To,
The Members,
Dilip Buildcon Limited
Your directors have pleasure in presenting their 19th Annual Report on the business and operations along with the audited financial statements along with the consolidated financial statements of the Company for the financial year ended March 31, 2025.
Financial Results
The summary of the Standalone and Consolidated performance are set out below:
Rs ( in Lakhs)
| Standalone | Consolidated |
|||
Particulars |
Year ended March 31, 2025 | Year ended March 31, 2024 | Year ended March 31, 2025 | Year ended March 31, 2024 |
Gross Revenue |
9,07,840.16 | 10,65,023.93 | 11,45,316.62 | 12,15,611.31 |
| Total expenses | 8,88,427.13 | 10,08,739.11 | 10,76,094.18 | 11,98,204.64 |
Profit before exceptional items & tax |
19,413.03 | 56,284.82 | 69,222.44 | 17,406.67 |
| Exceptional items | 19,656.85 | 7,304.27 | 28,887.59 | 31,770.24 |
Profit / (loss) before tax |
39,069.88 | 63,589.09 | 98,110.03 | 49,176.91 |
| Tax expenses: | ||||
| Current tax | 12,173.43 | 22,432.89 | 19,844.74 | 23,778.46 |
| Deferred tax | -4,336.34 | -1,448.37 | -4,945.94 | 4,816.80 |
| Income tax for earlier years | 109.35 | 401.47 | -780.87 | 477.50 |
Profit for the year from continuing operations |
31,123.44 | 42,203.10 | 83,992.10 | 20,104.15 |
| Share of Profit/(loss) of Associates | - | - | ||
| Profit for the Year | 31,123.44 | 42,203.10 | 83,992.10 | 20,104.15 |
Other comprehensive income: |
||||
| Items that will not be reclassified to profit or loss | -976.76 | 2,966.74 | 239.01 | 4,916.44 |
| (Net of Taxes) | ||||
Total Comprehensive Income for the year |
30,146.67 | 45,169.84 | 84,231.10 | 25,020.59 |
Total Comprehensive Income for the year attributable to parent |
30,146.67 | 45,169.84 | 63,964.16 | 24,233.50 |
| Add: Balance in Profit and Loss Account (Adjusted) | 3,99,286.28 | 3,39,262.66 | 3,14,954.28 | 2,79,109.42 |
Sub Total (Parent) |
4,29,432.95 | 3,84,432.50 | 3,78,918.44 | 3,03,342.92 |
| Less: Appropriation | ||||
| Less: - Dividend | 1,462.15 | 146.22 | 1,462.15 | 146.20 |
| Add: - Others | - | 15,000.00 | -34,867.02 | 11,671.15 |
Closing Balance |
4,27,970.82 | 3,99,286.28 | 3,42,589.27 | 3,14,954.28 |
Note: The above-mentioned figures are rounded off to two decimal points. |
||||
Financial Performance
At Standalone level, the total income amounted to H 9,07,840.16 Lakhs as against H 10,65,023.93 Lakhs in the previous year. The Profit before Tax amounted to H 39,069.8 Lakhs as against H 63,589.09 Lakhs in the previous year. The Net Profit for the year amounted to H 31,123.44 Lakhs as against H 42,203.10 Lakhs reported in the previous year.
At Consolidated level, the total income amounted to H 11,45,316.62 Lakhs as against H 12,15,611.31 Lakhs in the previous year. The Consolidated Profit before Tax amounted to H 98,110.03 Lakhs as against Consolidated Loss before Tax amounted to H 49,176.91 Lakhs in the previous year. The Consolidated Net profit after Tax amounted to H 83,992.10 Lakhs as against Consolidated Net Loss after Tax amounted to H 20,104.15 Lakhs in previous year.
The Company on a consolidated basis, demonstrated improved profitability, reflecting enhanced operational efficiency and meaningful contributions from diversified business verticals, including mining and HAM projects. The Company continues to focus on and strengthen its long-term growth areas, particularly coal mining and HAM projects, which are expected to support stable and sustainable future cash flows in long term.
The performance and financial position of the subsidiary companies are included in the Consolidated Financial Statements and presented in the Management Discussion and Analysis Report forming part of this Annual Report.
Dividend
Based on the Companys commitment to delivering value to its shareholders while maintaining financial prudence to support future growth initiatives, your directors have recommended a dividend of Re.1.00/- (Rupee One) i.e. 10% per equity share of Face Value of H10.00 (Rupees Ten only) each (previous year Re. 1/- per equity share i.e. 10% per equity share of Face Value of H10/- each) for the financial year 2024-25. The dividend payment is subject to the approval of members at the ensuing Annual General Meeting and subject to the TDS as may be applicable and if approved, would be paid to members whose names appear in the Register of Members and beneficial owners as per the records of the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
The Register of Members and Share Transfer Books of the Company shall remain closed from Wednesday, September 10, 2025, to Tuesday, September 16, 2025 (both day Inclusive) for the purpose of ascertainment for eligibility for participation in payment of dividend for the financial year ended March 31, 2025.
Dividend Distribution Policy
According to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities based on market capitalization, are required to formulate a Dividend Distribution Policy. This policy must be disclosed on the website of the listed entity and provide web link in the Annual Report.
The dividend pay-out is in accordance with the Companys Dividend Distribution Policy as approved and adopted by the Board and the policy is available on the Companys website and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.
Business Operations (the state of the companys affairs):
Overview
DBL is a large road construction company with capabilities in Roads & Highways, Metro, Irrigation, Water Supply, Tunnel, Airport, Mining, Special Bridges & Urban Developments, Railways and Optical Fiber, with a presence in 20 states and 1 union territory in India. As on March 31, 2025, DBL had completed the construction of 171 projects across 17 states and 1 UT in India, out of which 157 are road projects. DBLs achievements are attributable to a combination of factors, including its ability to successfully execute projects earlier than scheduled timelines. DBLs focus on geographically clustering of projects for efficiency and profitability, substantial investment in, and efficient use of construction equipments and backward integration through in-house production of road furniture and various structures used in projects.
DBL specializes in constructing state and National Highways, city roads, culverts, and bridges. Capitalizing on the sustained growth in the road infrastructure sector and rising opportunities in new business areas, DBL has strategically diversified into areas such as irrigation, mining excavation, airports, and metro rail viaduct businesses. Further, DBL has expanded into the digital infrastructure domain through winning the project of the development of middle-mile and last-mile connectivity under the Bharat Net Project – Package 13 (Jammu & Kashmir) – executed on a Design-Build-Operate-Maintain (DBOM) model. This marks a significant step in broadening DBLs presence into new lines of business aligned with national infrastructure development priorities.
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, 2025, DBL had an order book of H 14,923 Lakhs consisting of 12 road BOT HAM projects, 5 irrigation projects, 1 mining excavation projects, 2 special bridge projects, 4 tunnel projects, 3 Water Supply projects, 4 metro rail viaduct projects and 1 Urban Development.
As of March 31, 2025, DBL owned a modern equipment fleet of 10,124 vehicles and other construction equipment from some of the 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 OY and Casagrande S P A. DBL is one of the largest employers in construction industry in India and employed 23,504 employees as of March 31, 2025.
Construction Business:
Roads & Highways:
In roads and bridges construction business, DBL mainly design, construct, and maintain roads, bridges, and highways pursuant to EPC contracts and BOT contracts awarded. DBL has recognized revenue of H 3,74,510 Lakhs and H 5,82,959 Lakhs in the financial year 2024-2025 and 2023-24 respectively. As of March 31, 2025, DBL has completed 157 road and bridge projects in 19 states/UT. As of March 31, 2025, DBL has a total of 12 ongoing road and bridge projects in 6 Indian states and order book for these road and bridge projects amounted to H 3,13,360 Lakhs, accounting for 21.00% of total order book.
