 31,2023, DBL has 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 Rs. 1,91,460 Lakhs, accounting for 7.54% of total order book, as 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 operations of BOT projects. As of March 31, 2023, DBL had completed 35 projects to totalling 7356.49 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 G0I 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, 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 include projects undertaken on hybrid annuity basis, toll basis, annuity basis and annuity plus toll basis. The 19 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 Entity" and collectively, the "Shrem Entities").

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 nfrastructure III PTE Limited (Cube).

The Company along with its wholly owned subsidiary "DBL Infra Assets Private Limited" ("DIAPL") have executed a non-binding term sheet, with “Shrem InvlT" (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 promoters unsecured loan in respect of 10 subsidiary companies (Hybrid Annuity Model ("HAM") projects).

Divestment to Shrem Entities

As per DBLs strategy and focus on providing EPC services, DBL has taken steps to free up capital invested in the Divestment Projects for re-deployment elsewhere. DBL has entered into 24 separate tripartite share acquisition cum shareholders agreements with Shrem Roadways Private Limited, Shrem Tollway Private Limited and Shrem Infraventure Private Limited, as applicable, each dated March 26, 2018 pursuant to which 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 relevant Shrem Entities (the "Divestment"). The Company had completed the transfer of shares in 24 subsidiary companies in accordance with the share acquisition cum shareholders agreement (SHA) 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 DBLagreed to transfer its entire equity shareholding in 5 of the under construction BOT project SPVs (the "Divestment"). The DBLs equity shareholding will be transferred upon completion of conditions contained in the agreements. However, out of the said 5 subsidiary companies, the contract in respect of 2 subsidiary companies has been mutually terminated via termination agreement 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 transferred its balance 51% equity stake (in addition to 49% equity stake transferred on 31 December 2021) in 1 subsidiary company and had earned profit of Rs. 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 stake (in addition to 49% equity stake transferred on 31 December 2021) in 2 subsidiary companies and has earned profit of Rs. 4,251.42 lakhs and disclosed as part ofexceptional 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 part of exceptional item in the statement of Profit and Loss in the relevant quarter.

Divestment to Shrem InvlT

The Company along with its wholly owned subsidiary company "DBL Infra Assets Private Limited" ("DIAPL") have executed a non-binding term sheet, with “Shrem InvlT" (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 promoters unsecured loan in respect of 10 subsidiary companies (Hybrid Annuity Model ("HAM") projects) at expected consideration of Rs. 2,34,900.00 lakhs. Equity transfer to Shrem InvlT shall be completed in a progressive manner after the completion of the projects, subject to receipt of approvals from the respective project lenders and National Highways Authority of India. The consideration will be received in form of units of 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, DBL Sangli Borgaon Highways Limited and DBLGorhar Khairatunda Highways Private Limited was transferred to Shrem InvlT against which 2,07,20,184 Units at a price of Rs. 101.31 per unit in aggregate value of Rs. 20,991.62 lakhs and bank transfer of Rs. 4,615.07 lakhs were received as a consideration towards sale of equity shares and the Promoters unsecured loans were fully received in form of bank transfer. The Company has earned profit of Rs. 4,668.00 lakhs and disclosed as a part ofexceptional 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 Limited and the Promoters unsecured loans of Rs. 27,443.00 lakhs in

Bangalore Nidagatta Highwags Private Limited and DBL Rewa Siddhi Highways Private Limited was transferred to Shrem InvIT against which 3,06,01,710 cumutative Units at a price of Rs. 104.70 per unit in aggregate value of Rs. 32,039.99 lakhs and bank transfer of Rs. 2,482.07 lakhs were received as a consideration towards sale of equity shares. The Company has earned profit of Rs. 2,015.05 lakhs and disclosed as a part of exceptional item 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 Equity Share Capital of DBL Bellary Byrapura Highways Private Limited and DBL GorharKhairatunda Highways Private Limited was transferred to Shrem InvIT against which 48,28,702 Units at a price of Rs. 101.31 per unit in aggregate value of Rs. 4,891.96 Lakhs were received as a consideration towards sale of equity shares and the Promoters unsecured loans were fully received from respective companies by way of bank transfer. The Company has earned profit of Rs. 407.48 lakhs and disclosed as a part of 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 DBL Byrapura Challakere Highways Pvt Ltd and 49% equity share capital of DBL Rewa Sidhi Highways Pvt Ltd was transferred to Shrem InvIT against which 2,75,72,440 cumulative units at a price of Rs. 104.70 were received as a consideration towards sale of equity shares and the Promoters unsecured loans of Rs. 11,654.06 lakhs in these companies were fully received from respective companies in the form of bank transfer.The Company has earned profit of Rs. 3180.46 lakhs and disclosed as a part of exceptional item in the statement of Profit and Loss for the quarter ended 31 March 2023.

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

Our Order Book:

Our total order book was Rs. 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 ordervalue ( Rs. in Lakhs)	% of outstanding ordervalue
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%

State	No. of Projects	Outstanding ordervalue ( Rs. in Lakhs)	% of outstanding ordervalue
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, 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

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 provisions of section 186 are 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. 3,4 and 47 to the Standalone Financial Statements.

Consolidated Financial Statements

The Audited Consolidated Financial Statements for the Financial Year ended March 31, 2023, 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/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 CAPITALAND 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 the Company. The paid-up equity Share capital of the Company stands at Rs. 1,46,21,49,710/- (One Flundred 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 Rs. 10/- each.

Further, during the period under review, there has been no change in the Authorized Share Capital of the Company which stand at Rs. 1,80,00,00,000/- (Rupees One Hundred Eighty Crores only) divided into 180000000 (Eighteen Crores) equity shares of Rs. 10/- (RupeesTen only) each.

(b) Status of Shares in D-mat Form

As the members are aware, the Companys shares are compulsorily tradable in electronic form. As on March 31, 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	17453920	11.94
2 Held in dematerialised form in NSDL	128760951	88.06
3. Physical	100	0.00
Total	146214971	100.00

(i) Your Company has issued and allotted 6000 non- convertible debentures on December 28, 2017 on a private placement basis, 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 Flundred Crores only) 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. The Company has redeemed 4500 NCDs having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each at par aggregating of Rs. 450,00,00,000/- (Rupees Four Hundred Fifty Crores only) till March 31, 2022 and thereafter, your Company has redeemed the remaining 1500 NCD shaving face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each at par aggregating of Rs. 150,00,00,000/- (Rupees One Hundred Fifty Crores only).

The details of redemption of debentures are as under:

( Rs. in Crores)

s. No Date of Redemption	No. of redeemed debentures (in Qty.)	Amount
1 28-06-2022	500	50.00
2 28-09-2022	500	50.00
3 28-12-2022	500	50.00
Total	1500	150.00

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 dematerialized form on a private placement basis, having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each at par aggregating to Rs. 1,00,00,00,000/- (Rupees One Hundred Crores only) bearing a coupon rate of 8.75% p.a. annualized.The said debentures have been issued for maximum tenure of 3 years (36 Months). The Company has appointed PNB Investment Services Limited as the debenture trustee for the benefit of the debenture holders and up to the date of this report your Company has redeemed entire debentures of this issue.

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

( Rs. in Crores)

s. No Date of Redemption	No. of redeemed debentures (in Qty.)	Amount
1 29-11-2022	500	50.00
2 29-05-2023	500	50.00
Total	1000	100.00

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

(i) Your Company has issued and allotted 2000 senior, secured, listed, rated, redeemable non-convertible debentures (NCDs) on June 29, 2020 in dematerialized form on a private placement basis, having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each at par aggregating to Rs. 2,00,00,00,000/- (Rupees Two Hundred Crores only) bearing a coupon rate of 8.67% p.a. in dematerialized form on a private placement basis. The said debentures have been issued for maximum tenure of 3 years (36 Months). The Company has appointed PNB Investment Services Limited as the debenture trustee for the benefit of the debenture holders. Till March 31, 2022, the Company has redeemed 900 NCDs having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each at par aggregating to Rs. 90,00,00,000/- (Rupees Ninety Crores only) and up to the date of this report your Company has redeemed entire debentures of this issue.

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

( Rs. in Crores)

s. NO Date of Redemption	No. of Redeemed Debentures	Amount
1 29-07-2022	300	30.00
2 29-01-2023	300	30.00
3 29-06-2023	500	50.00
Total	1100	110.00

As on the date of the report, your Company has completed the redemption of 2000 senior, secured, listed, rated, redeemable non-convertible debentures having face value of Rs. 10,00,000/- (RupeesTen Lakhs only) each at paraggregating to Rs. 200,00,00,000/- (RupeesTwo Hundred Crores only).

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

General Disclosures

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 Companys 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. There is no Corporate Insolvency Resolution Process initiated by and against the Company under the Insolvency

and Bankruptcy Code, 2016 (IBC).

11. There is no one time settlement of Loans taken from banks and financial Institution.

12. The details with respect to unpaid dividend for the financial year 2016-17, 2017-18, 2018-19, 2019-20, 2020-21 and 2021-22 can be accessed at https://www.dilipbuildcon. 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 redemption of debentures at the minimum rate of 25% of the value of the outstanding debentures. The value of outstanding debenture being Rs 100.00 Crores at year ending March 31, 2023, the debenture redemption reserve of Rs. 150 crores had been created and the equivalent amount had been transferred from Retained 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 SPVs. The Share acquisition cum shareholder agreements in respect of these 24 SPVs was entered into on March 26,2018. Further, the company is holding shares in the below said companies under class B category having non -voting rights. The details of the same are as under:

Sr. No Name of Companies	No. of shares held by DBL (Non-voting rights)	% of shares held by DBL
1 DBL Nadiad ModasaTollways Limited	1,00,67,973	26%
2 DBL Mundargi Harapanahalli Tollways Limited	37,124	26%
3 DBL Hassan Periyapatna Tollways Limited	30,647	26%
4 DBL Hirekerur Ranibennur Tollways Limited	42,104	26%

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-binding Term Sheet, with "Shrem InvlT "(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 Promoters Unsecured Loan in respect of ten subsidiaries (Hybrid Annuity Model ("HAM") projects for proposed consideration of Rs. 234900 lakhs. Equity transfer to Shrem InvlT shall be completed in a progressive manner after the completion of the projects, subject to receipt of approvals from the respective project lenders and NHAI. The consideration for the transfer of shares will be received in form of Units of the Invit/cash.

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

S. No Name of the Company	No. of Paid- up Shares	No. of shares Transferred to Shrem InVIT along with its 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 DBLSangli Borgaon Highways Limited	160923	160923	-	-	No more associated with the Company
5 DBLChandikhole Bhadrak Highways Limited	395331	193712	201619	51%	Subsidiary
6 DBL Byrapura Challakere Highways Private Limited	730062	730062	-	-	No more associated with the Company

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

DBL Infra Assets Private Limited is the whotty owned subsidiary of Ditip Buitdcon Limited.The status of the shareholding transferred during the yearas are as under:

s. No Name of the Company	Beginning of the year no. shares held of the Company	During the year shares allotted to the Company	During the year shares transferred to DIAPL	End of the year no. of shares held by the Company	% of shares held by the Company	Status of the Company as on March 31,2023
1 Narenpur Purnea Highways Private Limited.	74830	34400	12490	96740	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 the year to Cube	No. of shares held by DBL	% of shares held by DBL	Status of the Company as on 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 STATEMENTS 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, 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 Companys 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 companys 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 appointed independent audit firm as Internat Auditors to observe the nternal Control system.

The Board of Directors of the Company have adopted various poticies Like Retated Party Transactions PoLicy, VigiL Mechanism Poticy, PoLicy to determine Materiat Subsidiaries, Group Governance PoLicy and such other procedures for ensuring the orderty and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and compteteness of the accounting records, and the timety preparation of retiabte financiat information.

The Audit Committee of the Board of Directors activety reviews the adequacy and effectiveness of the internat controt 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 https://www.dilipbuildcon.com/wps/ wcm/connect/3eae83b3-55e1-4731-8281-bae21684d325/3. lnternal+Financial+Control+Policy.pdf Rs.MOD=AJPERES&CONVERT_ T0=url&CACHEID=R00TW0RKSPACE-3eae83b3-55e1-4731-8281- bae21684d325-oCmTxqq

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

(a) Subsidiary Companies

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

s. No Name of Subsidiary	Date of Incorporation	Status
1 Maradgi S Andola- Baswantpur 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 Companys website and at the weblink is https://www.dilipbuildcon. com/wps/wcm/connect/84c8f6b5-a7cc-4418-b705- ddb816eb4d 04/10.+Policy + for+Determining + Mate rial + Subsidiaries.pdf Rs.MOD=AJPERES&CONVERT_ T0=url&CACHEID=R00TW0RKSPACE-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.