Mining Projects:
In mining excavation business, DBL undertake overburden removal and excavation at coal mines. DBL diversified into this business in the financial year 2015-16 to exploit core experience of bulk material handling and high-volume excavation and earthwork and existing equipment, which DBL handled in roads and bridges construction business. As of March 31, 2025, DBL has completed 6 mining excavation project and has 1 ongoing mining excavation projects. Order book for these mining excavation projects amounted to H 79,412 Lakhs, accounting for 5.30% of total order book, as of March 31, 2025. DBLs revenue from the mining excavation business amounted to H 85,846 Lakhs in the financial year 2024-25 as against H 64,494 Lakhs in the previous financial year 2023-24.
Metro Rail Viaduct & Airports:
DBL diversified into metro rail viaduct business in the financial year 2018-19. DBL undertake the design and construction of elevated viaducts for metro rail projects. As of March 31, 2025, DBL has 2 ongoing metro rail projects in Madhya Pradesh & 2 ongoing metro rail projects in Gujarat. Order book for these metro rail viaduct projects amounted to H 43,140 Lakhs, accounting for 2.89% of total order book, as of March 31, 2025.
DBL undertake the construction of airport, construct parallel taxi tracks. DBL has completed 2 airport project and has no ongoing airport project as on March 31, 2025. Order book for this airport project amounted to Nil, accounting for 0.00% of our total order book, as of March 31, 2025.
DBL recognized revenue of H 52,008 Lakhs and H 54,100 Lakhs from the Metros & Airport business for the financial years 2024-25 and 2023-24 respectively.
Irrigation:
In irrigation business, DBL undertakes the design and construction of canals, tunnels and dams for agricultural irrigation purposes. DBL diversified into this business in the financial Year 2013-14 to explore the opportunities in this area created by the increased focus of the Central and the State Governments on agriculture. As of March 31, 2025, DBL has completed 3 EPC irrigation projects and has 6 ongoing EPC irrigation projects. Order book for the irrigation projects amounted to H 3,16,170 Lakhs, accounting for 21.19% of total order book, as of March 31, 2025.
Water Supply:
DBL diversified into Water Supply viaduct business in the financial year 2022-23. DBL undertake the design and construction of elevated viaducts for Water Supply projects. As of March 31, 2025, DBL has 3 ongoing Water Supply projects in Madhya Pradesh. Order book for these Water Supply viaduct projects amounted to H 94,150 Lakhs, accounting for 6.31% of total order book, as of March 31, 2025.
Tunnel:
DBL diversified into Tunnel viaduct business in the financial year 2022-23. DBL undertake the design and construction of elevated viaducts for Tunnel projects. As of March 31, 2025, DBL has 1 ongoing Tunnel projects in Kerala, 1 ongoing Tunnel projects in Rajasthan, 1 ongoing tunnel projects in Uttarakhand & 1 ongoing tunnel projects in Himachal Pradesh. Order book for these tunnel viaduct projects amounted to H 1,93,430 Lakhs, accounting for 12.96% of total order book, as of March 31, 2025.
Special Bridges & Urban Developments
DBL diversified into Special Bridges & Urban Developments viaduct business in the financial year 2023-24. DBL undertake the design and construction of elevated viaducts for Special Bridges & Urban Developments. As of March 31, 2025, DBL has 1 ongoing Urban Developments in Goa, 1 ongoing Special Bridges in Jharkhand & 1 ongoing Special Bridges in Karnataka. Order book for Special Bridges
& Urban Developments projects amounted to H 73,000 Lakhs, accounting for 4.89% of total order book, as of March 31, 2025.
Optical Fiber
DBL diversified into Optical Fiber viaduct business in the financial year 2024-25. As of March 31, 2025, DBL has 1 ongoing Optical Fiber Project in Jammu & Kashmir. Order book for Optical Fiber projects amounted to H 96,420 Lakhs, accounting for 6.46% of total order book, as of March 31, 2025.
Road Infrastructure Maintenance
In road infrastructure maintenance, DBL maintain roads and highways. As of March 31, 2025, DBL had completed 43 projects totaling to 8,237.79 Lane kms. These completed BOT projects include projects undertaken on various public private partnership models, such as on a (i) hybrid annuity basis - where the GOI shares a portion of the total cost of the project and the source of revenue is the fixed amount that the relevant government agency pays us for building and maintaining the roads on an annual basis, (ii) purely toll basis - where the only source of revenue is the toll chargeable on vehicles using the road, (iii) purely annuity basis - where the only source of revenue is the fixed amount that the relevant government agency pays us for building and maintaining the roads on an annual basis, and (iv) toll plus annuity basis - where the source of revenue includes the toll chargeable on vehicles using the road and the fixed amount that the relevant government agency pays us for building and maintaining the roads on an annual basis. Due to the annuity component in our operational BOT projects, income is assured to the extent of the annuities to be collected during each financial year under the relevant concessions, thus reducing the risk of income fluctuations resulting from traffic pattern changes.
As of March 31, 2025, DBL has a portfolio of 55 BOT projects, of which 43 have been completed and the remaining 12 projects are under-construction. The 43 completed BOT projects include projects undertaken on hybrid annuity basis, toll basis, annuity basis and annuity plus toll basis. The 12 under construction BOT projects are all being undertaken on a hybrid annuity basis.
DBL has divested 24 BOT projects by way of share acquisition cum shareholders agreements entered into with Shrem Roadways Private Limited, Shrem Tollway Private Limited and Shrem Infraventure Private Limited (individually the "Shrem 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 Infrastructure III Pte Limited (Cube).
The Company along with its wholly owned subsidiary "DBL Infra Assets Private Limited" ("DIAPL") have executed a nonbinding term sheet, with Shrem lnvlT" (an infrastructure investment trust) registered under Indian Trust Act 1882 with Securities and Exchange Board of India) on 21 January 2022, for transferring their investment in equity share capital and promoters unsecured loan in respect of 10 subsidiary companies (Hybrid Annuity Model ("HAM") projects).
The Company along with its wholly owned subsidiary companies had executed a non-binding term sheet, with Alpha Alternatives Holdings Private Limited and its associates" on
01 November 2023, for transferring their investment (Equity share capital/unsecured loan/Non-convertible Debenture) in respect of 18 wholly owned subsidiary companies (Hybrid Annuity Model ("HAM") projects)
Investment in Alpha Alternatives Infrastructure fund
Alpha Alternatives Infrastructure Fund ("the Fund"), a Category II Alternative Investment Fund (AIF) registered with the Securities and Exchange Board of India (SEBI) is focused on investments in national and state highway assets, including operational, under-construction, and distressed projects, with a strong emphasis on generating long-term, risk-adjusted returns. The Fund is managed by a team of experienced professionals and operates under a transparent and compliant governance structure, including SEBI registration and oversight.
During the financial year ended 31st March 2025, the Company invested H 14,920.00 Lakhs in units of the Alpha Alternatives Infrastructure Fund. Consequently, 1,49,19,254 units were allotted to the Company. This investment forms a part of the Companys long-term strategic partnership with Alpha Alternatives Holding Private Limited for the development, financing, and monetization of road infrastructure assets across India. The collaboration is being executed through an Infrastructure Investment Trust (InvIT) platform known as Anantam Highways Trust, which has been established to facilitate value unlocking of select road projects, particularly Hybrid Annuity Model (HAM) assets.
Through this investment, your Company aims to achieve the dual objectives of value realization from mature infrastructure assets and strategic portfolio diversification. It also reflects the Companys commitment to disciplined capital allocation and partnering with reputed institutional fund managers to drive sustainable growth and enhanced shareholder value.