(b) During the year under review, shares subscribed/acquired/transferred are as under:

S. No. Name of the Company	Type of shares	Opening Balance of shares held by DBL	No. of Shares allotted/ acquired during the year by DBL	No. of shares transfer by DBL	Closing balance of shares held 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 *DBLViluppuram 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 of shares held by DBL	No. of Shares allotted/ acquired during the year by DBL	No. of shares transfer by DBL	Closing balance of shares held by DBL
7 ‘NarenpurPurneaHighways Limited	Equity	74830	34400	12490	96740
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 Highways Limited-	Equity		1,00,000		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 nature 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 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 is prepared in FormAOC-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 following weblink https://www.dilipbuildcon.com/wps/portal/dbl/investors/reports.

Further, as per fourth proviso of the said section, Audited FinancialStatementsofeachoftheSubsidiary/Associate company(ies) have also been placed on the website of the Company at the following web link https://www.dilipbuildcon.com/wps/portal/ dbl/investors/reports.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 included in the consolidated financial statement

Details of Wholly Owned Subsidiaries

(i) DBL INFRADEVELOPERS PRIVATE LIMITED (DIPL)

DIPL was incorporated on October 20, 2020 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Naragan Singh Gate, Chuna Bhatti, KoLar Road, Bhopat 462 016, Madhga Pradesh. DIPL is involved in the business for"Carrging out the infrastructure related works." DIPL is wholly owned subsidiary of the Company.

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss afterTax of Rs. 0.85 Lakhs.

(ii) DBL POONDIYANKUPPAM HIGHWAYS LIMITED (DPHL)

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

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

(iii) DBL-SIARMALCOALMINES PRIVATE LIMITED (DSCMPL)

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

During the period under review, the Company has achieved revenue from operations of Rs. 740.40 Lakhs and has incurred Net Loss afterTax of Rs. 254.64 Lakhs.

(iv) BANGALORE MALUR HIGHWAYS LIMITED (BMHL)

BMHL was incorporated on March 22, 2021 under the Companies Act, 2013 having its registered office situated at

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

During the period under review, BMHL has achieved total revenue from operation of Rs. 31081.94 Lakhs and incurred Net Loss afterTax of Rs. 2501.00 Lakhs.

(v) MALUR BANGARPET HIGHWAYS LIMITED (MBHL)

MBHL was incorporated on March 23, 2021 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. MBHL is involved in the business of "4 Lane Expressway from km 26.400 to km 53.500 of Malur to Bangarpet Section of Bangalore Chennai Expressway on Hybrid Annuity Mode under Bharatmala Pariyojna in the state of Karnataka (Phase-I Package-ll)”. Malur Bangarpet Highways Limited has been converted from Private to Public and has received the conversion certificate from Registrar of Companies, Gwalior on March 24, 2022. MBHL is wholly owned subsidiary of the Company.

During the period under review, MBHL has achieved total revenue from operation of Rs. 34056.39 Lakhs and incurred Net Loss afterTax of Rs. 2686.66 Lakhs.

(vi) DBLVILUPPURAM HIGHWAYS LIMITED (DVHL)

DVHL was incorporated on April 01, 2021 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DVHLis involved in the business of"4 Laning ofViluppuram 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 in the state ofTamil Nadu and Union Territory of Puducherry". DBL Viluppuram Highways Limited has been converted from Private to Public and has received the conversion certificate from Registrar of Companies, Gwalior on March 24, 2022. DVHL is wholly owned subsidiary of the Company.

During the period under review, DVHL has achieved total revenue from operation of Rs. 37660.47 Lakhs and incurred Net Loss afterTax of Rs. 2238.97 Lakhs.

(vii) SANNUR BIKARNAKETTE HIGHWAYS LIMITED (SBHL)

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

During the period under review, SBHL has achieved total revenue from operation of Rs. 18773.76 Lakhs and incurred Net Loss afterTax of Rs. 669.51 Lakhs.

(viii) JALPADEVI ENGINEERING PRIVATE LIMITED (JDEPL)

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, equipment, tools etc.

During the period under review, the Company has achieved revenue from operations of Rs. 7462.45 Lakhs and has earned Net Profit after-Tax of Rs. 250.85 Lakhs.

(ix) DEEVIN SEISMIC SYSTEMS PRIVATE LIMITED (DSSPL)

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

The Company has achieved revenue from operations of Rs. 7560.48 Lakhs and has incurred Net Profit after-Tax of Rs. 156.48 Lakhs.

(x) BHOPAL REDEVELOPMENT REALTY PRIVATE LIMITED (BRRPL)

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

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Profit afterTax of Rs. 1.10 Lakhs.

(xi) DBL INFRA ASSETS PRIVATE LIMITED (DIAPL)

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

DIAPL has 7 Associate Companies i.e. DBL Nidagatta Mysore Highways Private Limited, Pathrapali-Kathghora Highways Private Limited, Dodaballapur Hoskote Highways Private Limited, Repallewada Highways Limited, Narenpur Purnea Highways Private Limited, Dhrol Bhadra Highways Limited and DBL Rewa Sidhi Highways Private Limited.

During the period under review, the Company has achieved revenue from operations of Rs. 1064.08 Lakhs and has incurred Net LossafterTax of Rs. 6059.46 Lakhs.

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

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

During the period under review, the Company has achieved revenue from operations of Rs. 200.69 Lakhs and earned Net Profit afterTax of Rs. 12.15 Lakhs.

(xiii) DBL TRANSMISSION PRIVATE LIMITED (DTPL)

DTPLwas incorporated on September 15, 2020 under the Companies Act, 2013 having its registered office situated 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 or abroad the business of transmission, distribution, supply of power, electricity and other source of energy whether conventional or non-conventional." DTPL is the wholly owned subsidiary of the Company.

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss afterTax of Rs. 0.50 Lakhs.

(xiv) DBL INFRAVENTURES PRIVATE LIMITED (DIVPL)

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

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss afterTax of Rs. 0.71 Lakhs.

(xv) DBL INFRATECH PRIVATE LIMITED (DITPL)

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

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss afterTax of Rs. 3402.16 Lakhs.

(xvi) BANGARUPALEM GUDIPALA HIGHWAYS LIMITED (BGHL)

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

During the period under review, the Company has achieved revenue from operations of Rs. 17571.51 and has incurred Net Loss afterTax of Rs. 631.61 Lakhs.

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

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

During the period under review, the Company has achieved revenue from operations of Rs. 11200.03 Lakhs and has incurred Net Loss afterTax of Rs. 355.49 Lakhs.

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

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

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss afterTax of Rs. 482.44 Lakhs.

(xix) MEHGAMA-HANSDIHA HIGHWAYS LIMITED (MHHL)

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

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss afterTax of Rs. 0.59 Lakhs.

(xx) URGA-PATHALGAON HIGHWAYS LIMITED (UPHL)

UPHLwas incorporated on December 29, 2022 under the Companies Act, 2013 having its registered office situated at 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 Lane Urga - Pathatgaon section of NH-130A from design Ch. 70+200 to Ch. 157+745, (from Bhaisma village to Taruama village) under Bharatmala Pariyojana (Raipur - Dhanbad Economic Corridor) in the State of Chhattisgarh on Hybrid Annuity Mode.". UPHL is the wholly owned subsidiary of the Company.

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss afterTax of Rs. 0.67 Lakhs.

(xxi) KARIMNAGAR-WARANGAL HIGHWAYS LIMITED

(KWHL)

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

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss afterTax of Rs. 5.76 Lakhs.

DETAILS OF SUBSIDIARIES:

(i) DBL CHANDIKHOLE BHADRAK HIGHWAYS LIMITED CDCBHL”)

DCBHL was incorporated as special purpose vehicle on February 06,2018 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 km 136.500 in the State of Odisha to be executed as Hybrid Annuity Mode under NHDP Phase V.". The Company (DBL) has transferred 193712 Equity shares including its nominees toShrem Inviton February 24,2023. DCBHL has become the subsidiary of the Company.

During the period under review, DCBHPL has achieved revenue from operations of Rs. 55592.00 Lakhs and has incurred Net Profit afterTax of Rs. 6690.60 Lakhs.

(ii) DBL NIDAGATTA MYSORE HIGHWAYS PRIVATE LIMITED (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 Hybrid Annuity Mode." DNMHPL is the subsidiary of the Company.

During the period under review, DNMHPL has achieved revenue from operations of Rs. 28206.03 Lakhs and has incurred Net Loss afterTax of Rs. 624.58 Lakhs.

(iii) NARENPUR PURNEA HIGHWAYS PRIVATE LIMITED (NPHPL)

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

During the period under review, NPHPL has achieved revenue from operations of Rs. 62796.05 Lakhs and has incurred Net Loss afterTax of Rs. 3221.58 Lakhs.

(iv) REPALLEWADA HIGHWAYS LIMITED (RHL)

RHL was incorporated on October 13, 2020 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462 016, Madhya Pradesh. RHL is involved in the business to undertake the project of "Four laning of NH-363 from Repallewada (Design Km 42.000/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 (0) on Hybrid Annuity mode (HAM)." The Company (DBL) has transferred 110671 Equity shares to DBL Infra Assets Private Limited on March 31,2023.

During the period under review, the Company has achieved revenue from operations of Rs. 24845.78 Lakhs and has incurred Net Loss afterTax of Rs. 2277.09 lakhs.

(v) DHROL BHADRA HIGHWAYS LIMITED (DBHL)

DBHLwas incorporated on December 29, 2020 under the Companies Act, 2013 having its registered office situated

at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, KoLar Road, Bhopal. 462 016, Madhya Pradesh. DBHPLis involved in the business to undertake the project of "Four Laning of Dhrol - Bhadra Patiya section of NH- 151A (Between Ex. Km 5+700 to Km 13+600 of SH-25) and Bhadra Patiya - Pipaliya Section of NH-151A (Between Ex.Km 73+000 to Km. 44+800 and Ex. Km. 38+350 to 24+000 of CSH-6) in Gujarat through Public Private Partnership (PPP) (the "Project") on design, build, operate and transfer(the "DBOTAnnuity"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 has become the subsidiary of the Company.

During the period under review, DBHL has achieved revenue from operations of Rs. 31326.87 Lakhs and has incurred Net loss afterTax of Rs. 1849.30 Lakhs.

(vi) DBL BANGALORE NIDAGATTA HIGHWAYS PRIVATE LIMITED (DBNHPL)

DBNHPLwas incorporated as a special purpose vehicle on March 23, 2018 to undertake the project of "Six-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."

During the period under review, DBNHPL has achieved revenue from operations of Rs. 33489.48 Lakhs and has incurred Net Profit afterTax of Rs. 520.23 Lakhs.

(vii) PATHRAPALI-KATHGHORA HIGHWAYS PRIVATE LIMITED (PKHPL)

PKHPL was incorporated as a special purpose vehicle on May 07, 2020 to undertake the project of "Four lane with paved shoulder configuration of Pathrapali-Kathghora (Km. 53.300 to Km. 92.600) Pkg-ll of Bilaspur-Kathghora section of NH-111 (New NH-130) in the State of Chhattisgarh 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 Rs. 20444.99 Lakhs and has incurred Net Loss afterTax of Rs. 2066.29 Lakhs.

(viii) DODABALLAPUR HOSKOTE HIGHWAYS PRIVATE LIMITED (DHHPL)

DHHPLwas incorporated on September25,2020 underthe Companies Act, 2013 having its registered office situated at

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

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. Currently, DHHPLis the subsidiary of the Company. Further to inform you that DHHPLhas been converted from private to public company and has received the conversion certificate of incorporation from Registrar of companies, Gwalior on July 12,2023

During the period under review, the Company has achieved revenue from operations of Rs. 37254.87 Lakhs and has incurred Net Loss afterTax of Rs. 3067.02 Lakhs.

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

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

During the period under review, the Company has not generated any revenue from operation. Further, at the end of the financial year the company has incurred Net Loss afterTax of Rs. 0.37 Lakhs.

(x) DBL PACHHWARA COAL MINE PRIVATE LIMITED (DPCMPL)

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

During the period under review, the Company has achieved revenue from operations of Rs. 4589.50 Lakhs and has incurred Net Loss afterTax of Rs. 890.12 Lakhs.

(xi) DBL REWA SIDHI HIGHWAYS PRIVATE LIMITED (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 (design length 15.350 km.) in the state of MP on Hybrid Annuity Mode."