Divestment of Equity Share Investment to Alpha Alternatives Holdings Private Limited (AA) and its Associates/Affiliates.
The company Dilip Buildcon Limited along with its wholly owned subsidiary company "DBL Infraventures Private Limited ("DIPL") have entered into a non-binding Term Sheet with Alpha Alternatives (AA) (an Indias prominent multi-asset class alternatives asset management platform known for innovative risk-return solutions and specializes in various asset classes such as Infrastructure, Equities, Private Credit, Fixed Income, Real Estate, and more, focusing primarily on alpha creation) and its associates on November 01, 2023, for divestment of 26% equity investment (share capital/unsecured loan/ non-convertible debenture) for 18 Special Purpose Vehicals (SPVs) of Hybrid Annuity Model (HAM) Projects at an estimated consideration of H1,55,000 Lakhs with an ultimate aim to setup a joint Public/Privately Listed InvIT. The divestment of 26% equity investment to AA and/or its associates/affiliates will be completed in a progressive manner after achievement of date of completion and receipt requisite No Objection from the Concessioning Authority (i.e. NHAI)/ Lenders.
The details of the Equity divestment made to AA and its associates/affiliates during the year under review and to the date of Board Report are as under:
S. No |
Name of the Company |
No. of Paid- up Shares | No. of shares Divested to AA and Its Associates/ Affiliates | % of shares transferred to AA and its Associates/ Affiliates | No. of shares held by DBL including Nominee Shares | % of shares held by DBL | Status of the Company as on 31.03.2025 |
1 |
Viluppuram Highways Limited |
224814 | 58452 | 26.00 | 114656 | 51.00 | Subsidiary Company |
2 |
Bangalore Malur Highways Limited |
862147 | 224159 | 26.00 | 439695 | 51.00 | Subsidiary Company |
3 |
Malur Bangarpet Highways Limited |
1154591 | 300194 | 26.00 | 588842 | 51.00 | Subsidiary Company |
4 |
Narenpur Purnea Highways Limited |
247990 | 64478 | 26.00 | 126475 | 51.00 | Subsidiary Company |
5 |
Poondiyankuppam Highways Limited |
158948 | 39721 | 24.99 | 82670 | 52.01 | Subsidiary Company |
6 |
Raipur-Visakhapatnam- CG-2 Highways Limited* |
579941 | 144927 | 24.99 | 435014 | 75.01 | Wholly Owned Subsidiary Company |
7 |
Mehgama-Hansdiha Highways Limited$ |
666117 | 154621 | 23.21 | 511436 | 76.79 | Wholly Owned Subsidiary Company |
* The Company (DBL) has transferred 144927 Equity shares to Build India Infrastructure Fund (Affiliate of AA) on July 02, 2025. As a result, Raipur-Visakhapatnam-CG-2 Highways Limited has become the subsidiary of the Company as on date of this report $ The Company (DBL) has transferred 154621 Equity shares to Build India Infrastructure Fund (Affiliate of AA)on July 02, 2025. As a result, Mehgama-Hansdiha Highways Limited has become the subsidiary of the Company as on date of this report
The details of the NCDs transferred to AA and Its Associates during the year under review are as under:
S. No |
Name of the Company |
No. of NCDs | No. of NCD Transferred to AA and Its Associates | No. of NCD held by DBL | % of NCD held by DBL |
| 1 | Repallewada Highways Limited | 740 | 193 | 377 | 50.95% |
| 2 | Dhrol Bhadra Highways Limited | 7557 | 1965 | 3854 | 51.00% |
| 3 | Bangalore Malur Highways Limited | 5513 | 1434 | 2811 | 50.99% |
| 4 | Malur Bangarpet Highways Limited | 6394 | 1663 | 3260 | 50.99% |
| 5 | Narenpur Purnea Highways Limited | 13233 | 3441 | 6748 | 50.99% |
Divestment of Equity Share Investment to DBL Infraventures Private Limited (Wholly Owned Subsidiary Company)
DBL Infraventures Private Limited (DIPL) is the wholly owned subsidiary of Dilip Buildcon Limited. The status of the divestment made to DIPL during the year as are as under:
S. No |
Name of the Company |
Beginning of the year no. shares held of the Company | During the year shares Divested to DIPL | % of shares held by the DIPL | % of shares held by the DBL | Status of the Company as on March 31, 2025 |
| 1 | Viluppuram Highways Limited | 224814 | 51706 | 23.00 | 51.00 | Subsidiary Company |
2 |
Narenpur Purnea Highways Limited |
247990 | 57037 | 23.00 | 51.00 | Subsidiary Company |
| 3 | Bangalore Malur Highways Limited | 862147 | 198293 | 23.00 | 51.00 | Subsidiary Company |
4 |
Malur Bangarpet Highways Limited |
1154591 | 265555 | 23.00 | 51.00 | Subsidiary Company |
5 |
Poondiyankuppam Highways Limited |
158948 | 36557 | 23.00 | 51.00 | Subsidiary Company |
6 |
Urga-Pathalgaon Highways Limited* |
455267 | 104712 | 23.00 | 77.00 | Wholly Owned Subsidiary Company |
7 |
Karimnagar-Warangal Highways Limited$ |
407220 | 93661 | 23.00 | 77.00 | Wholly Owned Subsidiary Company |
* The Company (DBL) has transferred 104712 Equity shares to AA on June 25, 2025. As a result, Urga-Pathalgaon Highways Limited has become the subsidiary of the Company as on date of this report. $ The Company (DBL) has transferred 93661 Equity shares to AA on June 25, 2025. As a result, Karimnagar-Warangal Highways Limited has become the subsidiary of the Company as on date of this report.
Status of Shareholding in SPVs Post Divestment to Shrem Group
The Company has signed an indicative term sheet with Chhatwal Group Trust or its Affiliates (SHREM) on August 24, 2017, with respect to divestment of its entire stake in your 24 SPVs.
Subsequently, the Share acquisition cum shareholder agreements in respect of these 24 SPVs was entered into on March 26, 2018, detailing the terms and conditions of the divestment.
Pursuant to the aforesaid arrangement, the Company continues to hold Class B category shares in the following SPVs, which carry no voting rights. The details of such non-voting shareholding as on March 31, 2025, are as follows:
Sr. No |
Name of Companies |
No. of shares held by DBL (Non-voting rights) | % of shares held by DBL in Total Paid Share Capital |
| 1 | DBL Nadiad Modasa Tollways 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 company "DBL Infra Assets Private Limited" ("DIAPL") have entered into a non-binding term sheet, with Shrem lnvlT" (an infrastructure investment trust, registered under Indian Trust Act 1882 with Securities and Exchange Board of India) on 21 January 2022 for divestment of 100% equity investment (share capital/unsecured loan/ non-convertible debenture) for 10 Special Purpose Vehicles (SPVs) of Hybrid Annuity Model (HAM) Projects at an estimated consideration of H2,34,900.00 lakhs. The divestment of equity investment in 10 SPVs (100% in 9 SPVs and 49% in 1 SPV) to Shrem lnvlT has been completed in a progressive manner after achievement of date of completion and receipt of requisite No Objection from the Concessioning Authority (i.e., NHAI)/ Lenders.
During the Financial year ended March 2025, entire equity investment in DBL Pathrapalli-Katghora Highways Private Limited transferred to Shrem InvIT against aggregate cash consideration of H 3,752.00 lakhs wherein the Company has earned a profit of H 1,931.80 lakhs which is disclosed as exceptional item in the statement of Profit and Loss. Accordingly, DBL Pathrapalli-Katghora Highways Private Limited ceased to be subsidiary company of Dilip Buildcon Limited.
Our Order Book:
Our total order book was J 14,92,270 Lakhs as of March 31, 2025.