During the period under review, DRSHPL has achieved revenue from operations of Rs. 17218.44 Lakhs and has incurred Net ProfitafterTax of Rs. 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 considered DRSHPLas a subsidiary of the Company

Newly Incorporated companies not being consolidated

(i) BENGALURU-VIJAYAWADA EXPRESSWAY PACKAGE-1 LIMITED (BVEP-1L)

BVEP-1L was incorporated as a special purpose vehicle on April 12, 2023 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. The Company has made an initial investment in BVEP-1L on April 21, 2023. The Company was engaged in the business of "Development of Six-Lane Access ControlledGreenfield Highway from Kodur(Ch. 0+000) to Vanavolu (Ch. 24+300) of [NH-544G] Bengaluru -Vijayawada Economic Corridor on HAM Mode under BharatmalaPariyojana Phase-I in the State ofAndhra Pradesh (Package-1). The Paid-up capital of the Company is Rs. 10.00 Lakhs. BVEP-1L is the wholly owned subsidiary of the Company.

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

BVEP-4L was incorporated as a special purpose vehicle on April 12, 2023 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. The Company has made an initial investment in BVEP-4L on April 21, 2023. The Company was engaged in the business of "Development of Six-Lane Access Controlled Greenfield Highway from Odulapalle (Ch.72+000) to Nallacheruvu-palli (Ch. 96+300) of [NH- 544G] Bengaluru Vijayawada Economic Corridor on HAM Mode under Bharatmala Pariyojana Phase-I in the State ofAndhra Pradesh (Package-4). The Paid-up capital of the Company is Rs. 10.00 Lakhs. BVEP-4 Lis the wholly owned subsidiary of the Company.

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

BVEP-7L was incorporated as a special purpose vehicle on April 26, 2023 having its registered office situated

at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. The Company has made an initial investment in BVEP-7L on May 01,2023. The Company was engaged in the business of "Development of Six-Lane Access Controlled Greenfield Highway from Audireddipalle (Ch. 160+000) to Malta pa lie (Ch. 176+000) of (NH-544G) Bengaluru - Vijayawada Economic Corridor on HAM Mode under BharatmalaPariyojana Phase-I in the State of Andhra Pradesh (Package-07)." The Paid-up capital of the Company is Rs. 10.00 Lakhs. BVEP-7L is the wholly owned subsidiary of the Company.

AUDITORS AND AUDITORS REPORT

M/s. M.K. Dandeker& Co., Chartered Accountants, Chennai (ICAI Firm Registration No.000679S), were appointed as a Statutory Auditor of the Company for a term of 5 years at the 16thAnnual 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, 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, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a statutory requirement. Accordingly, the notice convening the ensuing AGM does not carry any resolution on 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 yearended March 31,2023and have issued theAuditors 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 Auditors 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 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, Bhopat (ICWAI Firm Registration No. 000271), as Cost Auditors of the Company for conducting the Cost Audit of the Company for the Financial Year 2022-23. 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 2021-22 with the Central Government. The Cost Audit Report for the Financial Year 2022-23 does not contain any qualification, reservation or adverse remark. The Company has obtained Cost Audit Report for the year 2022-23 and is in process to file the same with the Central Government.

SecretarialAuditors

Secretarial Audit Report for the Financial Year 2022-23 issued by M/s Amit Kumar Jain & Associates, Practicing Company Secretaries, Bhopal (Firm Registration No. S2006MP090300) in Form MR-3 which is annexed to the Boards Report as Annexure-1 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 had appointed M/s Sunil Saraf & Associates, Chartered Accountants, Indore (ICAI Firm Registration No. 015021C), as an Internal Auditor to conduct nternal 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, Indore is submitted to the Audit Committee and the Board at their 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 new Internal auditor i.e. RSM Astute Consulting Private Limited, Mumbai in place of M/s Sunil Saraf & Associates, Chartered Accountants, Indore to carry out the Internal audit of the 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 at https://www.dilipbuildcon.com/wps/ 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 energy intensive. However, the Company always focuses on 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 equipments
(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):
(a) the details of technology imported
(b) the year of import
? whether the technology been fully absorbed
(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	In flow Out Flow ( Rs. 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

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 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 organizations growth and its sustainability

in the long run.

Companys 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.

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 of appointment	Nature of Changes	Date of Cessation	DIN/PAN
1 *Mr. Dilip Suryavanshi	Chairman and ManagingDirector	12.06.2006	Appointed as a Chairman of the Company.		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		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

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.

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 and she witt be holding such office as an Independent Director of the Company up to March 29,2024 It is desirable to reappoint Ms. Ratna Dharashree Vishwanathan fora second consecutive term of 5 years as a Woman Independent Directorof the Company w.e.f. March 30,2024 to March 29, 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 the ensuing Annual General Meeting.

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

(b) 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 (L0DR) Regulations, 2015.

(c) Independent Directors and their Declaration

The Company is having 6 (Six) Independent Directors which are in accordance with the requirement of the SEB (L0DR) 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 at the following weblink https://www.dilipbuildcon.com/wps/ Wcm/connect/666e51ee-e980-4abe-8407-f9c4d55b828f/ Terms+and+condition+of+appointment+Independent+Director. pdf Rs.M0D = AJPERES&C0NVERT_ 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) 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 fulfill the conditions specified in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and the Rules made thereunder and are independent of the management.

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.

e) Programme for familiarization of Directors

The Company conducts familiarization programme for alt 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 prog rammeconducted during theyearare put up on the website of the company and can be accessed at the following weblink https://www.ditipbuildcon.com/wps/ Wcm/connect/472e29ea-95f4-4054-86a3-b5921e36a1a6/ D irectors%E2% 80% 99 + FamiLiarizati on + Programme. pdf Rs.MOD=AJPERES&CONVERT_ TO=url&CACHEID=ROOTWORKSPACE-472e29ea-95f4-4054- 86a3-b5921e36a1a6-o8BBXS-

Constitu tion 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 Companys policy is to maintain optimum combination of Executive and Non-Executive Directors. As on March 31, 2023, the 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 Directors. 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.

(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 5 (five) times during the FinancialYear2022- 23. The maximum interval between any two meetings did not exceed 120 days.The details of Board meetings held during the financial year 2022-23 are as follows:

s. No Date of Board Meeting	Board Strength	No. of Directors 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 during the year 2022-23		Whether attended last AGM
	Held	Attended
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

(c) Information available for the members of the Board

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

Financial results of the Company, its Subsidiaries;

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 non- compliance, if any;

Disclosures received from Directors;

Related party transactions;

Regular business updates;

Action Taken Report on decisions of previous Board Meetings;

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 Conduct for Board of Directors and Senior Management ("the Code") 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 Companys website at the following weblink https://www.dilipbuildcon.com/wps/ wcm/connect/1d9464eb-9501-42ad-a089-795eecf4e28b/ Conduct+Board+of+Directors+and+Senior+Management.pdf Rs.M OD=AJPERES&CACHEID=ROOTWORKSPACE-1d9464eb-9501- 42ad-a089-795eecf4e28b-o8lHwkN

(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 white 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) InsiderTrading Code

The Company has adopted a Code of conduct for prevention of InsiderTrading ("the Code") in accordance with the SEBI (Prohibition of InsiderTrading) Regulations, 2015, amended time to time (the PIT Regulations).This Code is displayed on the Companyswebsiteatthe following weblink https://www. dilipbuildcon.com/wps/wcm/connect/088c8e44-50d9-479T b095-fa9ef0cbae21/Code+of+Conduct+for+lnsider+Trading.pd f Rs.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 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 on the Companys website at the following weblink https://www.dilipbuildcon. com/wps/wcm/connect/2951713b-9a6c-4a32-bf75- 3560592fd76b/Code+of+Procedures+for+Fair+UPSI. pdf Rs.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 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 displayed on the Companys website at the following weblink https://www. dilipbuildcon.com/wps/wcm/connect/0d2bef50-83fc- 4095-953e-8cdeb5e0b726/9.+Policy+of+lnquiry+in+C ase+of+Leak+of+UPSI.pdf Rs.MOD=AJPERES&CONVERT_ TO=url&CACHEID=ROOTWORKSPACE-Od2bef50-83fc- 4095-953e-8cdeb5e0b726-o8l4JCu

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 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. 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 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. During the 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, 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 Regulation 18 of the SEBI (LODR) Regulations, 2015. For better Corporate Governance and better participation and decision making, the company at its Board meeting held on August 12,2022 has re-constituted the audit committee. The details of the re-constituted members of audit committee are as under and all the members of the committee are financially 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. 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, 2022, November 12,2022 and February 10, 2023. The requisite 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 5.

the following:

1. Overseeing of the Companys financial reporting process and the disclosure of its financial information to ensure that 6. the financial statement is correct, sufficient and credible;

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

3. Approving payments to Statutory Auditors for any other services rendered by them;

4. Reviewing, with the management, the Annual Financial Statements and Auditors Report thereon before submission to the Board for approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of Section 134 (3)? 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) Modified opinion(s) in the draft Audit Report.

Reviewing, with the management, the quarterly, half- yearly and Annual Financial Statements before submission to the Board for approval;

Reviewing, with the management, the statement of uses / application of funds raised through an issue (preferential issue, rights 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.This also includes monitoring the use orapplication of the funds raised through the proposed initial public offering by our Company;

7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

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

9. Scrutinizing inter-corporate loans and investments;

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

11. Evaluating internal financial controls and risk management systems;

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

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

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

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

16. Discussing with statutory auditors, internal auditors, 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;

17. 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;

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

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

20. Approval of appointment of the 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;

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

22. Review all the provisions as per the Companies Act, 2013 and Securities and Exchange Board of India (LODR) Regulations, 2015 as amended from time to time; and

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

The Audit Committee also mandatory review the following

information:

i. Management discussion and analysis of financial condition and result of operations;

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

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

iv. Internal audit reports relating to internal control weaknesses;

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

vi. Statement of deviations:

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

b) Annual statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice in terms of the Securities and Exchange 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 include the following:

i. To investigate any activity within its terms of reference;

ii. To seek information from any employee;

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

iv. To secure attendance of outsiders with relevant 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 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 the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. Further, during the financial year 2022-23, no whistle blower complaint has been received against any Promoter, Directors and employees of the Company. The Policy is available on the website of the Company at the following weblink https:// www.dilipbuildcon.com/wps/wcm/connect/ca817697-68c9- 4d95-b8f0-9e07bb33db60/1.+Vigil+Mechanism+and+W histle + Blower+Policy.pdf Rs.MOD=AJPERES&CONVERT_ T0=url&CACHEID=R00TW0RKSPACE-ca817697-68c9-4d95- b8f0-9e07bb33db60-o81xdFD

(b) Stakeholders Relationship Committee

Stakeholders Relationship Committee has been constituted by the Board in accordance with Section 178 (5) of the Companies Act, 2013.Stakeholders Relationship Committee consists of the following persons and met1 (One) time in the Financial Year 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	1of1
3. Mr. Devendra Jain	Member-Managing Director & CEO	0 of 1
4. Mr.Ashwini Verma	Member -Independent Director	1of1
5. Dr.Amogh Kumar Gupta	Member- Independent Director	1of1

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

The terms of reference of the Stakeholders Relationship

Committee of the Company includes the following:

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

b) Carrying out any other function as prescribed under the 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 as on

During the Financial Year 2022-23

Pending as on

April 01, 2022

Received

Redressed

March 31,2023

Shareholder

Complaints

NIL

Nil

(c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board in accordance with the provision 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 the committee are Independent Directors. The Committee met 2 (Two) times during the Financial Year 2022-23 on May

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^th 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 Chandra Pandey	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 & Remuneration Committee. The Policy is available on the website of the Company at the following weblink https:// www.dilipbuildcon.com/wps/wcm/connect/98fcb883- de4d-47a7-8171-d 58 0e14ed 629/2. +Nomination+and + Remuneration + Policy.pdf Rs.MOD=AJPERES&CONVERT_ T0=url&CACHEID=R00TW0RKSPACE-98fcb883-de4d-47a7- 8171-d580e14ed629-o81ykFz

Brief description of terms of reference:

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and 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 performance of independent Directors and the Board;

Devising a policy on Board diversity;

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 their appointment and removal and evaluation of Directors performance;

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

Carrying out any other function as prescribed under the SEBI Listing Regulations;

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

Performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under any law to be attended by the Nomination and 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 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 Boards 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 Ashish Karodia, 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 May 18,2023.The Board of Directors expressed their satisfaction with the evaluation process.

Criteria for evaluation of Board as a whole

i. Board Composition & Quality;

ii. Board Meetings;

iii. Committees;

iv. Core Governance & Compliance; and

v. Risk Management.