The following table sets forth the breakdown of our order book as of March 31, 2025 by geographical areas:
State |
No. of Projects | Outstanding Order Value (J in Lakhs) | % of out- standing order value |
| Jharkhand | 5 | 3,21,560 | 21.55% |
| Odisha | 2 | 2,37,140 | 15.89% |
| Gujarat | 3 | 1,87,950 | 12.59% |
| Madhya Pradesh | 7 | 1,45,230 | 9.73% |
| Kerala | 1 | 1,13,640 | 7.62% |
| Jammu & Kashmir | 1 | 96,420 | 6.46% |
| Andhra Pradesh | 4 | 80,990 | 5.43% |
| Karnataka | 3 | 59,370 | 3.98% |
| Uttarakhand | 1 | 50,760 | 3.40% |
| Goa | 1 | 45,890 | 3.08% |
| Rajasthan | 2 | 44,360 | 2.97% |
| Tamil Nadu & Puducherry | 2 | 41,190 | 2.76% |
| Telangana | 1 | 34,050 | 2.28% |
| Himachal Pradesh | 1 | 18,310 | 1.23% |
| Chhattisgarh | 1 | 15,410 | 1.03% |
Total |
14,92,270 | 100.00 % |
Awards
Your directors are pleased to inform that your Company has received various awards and recognitions. For more details, kindly refer Awards & Recognitions section of this Annual report.
Management Discussion and Analysis
The Management Discussion and Analysis for the year under review as stipulated under the SEBI (LODR) Regulations, 2015 form part of this Annual Report.
Particulars of loans, guarantees, security and Investment
Your company is an Infrastructure Company and being engaged in the business of developing and providing infrastructural facilities, falls within the ambit of companies to which certain exemptions are provided under Section 186 of the Act.
In line with the provisions of Section 186(11) of the Companies Act, 2013, the Company is exempted from the applicability of Section 186, except for sub-section (1), which mandates that no company shall make investment through more than two layers of investment companies.
However, the Company has given loans, provided guarantees & securities and made investments within the limit provided under section 186 and other applicable provisions of the Companies Act, 2013, details which are set out in the Notes forming part of the financial statements of the Company.
Consolidated Financial Statements
The Audited Consolidated Financial Statements for the Financial Year ended March 31, 2025 have been prepared based on the financial statements received from Subsidiaries as approved by their respective Board of Directors and are in accordance with relevant Indian Accounting Standards/Ind AS issued by the Institute of Chartered Accountants of India and forms an integral part of this Annual Report.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries Companies is given in Form AOC-1 and forms an integral part of this Annual Report.
Corporate Governance Report
The Corporate Governance Report pursuant to the SEBI (LODR) Regulations, 2015 as applicable for the year under review, forms part of this Annual Report.
Change in the nature of business, if any
During the year under review, there is no change in the nature of business of the Company.
Share Capital a) Change in the capital structure of the Company.
Equity Share capital
During the financial year under review, there was no change in the paid-up share capital of the Company.
However, subsequent to the closure of the financial year 2024-25, the Company allotted 15390510 and 839352 equity shares on June 13, 2025 and June 18, 2025 respectively aggregating to 16229862 (One Crore Sixty-Two Lakhs Twenty Nine Thousand Eight Hundred Sixty Two) equity shares of face value H 10/- each at a premium of H 318.05/- per share, pursuant to the conversion of
warrants issued on a preferential basis to non-promoter entities in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and applicable provisions of the Companies Act, 2013.
Consequent to the above allotment, the paid-up share capital of the Company, has been increased from H 1,46,21,49,710/- (One Hundred Forty -Six Crores Twenty-
One Lakhs Forty -Nine Thousand Seven Hundred Ten Only) divided into 146214971 (Fourteen Crores Sixty-Two Lakhs Fourteen Thousand Nine Hundred Seventy-one only) Equity Shares of face value of H 10/- each to H 1,62,44,48,330/- (Rupees One Hundred Sixty-Two Crores Forty-Four Lakhs Forty-Eight Thousand Three Hundred Thirty Only) divided into 162444833 (Sixteen Crores Twenty-Four Lakhs Forty-Four Thousand Eight Hundred Thirty Three) equity shares of H 10/- each.
Further, there was no change in the authorised share capital of the Company during the year under review. The authorised share capital remains at H 1,80,00,00,000/-
(Rupees One Hundred Eighty Crores only) divided into 180000000 (Eighteen Crores) equity shares of H 10/- (Rupees Ten only) each.
Warrants
Pursuant to the resolutions passed by the Shareholders on November 30, 2023, approving the proposed preferential issue of convertible warrants, the company has allotted 16229862 warrants on December 21, 2023 at issue price of H 328.05/-
(including premium of H318.05/-) convertible into or exchangeable for 1 (one) equity share of the company having face value of H 10/- each (rupees ten only) per equity share aggregating to H5,32,42,06,229.10 (Rupees Five Hundred And Thirty Two Crores Forty Two Lakhs Six Thousand Two Hundred Twenty Nine and Ten Paise), to the following non-promoter (Non-QIB) entities on receipt of 25% of the total consideration, i.e.H1,33,11,73,281.24 (Rupees One Hundred And Thirty Three Crores Eleven Lakhs Seventy Three Thousand Two Hundred Eighty One And Twenty Four Paise Only) with the remaining 75% of the total consideration payable on exercise and conversion of the warrants.
Sr. No. |
Name of Allottees |
Category | Number of Warrants allotted | Consideration received as on date of allotment (being 25% of the Total Consideration) (in J) |
a. |
Alpha Alternatives Financial Services Private Limited (formerly known as Provincial Finance and Leasing Co Private Limited) |
Non-Promoter | 1624611 | 13,32,50,594.22 |
| b. | Helium Services LLP | Non-Promoter | 11356030 | 93,14,21,580.60 |
| c. | Quanterra Stratergies LLP | Non-Promoter | 2599377 | 21,32,00,901.54 |
| d. | Spectrum Edge LLP | Non-Promoter | 649844 | 5,33,00,204.88 |
Total |
16229862 | 1,33,11,73,281.24 |
AsonMarch31,2025outstandingwarrantswere16229862.
However, Subsequent to the closure of the financial year the above allottees exercised the option to convert the said warrants into equity shares and remitted the balance consideration. Accordingly, the Company allotted 15390510 and 839352 equity shares on June 13, 2025 and June 18, 2025 respectively aggregating to 16229862 equity shares against conversion of entire warrants.
As on the date of this Report, there are no outstanding warrants.
General Disclosures
A. Duringtheyearunderreview,theCompanyhasnotentered 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 Corporate Insolvency Resolution Process initiated by and against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC).
10. There is no one time settlement of loans taken from banks and financial Institution.
11. The details with respect to unpaid dividend for the financial year 2017-18, 2018-19, 2019-20, 2020-21, 2021-22, 2022-23 and 2023-24 can be accessed at website of the Company and the weblink is provided in Corporate Policies/weblinks sections of Corporate Governance Report.
B. Transfer of Unclaimed Dividend/Unpaid Dividend and Shares to IEPF
In accordance with the provisions of Section 124 (5) and 124 (6) of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has undertaken the necessary actions related to the transfer of unclaimed dividends and corresponding shares to the Investor Education and Protection Fund (IEPF) established by the Central Government.
During the financial year ended on March 2025, the Company transferred an amount of H 2,88,217, being the unpaid/unclaimed dividend for the financial year 2016–17, to the IEPF Account, after completion of the statutory period of seven years from the date of declaration.
Further, in accordance with Section 124(6), the Company has transferred 148 equity shares, belonging to four shareholders, to the demat account of the IEPF Authority, as the dividend on these shares has not been claimed for seven consecutive years or more and no communication has been received from the concerned shareholders.
The details of such shareholders, the unclaimed dividend amounts, and corresponding shares to be transferred have been made available on the Companys website in compliance with the applicable rules and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.
C. Compliance with Secretarial Standard:
The Company has formulated proper framework to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such frameworks are adequate and operating effectively and efficiently.
Reserves
During the financial year ended 31st March 2025, the Board of Directors has not transferred any amount to any specific reserves out of the profits available for appropriation. The entire amount of profit after declaration of dividend has been retained in the Retained Earnings, which forms part of the shareholders funds, to strengthen the financial position of the Company and support its ongoing and future business plans.
Material Changes and Commitments, affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relates and the date of the report
Except for the matters stated below, there have been no other material changes or commitments, which have occurred between the end of the financial year and the date of this Report that could have a significant impact on the financial position of the Company:
a. Increase in Paid-up Share Capital
The paid-up equity share capital of the Company has increased from H 1,46,21,49,710/- (146214971 Equity
Shares of H 10/- each) To H 1,62,44,48,330/- (162444833 shares of H10/- each) pursuant to conversion of 16229862 convertible warrants into equity shares.
b. Divestment of Equity Share Investment in wholly owned subsidiaries and/ subsidiary companies:
Details of changes in the structure of wholly owned subsidiaries and/ subsidiary companies involving transfer of shareholding detailed in relevant section of the Board Report.
Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements
The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Board is of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the 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 instituted an inhouse team comprising Chartered Accountants and Engineers who helps management for regular reviewing the adequacy of Internal Control system and carrying their periodic testing. The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy, Policy to determine Material Subsidiaries, Group Governance Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.
The Company has the SAP HANA-ERP which gives us the integrated business operations platform covering all business functions & departments to execute our projects and provides strong checks & controls in all business functions.
This automated & zero error ERP has resulted into accuracy & efficiency which provides strong internal financial control system. The company has Internal Financial Control Policy and it can be accessed at website of the Company and the weblink is provided in Corporate Policies/weblinks sections of Corporate Governance Report.
Internal Audit
The Company has instituted an Independent internal audit & compliance (IAC) team consisting of Chartered Accountants, Certified Internal Auditors and Engineers from various disciplines. IAC also takes services from external firm M/s RSM Astute Consulting Pvt Ltd for conducting internal audits of the companys various project sites and corporate functions.
The theme of the IAC team is to develop automated internal controls, create control managers for frequent testing of Internal Financial Control (IFC), sustainable implementation of best practices and independent testing of designed controls.
The Head of IAC reports to the senior management and to maintain its objectivity and independence, the Internal Audit Function also reports to the Chairman of the Audit committee. The staff of IAC are rotated periodically to have a holistic view of the entire operations and share the findings and good practices. The Company being predominantly a project-oriented Company, IAC emphasizes a risk-based focus areas in project audits.
Every year, IAC reviews the Audit Universe which is an exhaustive list of businesses, functions, activities and locations across the Company. The yearly plan, then details out the scope and coverage of audits proposed for the year and it is ensured that, on an average, all operations in the Audit Universe gets into an audit coverage, at least once in 2 years. The IAC team has its office in Bhopal Headquarter. From time to time, the Companys systems of internal controls covering financial, operational, compliance, IT applications, etc. are also reviewed. Presentations are made to the Audit Committee, on the findings of such reviews.
Details of Subsidiary and Associate Companies
a) Incorporation of New Subsidiary Companies
During the year under review and to the date of this report, the following 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 | Dharmapuri-Salem Thoppur Ghat Limited | 07.04.2024 | Wholly owned subsidiary |
The Policy for determining material subsidiary company as approved, can be accessed on the Companys website and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.
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 as on April 01, 2024 of shares held by DBL* | No. of Shares allotted/ acquired during the year by DBL | No. of shares transfer by DBL | Closing balance as on March 31, 2025 of shares held by DBL* |
1. |
Sannur Bikarnakette Highways Limited |
Equity |
632453 | 85160 | - | 717613 |
2. |
Zuari Observatory Towers Limited |
Equity |
100000 | 1990 | - | 101990 |
3. |
Poondiyankuppam Highways Limited |
Equity |
158948 | - | 76278 | 82670 |
4. |
Bangarupalem Gudipala Highways Limited |
Equity |
252378 | 76392 | - | 328770 |
| 5. | Dhrol Bhadra Highways Ltd | Equity | 141427 | - | - | 141427 |
| 6. | Viluppuram Highways Limited | Equity | 224814 | - | 110158 | 114656 |
7. |
Narenpur Purnea Highways Limited |
Equity |
126479 | 121511 | 121515 | 126475 |
8. |
Dodaballapur Hoskote Highways Limited |
Equity |
142047 | - | - | 142047 |
9. |
Repallewada Highways Limited |
Equity |
400734 | - | - | 400734 |
10. |
Bangalore Malur Highways Limited |
Equity |
862147 | - | 422452 | 439695 |
11. |
Siarmal Coal Mines Private Limited |
Equity |
487374 | 116376 | - | 603750 |
12. |
Malur Bangarpet Highways Limited |
Equity |
1154591 | - | 565749 | 588842 |
13. |
Raipur-Visakhapatnam-Cg-2 Highways Limited |
Equity |
395738 | 184203 | - | 579941 |
14. |
Maradgi S Andola- Baswantpur Highways Limited |
Equity |
486694 | 53914 | - | 540608 |
15. |
Mehgama-Hansdiha Highways Limited |
Equity |
474307 | 144426 | - | 618733 |
16. |
Urga-Pathalgaon Highways Limited |
Equity |
363921 | 91346 | - | 455267 |
17. |
Karimnagar-Warangal Highways Limited |
Equity |
357170 | 50050 | - | 407220 |
18. |
Bengaluru – Vijayawada Expressway Package-4 |
Equity |
204798 | 128047 | - | 332845 |
19. |
Bengaluru – Vijayawada Expressway Package-1 |
Equity |
184985 | 91917 | - | 276902 |
20. |
Bengaluru – Vijayawada Expressway Package-7 |
Equity |
298899 | - | - | 298899 |
21. |
Dharmapuri-Salem Thoppur Ghat Limited |
Equity |
- | 445689 | - | 445689 |
*Inclusive of nominee shares.
c) Statement of the Subsidiaries & Associates
During the Financial year under review, entire equity investment in DBL Pathrapalli-Katghora Highways Private Limited is transferred to Shrem InvIT. Accordingly, the DBL Pathrapalli-Katghora Highways Private Limited ceased to be Subsidiary company of Dilip Buildcon Limited.
AsonMarch31,2025,aspertheshareholdinginothercompanies,yourCompanyhas32(Thirty-Two)IndianSubsidiaryCompanies.
Except one company i.e. DBL Infra Assets Private Limited, whose NCDs (Non-Convertible Debentures) are listed on BSE Limited under the provisions of SEBI (LODR) Regulation, 2015, all other aforesaid Companies are un listed companies.
There has been no change in the nature of business activities of any subsidiary, except Zuari Observatory Towers Limited, a wholly owned subsidiary, where the object was amended to include hospitality and tourism services, food and beverage manufacturing and distribution, and various travel, entertainment, and retail-related businesses, in addition to its existing objects on infrastructure development related to the Zuari Bridge.
In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statements of the Company and all its Subsidiaries, which is forming part of the Annual Report. As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement, containing the salient features of the financial statements of the Subsidiaries, has been prepared in Form AOC-1 and the same is annexed to this Annual Report.
In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Board Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report. Further, as per fourth proviso of the said section, Audited Financial Statements of each of the Subsidiary/ Associate company(ies) have also been placed on the website of the Company.