Criteria for evaluation of Committees

i. Structure of committees;

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

iii. Composition of the committees;

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

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

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

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

viii. The frequency of the Committee meetings isadequate Criteria for evaluation of Chairperson

i. Leadership; and

ii. Managing Relationships.

Criteria for evaluation of the Executive Directors

i. Strategy Formulation & Execution;

ii. Board Meetings;

iii. Interpersonal Skills;

iv. Leadership;

v. Diligence; and

vi. Knowledge & Expertise.

Criteria forevaluation of the Independent Directors

i. Knowledge & Expertise;

ii. Participation in Board Meetings;

iii. Interpersonal Skills;

iv. Professional Conduct & Independence;

v. Diligence;

vi. Roles & Responsibilities; and Disclosure & Reporting

Companys 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 section 178(3) of the Companies Act, 2013, is available on our website, at https://www.dilipbuildcon. com/wps/wcm/connec t/98fcb883-de4d-4737- SI 71-d580e14ed629/2.+Nomination+and+Remu neration + Policy.pdf Rs.MOD=AJPERES&CONVERT_ T0=url&CACHEID=R00TW0RKSPACE-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 initiative to assess and take responsibility for the companys 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.

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 May 28, 2022, August 10, 2022 and November 12, 2022. The 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 meetings attended
1 Mr. Vijay Chhibber	Chairman -Independent Director	3 of 3
2 Ms. Ratna Dharashree Vishwanathan	Member -Independent 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 -Managing 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 the Rule 9 of Companies (CSR Policy) Rules, 2014, the Corporate Social Responsibility Policy is available on the website of the Company at the following weblink https://www.dilipbuildcon.com/wps/wcm/connect/ abc3afe3-7462-4b3a-974a-5b4276d5d060/5.+CSR+Policy. pdf Rs.MOD = AJPERES&CONVERT_ T0=url&CACHEID=R00TW0RKSPACE-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 Boards Report as Annexure - 2

Further, the Company at its Board meeting held on August

12,2022, has approved the CSR funds of Rs. 573.97 Lakhs to be spent in the FY 2022-23. The Board has approved the allocation of CSR fund of Rs. 477.90 Lakhs for6 on-going projects under the CSR activities in its meeting held on Novembers, 2022. The details of amount budgeted, spent and unspent are included in the said report i.e.,Annexure -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 composition 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 and decision making in the group Governance committees. The Group Governance Committee consists of following persons and met 1 (One) time during the Financial Year 2022-23 on November 12, 2022. The requisite quorum was present at the Meeting. The details of the same are as under:

Sr. No. Name of Directors	Designation	Number of meetings attended
1. Mr Satish Chandra	Chairman -Independent Director	1 of1
2 Dr.Amogh Kumar Gupta	Member- Independent Director	1 on
3 *Mr. Ashwini Verma	Member- Independent Director	0 of 1
4 **Mr. Vijay Chhibber	Member- Independent Director	1 on

*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:

i. To formulate a strong and effective group governance policy;

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

iii. Oversee & evaluate the performance and Corporate Governance practices of the unlisted Subsidiaries of the Company;

iv. Report any deviation to the Board;

v. To ensure mandatory disclosures are made to the concerned authorities by the Subsidiaries Companies;

vi. To ensure that composition of Board of Directors and Committees of subsidiaries are commensurate with the Companies Act, 2013;

vii. To ensure role of the Board and Committees of subsidiaries are clearly defined and they meet at suitable intervals;

viii. To monitor Subsidiarys Board effectiveness and its roles;

ix. To recommend such governance practices as may be deemed fit to the unlisted subsidiaries upon getting approval of the Board on the same;

x. driving consistency in respect of governance and regulatory conduct matters across the Group;

xi. overseeing compliance with the corporate governance principles, culture and ethical values of the Group in line with the Groups strategic priorities, including the provision of approvals where required;

xii. To assist in the compliance of regulatory requirements as may be necessary for various authorities viz. Registrar of Companies, Ministry of Corporate Affairs, NHAI, MPRDC, MHRDC, other Central, State and semi government organisations, Banks, Tax Authorities etc.

xiii. To review the operational and financial performance of the 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 SEBI (LODR) Regulations, 2015. Further to inform you that the committee has been re-constituted by the Board on August 12,2022 to have fair, transparent, better Corporate Governance, better participation and decision making in the Risk Management committee.

The Risk Management Committee consists of following members and met 3 (Three) times during the FinancialYear 2022-23 on May 28,2022, August 10,2022 and November 16, 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. 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. Laying down risk assessment plan, minimization 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/orare statutorily prescribed underthe SEB (LODR) Regulations, 2015.

The Committee has formulated a Risk Assessment and Management Policy to create and protect shareholders 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. The Risk Assessment and Management Policy is available at weblink: https://www. dilipbuildcon.com/wps/wcm/connect/7770185T6b29-456a- 8a39-ff59055cdfa6/1.Risk+Assesment+and+ Management. pdf Rs.M0D=AJPERES&C0NVERT_ TO=url&CACHEID=ROOTWORKSPACE-7770185T6b29-456a- 8a39-ff59055cdfa6-oClLGJF

(g) Enquiry Committee for leak of Unpublished Price 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 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 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.

The Company has not received any Complaint related to Leak of unpublished price sensitive information of the Company hence no meeting was held during the financial year 2022-23. Further, the Company is intimating to the Stock Exchanges regarding the price sensitive information 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, oversee its implementation, to make any changes / modifications, as may be required, from time to time and to review and recommend the Business Responsibility and sustainability report to the Board for its approval. The Company at its Board meeting held on May 30, 2022 has re-constituted the Business Responsibility Committee which consist of 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. May 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 met1 (One) time during the Financial Year 2022- 23 on August 10,2022. The requisite quorum was present at all the Meetings.

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	1of1
4 *Mr. Bharat Singh	Member	1of1
5 $Mr. Devendra Jain	Member	0 of 1

# 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. Establish a Framework for Business Responsibility and sustainability report;

ii. Oversee the implementation of the framework for Business Responsibility and sustainability report and to make any changes / modifications, as may be required, from time to time;

iii. Report any deviation to the Board;

iv. To review and recommend the Business Responsibility and Sustainability Report (BRSR) to the Board for its approval; and

v. Establish a grievance redressal system for Business Responsibility and Sustainability.