Shareholders interested in obtaining a copy of the Audited Financial Statements of the Subsidiary(ies) may write to the Company Secretary of the Company.
d) Performance and financial position of each of the subsidiaries/Associates is provided as part of notes to the consolidated financial statements.
A. Wholly Owned Subsidiaries
(a) HAM Projects
Sannur Bikarnakette Highways Limited (SBHL)
Bangarupalem Gudipala Highways Limited (BGHL)
Raipur-Visakhapatnam-CG-2 Highways Limited (RVCGHL)
Maradgi S Andola-Baswantpur Highways Limited (MABHL)
Mehgama-Hansdiha Highways Limited (MHHL)
Urga-Pathalgaon Highways Limited (UPHL)
Karimnagar-WarangalHighwaysLimited(KWHL)
Bengaluru-Vijayawada Expressway Package-1 Limited (BVEP-1L)
Bengaluru-Vijayawada Expressway Package-4 Limited (BVEP-4L)
Bengaluru-Vijayawada Expressway Package-7 Limited (BVEP-7L)
Dharmapuri-Salem Thoppur Ghat Limited
(DSTHL)
(b) Manufacturing Companies
Jalpa Devi Engineering Private Limited (JDEPL)
Deevin Seismic Systems Private Limited (DSSPL)
Bhavya Infra & Systems Private Limited (BISPL)
(c) Mining
DBL-Siarmal Coal Mines Private Limited
(DSCMPL)
(d) Others
DBL Infra Assets Private Limited (DIAPL)
DBL Infratech Private Limited (DITPL)
DBL Infraventures Private Limited (DIVPL)
DBL Infradevelopers Private Limited (DIDPL)
Bhopal Redevelopment Realty Private Limited (BRRPL)
DBL Transmission Private Limited (DTPL)
Zuari Observatory Towers Limited (ZOTL)
B. Subsidiary Companies
(a) HAM Projects
Narenpur Purnea Highways Limited (NPHL)
Repallewada Highways Limited (RHL)
Dhrol Bhadra Highways Limited (DBHL)
Viluppuram Highways Limited (VHL)
Dodaballapur Hoskote Highways Limited (DHHL)
Poondiyankuppam Highways Limited (PHL)
Bangalore Malur Highways Limited (BMHL)
Malur Bangarpet Highways Limited (MBHL)
(b) Mining
DBL-VPR Mining Private Limited (DVMPL)
DBL Pachhwara Coal Mine Private Limited
(DPCMPL)
Auditors and Auditors Report
Statutory Auditors and their Report
M/s M K Dandeker & Co. LLP, Chartered Accountants, Chennai (ICAI Firm Registration No: 000679S / S000103), were appointed as a Statutory Auditor of the Company for a term of 5 years at the 16th Annual General Meeting held on September 30, 2022.
M/s M K Dandeker & Co. LLP, Chartered Accountants, have audited the books of accounts of the Company for the financial year ended March 31, 2025 and have issued the Auditors 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 Record, Cost Auditors and their Report
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2025 and has been carrying out audit of Cost Records every year. The Board of Directors, on the recommendation of Audit Committee, has appointed M/s Yogesh Chourasia & Associates, Cost Accountants, Bhopal (ICWAI Firm Registration No. 000271), as Cost Auditors of the Company for conducting the Cost Audit of the Company for the Financial Year 2024-25. As required under the Companies Act, 2013, a resolution seeking members ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting. The Company has already filed the Cost Audit Report for the Financial Year 2023-24 with the Central Government. The Cost
Audit Report for the Financial Year 2024-25 does not contain any qualification, reservation or adverse remark. The Company has obtained Cost Audit Report for the year 2024-25 and is in the process of filing the same with the Central Government.
Secretarial Auditors and their Report
Secretarial Audit Report for the Financial Year 2024-25 issued by M/s Amit Kumar Jain & Associates, Practicing Company Secretaries, Bhopal (Firm Registration No. S2006MP090300) in Form MR-3 is annexed to the Boards Report as Annexure-1 and is self-explanatory and do not call for any further explanation of the Board.
Internal Auditors and their Report
As per the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s RSM Astute Consulting Private Limited, Mumbai as an Internal Auditors to conduct internal audit of the Company for the Financial Year 2024-25.
The Internal Audit Reports for all four quarters of the Financial Year 2024–25 were reviewed and submitted to the Audit Committee and subsequently placed before the Board of Directors at their respective meetings.
Annual Return
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for Financial Year 2024–25 is uploaded on the website of the Company and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.
Conservation of energy, technology absorption and foreign exchange earnings and outgo:
The particulars as required to be furnished for the year 2024-25 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 | |
(ii) |
the steps taken by the Company for utilizing alternate sources of energy; |
manufacturing facility, the Operations of the Company are not energy intensive. However, |
|
(iii) |
the capital investment on energy conservation equipments |
the Company always focuses on conservation of energy, wherever possible. |
|
(B) |
Technology absorption |
||
| (i) | the efforts made towards technology absorption |
During the year the Company has not spent any | |
(ii) |
the benefits derived like product improvement, cost reduction, product development or import substitution; |
amount towards research and developmental activity. |
|
(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 |
|||
(c) 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 |
Inflow Out Flow (H 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 1,972.24 |
||
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.
Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the applicable rules made thereunder, the details of the Board of Directors and Key Managerial Personnel (KMP) of the Company During the year under review are as follows:
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 Managing Director |
12.06.2006 | - | - | 00039944 |
| 2 | Mr. Devendra Jain | Managing Director & CEO | 01.04.2009 | - | - | 02374610 |
3 |
Mr. Ashwini Verma |
Independent Director |
05.08.2014 | Tenure Completion | 04.08.2024 | 06939756 |
4 |
Dr. Amogh Kumar Gupta |
Independent Director |
05.08.2014 | Tenure Completion | 04.08.2024 | 06941839 |
5 |
Mr. Satish Chandra Pandey |
Independent Director |
23.01.2015 | Tenure Completion | 22.01.2025 | 07072768 |
| 6 | Mr. Vijay Chhibber | Independent Director | 28.02.2017 | - | - | 00396838 |
| 7 | Mr. Malay Mukherjee | Independent Director | 13.02.2018 | - | 02272425 | |
8 |
Ms. Ratna Dharashree Vishwanathan |
Woman Independent Director |
30.03.2019 | - | - | 07278291 |
| 9 | Mr. Alok Verma$ | Independent Director | 22.01.2025 | Appointment | - | 1091567 |
10 |
Mr. Sanjay Kumar Bansal |
President -Finance & Chief Financial Officer |
31.05.2022 | - | - | A********E |
11 |
Mr. Abhishek Shrivastava |
Company Secretary & Compliance Officer |
23.01.2015 | - | - | A********Q |
$ appointed as an Additional Non-Executive Director in the category of Independent Director with effect from January 22, 2025, by the Board of Directors and his appointment was subsequently approved by the shareholders at the Extra-Ordinary General Meeting held on March 20, 2025, for a first term of five (5) consecutive years, i.e., from January 22, 2025 to January 21, 2030.
a) Directors seeking appointment/re- appointment
In terms of the provisions of the Companies Act, 2013, Mr. Devendra Jain (02374610), Managing Director of the Company will retire by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.
In case of appointment/re-appointment of Directors, the details of respective Directors as stipulated under Regulation 36(3) of the Listing Regulations are included in the Notice of Annual General Meeting.
b) Appointment of Directors
Mr. Alok Verma (DIN: 10915677) was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company for a term of five consecutive years with effect from January 22, 2025 up to January 21, 2030. His appointment was approved by the shareholders at the Extra-Ordinary General Meeting held on March 20, 2025 conducted by remote e-voting process.
Considering the skills, knowledge and expertise of Mr. Alok Verma (DIN: 10915677) in fields of judiciary for over three decades, Expertise in Regulatory and Legal Affairs, Experience in Governance and Vigilance appointment, Dispute Resolution and Mediation Expertise, Corporate and Compliance Knowledge, Independent and Impartial Decision-Making, his appointment as an independent director is of immense benefit to the Company.
In terms of the provisions of rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines that the independent director so appointed hold highest standards of integrity and possess necessary expertise and experience.
c) Retirement of Directors
During the year under review, the following Independent Directors retired from the Board upon completion of their second and final term in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
Mr. Ashwini Verma (DIN: 06939756) completed his tenure on August 4, 2024;
Dr. Amogh Kumar Gupta (DIN: 06941839) completed his tenure on August 4, 2024; and
Mr. Satish Chandra Pandey (DIN: 07072768) completed his tenure on January 22, 2025.
The Board of Directors and the Management of the Company expressed deep appreciation and gratitude to the aforesaid directors for their extensive contribution and stewardship.
d) Women Independent Director
Ms. Ratna Dharashree Vishwanathan (DIN: 07278291) was appointed as Woman Independent Director on the Board as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
e) Independent Directors and their Declaration
As on March 31, 2025, the Company is having 4 (Four) Independent Directors which are in accordance with the requirement of the SEBI (LODR) Regulations, 2015 as well as under the Companies Act, 2013.
The terms and conditions of appointment of the Independent Directors are placed on the website and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.
All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 read with Section 149(6) of the Companies Act, 2013. As per the SEBI (LODR) Regulations 25 (8) states that every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, or whenever there is any change in the circumstances which may affect his status as an independent director, submit a declaration that he meets the criteria of independence as provided in clause of sub-regulation (1) of regulation 16 and that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence and the board of directors of the company shall take on record the declaration and confirmation submitted by the independent director under sub-regulation (8) after undertaking due assessment of the veracity of the same.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (Including the proficiency of the independent director as ascertained from the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs notified under sub-section (1) of section 150 of the Companies Act, 2013 and are the persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and the Rules made thereunder.
The Independent Directors have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs. As per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have passed or are exempted from undertaking the online proficiency self-assessment test. These confirmations have been placed before the Board. None of the Independent Directors hold office as an Independent Director in more than seven listed companies as stipulated under Regulation 17A of the Listing Regulations. The maximum tenure of Independent Directors is determined in accordance with the Act and rules made thereunder, in this regard, from time to time.
f) Programme for familiarization of Directors
The Company conducts familiarization programme for all the directors at the time of their appointment and also at regular intervals to enlighten the directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company etc. The details regarding the familiarization programme conducted during the year are put up on the website of the company and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.
Constitution of the Board of Directors and their Meetings
a) Constitution of the Board
The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 and Section 149 of the Companies Act, 2013. The Companys policy is to maintain optimum combination of Executive and Non-Executive Directors. As on March 31, 2025, the Company has 6 (Six) Directors. Out of the 6 (Six) Directors,
2 (Two) are Executive Directors and 4 (Four) are Non-Executive, Independent Directors.
Mr. Dilip Suryavanshi, Chairman & Managing Director and Mr. Devendra Jain, Managing Director & CEO of the Company, are the Promoters of the Company. The Members of the Board are highly qualified and having varied experience in their respective field and they assist the Board to discharge their functions from time to time.
c)
Considering the extensive experience and invaluable contributionsofMr.DilipSuryavanshi,ChairmanandManaging Director and Mr. Devendra Jain, Managing Director and Chief Executive Officer, towards the growth & success of the Company, both were re-appointed on the same designation for a further period of three years with effect from August 26, 2024 and Their re-appointments were duly approved by the shareholders through Special Resolutions passed at the Annual General Meeting held on September 24, 2024.
b) Meetings of the Board
The 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 4 (Four) times during the Financial Year 2024-25. The maximum interval between any two meetings did not exceed 120 days. The details of Board meetings held during the financial year 2024-25 are as follows:
S.No |
Date of Board Meeting |
Board Strength | No. of Directors Present |
| 1 | 10.05.2024 | 8 | 8 |
| 2 | 13.08.2024 | 6 | 6 |
| 3 | 13.11.2024 | 6 | 6 |
| 4 | 14.02.2025 | 6 | 6 |
Attendance of Directors at the Board Meetings and at the last Annual General Meeting (AGM)
Name of the Directors |
Number of board meetings during the year 2024-25 |
Whether attended last AGM | |
| Held | Attended | ||
| Mr. Dilip Suryavanshi | 4 | 4 | Yes |
| Mr. Devendra Jain | 4 | 4 | Yes |
| Mr. Ashwini Verma* | 4 | 1 | NA |
Dr. Amogh Kumar Gupta* |
4 | 1 | NA |
Mr. Satish Chandra Pandey# |
4 | 3 | Yes |
| Mr. Vijay Chhibber | 4 | 4 | No |
| Mr. Malay Mukherjee | 4 | 4 | No |
Ms. Ratna Dharashree Vishwanathan |
4 | 4 | Yes |
| Mr. Alok Verma$ | 4 | 1 | NA |
* Retired with effect from August 4, 2024. # Retired with effect from January 22, 2025. $ Appointed in the category of Independent Director with effect from January 22, 2025
Information available for the members of the Board
The Company ensures that the Board of Directors has access to timely, complete, and accurate information to enable informed and effective decision-making. In this regard, the Company places all relevant matters before the Board, including the minimum information required to be placed before the Board of Directors in compliance with the provisions of Regulation 17(7) read with Schedule II – Part A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
The Company regularly provides the following information to the Board and its Committees (if required):
Annual operating plans and budgets and any updates.
Capital budgets and any updates.
Quarterly results for the listed entity and its operating divisions or business segments
The Board has complete access to any other relevant information within the Company.
Financial results of the Company, its Subsidiaries;
Details of Material Subsidiary Companies;
Utilisation of Loan;
Minutes of meetings of the Board, Committees, resolutions passed by circulations and minutes of the meetings of the Board of Subsidiary Companies; compliance report pertaining to all laws applicable to the listed entity pursuant to regulation 17(3) of SEBI (LODR) regulations, 2015 for the quarter ended March 31, 2025;
Internal Audit Reports;
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.
d) Mechanism for Evaluation of Board, Committees, Chairperson and Individual Directors
The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, Committees, Individual Directors, CEO & MD and the Chairman has to be made. Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the 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 D.K. Jain, Practising Company Secretaries, was engaged to receive the responses of the Directors and consolidate/ analyse the responses. As per Section 134(3) read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the evaluation is done by the Independent Directors of the Board for the performance of the executive directors with specific focus on the performance and effective functioning of the Board and Individual Directors, areas of improvement for the Directors and for the aforesaid purpose, Independent Directors of the Company have conducted their separate meeting on July 29, 2025 The Board of Directors expressed their satisfaction with the evaluation process. Criteria for evaluation of Board is discussed in relevant sections of Corporate Governance Report.
Companys policy on remuneration of Directors, KMPs and other employees:
The Company has adopted a comprehensive Nomination and Remuneration Policy in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The policy aims to ensure a transparent and balanced approach in determining the remuneration of Directors, Key Managerial Personnel (KMPs), Senior Management, and other employees, based on performance, role complexity, industry benchmarks, and long-term objectives of the Company. While Executive Directors and KMPs remuneration includes a mix of fixed and performance-linked components, Non-Executive Directors are entitled to sitting fees and commission as permitted under applicable laws. The policy also outlines the criteria for appointment, performance evaluation, and succession planning to ensure leadership continuity and effective governance.
The Policy of the Company on remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) of the Companies Act, 2013, is available on the Companys website and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.