(i) 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. Further the borrowing committee has been re-constituted at the Board meeting held on August 12, 2022. The borrowing Committee consist of the following members and met 22 (Twenty Two) times during the Financial Year 2022-23 on April 07,2022, April

12.2022, May 12,2022, May 28,2022, June 06,2022, June

20.2022, June 23,2022, July 04,2022, July 13,2022, July

27.2022, August 12,2022, August 16,2022, August 29,2022, September^,2022, September27,2022, October26,2022,

November 03,2022, February 18,2023, February 25,2023, March 04,2023,March 16,2023 and March 24,2023.The requisite quorum was present at att 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- Flead- Business Development	22 out of 22
5 Mr. Kundan K. Das	Member-AGM Business Development	22 out of 22
6 Mr. Pradeep Suryavanshi	Member- Manager - Administration	22 out of 22

*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 resolution dated March 24,2023. The terms of reference of the Borrowing Committee of the Company includes the following:

a) the borrowing committee be and is hereby authorised 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 may approve the proposals for borrowings, Bank Guarantees and lease facility up to Rs. 15,000 Crores (Rupees Fifteen Thousand Crores only) put together with the exiting borrowing at any one point of time;

b) to provide Corporate or any other type of guarantee, undertakings, security(ies) (in the form of pledge of shares orotherwise), indemnity(ies) in favourofany persons, other body corporates, lenders, /security trustee in connection with the loans to be availed for the execution of the Project in the SPVs Company (ies), including the subsidiary and associate concerns or otherwise as the case may be without any specific limit;

c) the committee be and is hereby authorized to appoint any one or more official(s) of the company as Authorized

Signatory(ies) to execute and sign att the agreements, security documents and other necessary documents including any amendment to the executed documents with the concerned Banks or Financial Institutions or Finance Companies, Lenders, security trustees as may be required by them in their prescribed format or otherwise and to perform alt other acts, deeds for and on behalf of the Company as may be required to avail the facility;

d) the Common Seat of the Company, if required, be affixed to any Undertakings, Agreements, Deeds and any other document as may be required to be executed under the Common Seal of the Company for the purposes stated above, in the presence of any one of the above-mentioned authorized officials who shall sign the same in token thereof;

e) in absence of the Chairman, the members of the committee shall elect the Chairman amongst themselves;

f) the Company Secretary of the Company shall act as the Secretary of the Committee and CFO shall be the permanent invitee for assistance to the Committee;

g) the Board do hereby agree to 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;

h) the Borrowing Committee be and is hereby authorised to provide security on the assets of the Company and to create charge on them as they may consider appropriate from time to time and to file Form for registration and 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 the day-to-day business operations of the Company. Further the said committee has been re-constituted at the Board meeting held on May 30,2022 in order to have un-biased/ fair decision, better corporate governance and smooth transaction of business operation. Now, the Business Development and Administration Committee consist of the 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) times during the Financial Year 2022-23 on April,04, 2022, April 09,2022, May 04,2022, May 11,2022, May 25,2022, July 26, 2022, September 22, 2022, October 22, 2022, November 09, 2022, November 26, 2022, December 13, 2022, January 02, 2023, February 21, 2023 and March 06,2023.

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	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. To approve, finalize 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 Companys 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 Projects Right of Way/Siteand lease hold property/assets forand on behalf of Company;

b) To appear, represent, dispose 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 companys behalf and authority to deposit amount incidental thereto and as may be required to submit before any lawful authority, Central and State Government Department (individually "Authority" and collectively Authorities") 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 "Authority" and to do all incidental acts things and deeds of whatsoever nature in relation to the project Activity (ies);

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, 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; and

m) To attend to any other responsibility as may be entrusted 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 and to grant loans, provide guarantee and security. In order to have fair, transparent, better corporate governance and for better participation and decision making, the Board at its meeting held on August 12,2022 has re-constituted the 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, December 20, 2022 and February 07, 2023. The requisite quorum 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	7of 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 through circular resolution dated March 24, 2023. The terms of reference of the Lending and Investment committee of the Company includes the following:

a) to make investment or acquisition by way of subscription, purchase or otherwise, securities of any other Company/ ies or body corporate without any specific limit;

b) to give specific approval/confirmation/undertaking on behalf of the Company to the authority/ies for making 100% Investment /acquisition by way of subscription, purchase or otherwise, securities of any other Company/ ies or body corporate, as per the requirements of the tender/bid documents, as invited by the various authority/ ies, or any other specific requirements of the tender/bid issuing authority/ies;

c) to give any loan 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 including the subsidiary and associate concerns or otherwise as the case may be without any specific limit.

d) to considerand decide the requirement for incorporation of a new subsidiary company, an authority to make such initial contribution in the share capital and further investment in such new company and to nominate the signatory (ies) and directors for and on behalf of the Company;

e) 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.

(1) 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 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, and also have the right to be treated with dignity. The Members of the Committee are as under and met 1 (One) time during the Financial Year 2022-23 on May 28, 2022. The requisite quorum was present at all the Meetings.

s. No Name of Members	Designation	Number of meeting 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 arms 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.

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 Boards Report as 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 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 arms length.

The Audit Committee and the Board have approved the Related Party Transactions Policy and the same has been placed on the Companys website at the following weblink https://www.dilipbuildcon.com/wps/wcm/connect/82561153- b3e3-4943-b574-fa6bad71e3d2/7. + Poticy + on + Related + Party +Transactions.pdf Rs.MO D=AJ PERES&CONVERT_ T0=url&CACHEID=R00TW0RKSPACE-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 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 Boards report as Annexure-4 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, 2023 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 Companys internal control system is commensurate with its size, scale and complexities of its operations. The internaland operational audit is entrusted to M/s Sunil Saraf & Associates, 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.

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.

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 Companys 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. Some 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 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 riskand 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 Companys 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-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 Companys 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 vendordevetopment practices.The risk oh price fluctuations in commodities is also mitigated to certain extend based on the price escalation clause included in the contracts with the customers.

Environment and Safety

The Company is conscious of the importance of dean environment and safe operations. The Companys 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 Committee

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. During the Financial Year ended March 31, 2023, the Company has not received any Complaints pertaining to Sexual Harassment.

Cautionary Statement

Statements in this Boards Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" 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 Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys 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.

For and on behalf of the Board of Directors of Dilip Buildcon Limited

Dilip Suryavanshi	Devendra Jain
Chairman & Managing Director	Managing Directors. CEO
DIN:00039944	DIN: 02374610
Place: Bhopal
Date: August 04,2023

dilip buildcon ltd Directors report

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