Governance codes a) Code of Business Conduct & Ethics
The Company has adopted Code of Conduct for Board of Directors and Senior Management ("the 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 and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.
b) Conflict of Interests
Each Director informs the Company on an annual basis about the Board and the Committee positions they occupies in other Companies including Chairmanships and notify changes during the year. The Members of the Board while discharging their duties, avoid conflict of interest in the decision-making process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.
c) Insider Trading Code
The Company has adopted a Code of conduct for prevention of Insider Trading ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, amended time to time (the PIT Regulations). This Code is displayed on the Companys website and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.
The code shall be applicable to the insiders of the Company which includes all insiders, designated persons and their immediate relatives, connected persons, fiduciaries and intermediaries and shall come into effect from the date of listing of equity shares of the Company on a Stock Exchange in India subsequent to an initial public offering of the equity shares of the Company. The Chief Financial Officer of the Company is the Compliance Officer for monitoring adherence to the said PIT Regulations.
The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. This Code is displayed is on the Companys website and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.
Further, pursuant to the amendments in SEBI (PIT) Regulations, 2018, the Company has also formulated Policy for Procedure of Inquiry in case of Leak of Unpublished Price Sensitive
Information and constituted an Enquiry Committee to take appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. The Policy is available on the Companys website and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.
The composition of Enquiry Committee for leak of Unpublished Price Sensitive information comprises of 3 (three) Members which include Managing Director, Chief Executive officer and Chief Financial Officer of the Company.
During the period under review, the Company has not received any complaints related to leak of Unpublished Price Sensitive information. No meeting was held during the financial year 2024-25.
Directors and Officers Liability Insurance (D&O)
Pursuant to Regulation 25(10) of the Listing Regulations, the Company has taken the Directors and Officers Liability Insurance (D & O Insurance) policy for all the Directors including Independent Directors of the Company for indemnifying them against any liability in respect of any negligence, default, misfeasance, breach of duty, or breach of trust for which they may be guilty in relation to the Company.
Committees of the Board
The Board of Directors has constituted various mandatory and other Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function Charters as per the applicable provisions. These Committees play an important role in the governance of the Company and overall management of day- to-day affairs. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. During the year under review, the Board has the following Committees:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility (CSR) Committee
5. Group Governance Committee
6. Risk Management
7. Enquiry Committee for leak of Unpublished Price Sensitive Information
8. BRSR & ESG Committee (Business Responsibility & Sustainability Reporting (BRSR) and Environment, Social and Governance (ESG) Committee)
9. Borrowing Committee
10. Business Development and Administration Committee 11. Lending & Investment Committee 12. IT Committee
13. InvIT Committee 14. Warrant Committee
15. Prevention of Sexual Harassment Committee
Details of composition, changes during the year, terms of reference and number of meetings held in Financial Year 2024-25 for the aforementioned committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been considered and accepted by the Board.
Corporate Social Responsibility (CSR)
CSR is commitment of the Company to improve the quality of life of the community and society at large and an initiative to assess and take responsibility for the 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.
Details of composition, changes during the year, terms of reference and number of meetings held in the Financial Year 2024-25 are given in the report on corporate governance which forms a part of this Report.
CSR policy was adopted by the Board on the recommendation of CSR Committee. As per the Rule 9 of Companies (CSR Policy) Rules, 2014, the Corporate Social Responsibility Policy is available on the website of the Company and the weblink is provided in Corporate Policies / Weblinks section of this report.
Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility policy) Rules, 2014 is prepared and same is annexed to the Boards Report as Annexure-2 of the Board Report.
Further, the Company at its Board meeting held on August 13, 2024, has approved the CSR funds of Rs. 335.85 Lakhs to be spent in the FY 2024-25. The Board has approved the allocation of CSR fund of Rs. 297.70 Lakhs for on-going projects under the CSR activities in its meeting held on August 13, 2024. The details of amount budgeted, spent and unspent are included in the said report i.e., Annexure-2 of the Board Report.
Particulars of contracts or arrangements with related parties referred to Section 188(1):
All transactions entered with Related Parties for the year under review were entered on 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.
As per the SEBI Listing Regulations, if any Related Party Transactions (‘RPT) exceeds H 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members approval. There were no material transactions of the Company with any of its related parties during the year in terms of Section 134 read with Section 188 of the Companies Act, 2013. Therefore, the disclosure of the
Related Party Transactions as required under Section 134(3(h) of the Act in Form AOC-2 is not applicable to the Company for FY25 and, hence, the same is not required to be provided.
As per the provisions of regulation 23 of SEBI (LODR), Regulation 2015, all Related Party Transactions and subsequent material modifications shall require prior approval of the audit committee of the listed entity. The Company has a process in place to periodically review and monitor Related Party Transactions. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the related party transactions were in the ordinary course of business and at 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 and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.
Related Party Disclosures
Disclosures of Loans and advances in the nature of loans to Subsidiaries/Associates/others by name and amount at the year end and the maximum amount of loans outstanding during the year has been disclosed in Notes 4 and 29 to the Standalone Financial Statements. The said disclosures are also given in the Financial Statements of Subsidiary/ Associate Companies.
Particulars of employees
Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, is annexed to the Boards report as Annexure-3.
Directors Responsibility Statement
Pursuant to the requirement under clause C of sub-section (3) of Section 134 of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Directors confirmed that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the profit of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the directors had prepared the annual accounts for the Financial Year ended March 31, 2025 on a going concern basis; e) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Internal Control System and their Adequacy
Your company has an effective internal control and risk- mitigation system, which are constantly appraised and assessed by an competent team who are closely worked under strategic director of senior management to strengthen the Internal Controls system. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The internal audit is entrusted to M/s RSM Astute Consulting Pvt Ltd, a global reputed consultancy firm. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.
Risk management
Risk management is embedded in your 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.
To institutionalize this approach, the Company has adopted a comprehensive Risk Assessment and Management Policy in compliance with Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of the SEBI (LODR) Regulations, 2015 to create and protect shareholders value by minimizing threats or losses and identifying and maximizing opportunities. The policy outlines different kinds of risks and risk mitigating measures to be adopted by the Board including a structured framework for identification, assessment, mitigation and monitoring of key business risks across strategic, operational, financial, legal, regulatory, environmental, and reputational domains. The Risk Management Committee (RMC), supported by the Chief Risk Officer (CRO) and Functional Heads, oversees the implementation and effectiveness of risk mitigation measures. Risks are documented and tracked in a detailed Risk Register, and the risk appetite is reviewed annually. Regular reporting to the Board and Audit Committee ensures effective oversight, while the policy encourages continuous improvement aligned with global risk management practices.
The Company has adequate internal control systems and procedures to combat the risk. The Risk Assessment and Management Policy is available on the Companys website and the weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.
Some of the risks that may arise to the Company are explained here:
(a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk interest rate risk, currency risk and other price risk such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings, trade and other payables, security deposit, trade and other receivables, deposits with banks etc. The 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 vendor development practices. The risk of price fluctuations in commodities is also mitigated to certain extent based on the price escalation clause included in the contracts with the customers.
Environment and Safety
The Company is conscious of the importance of clean environment and safe operations. The 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 Policy
The Prevention of Sexual Exploitation, Abuse and Harassment Committee has been formulated by the Board of Directors of the Company. The aim of the said policy to provide all employees a safe environment to work together having free from sexual exploitation, abuse and harassment. This policy envisages zero tolerance against Sexual Abuse, Exploitation and Harassment relating to all employees (permanent, temporary, contractual, part time, trainees, contractor and casual workers), and other individual, entities interacting with DBL. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The Company has zero tolerance for sexual exploitation, abuse and harassment at workplace. The status of complaints received, Disposed of and pending for more than 90 (Ninety) Days during the Financial Year 2024-25 are as under:-
Particulars |
Number of Complaints |
Number of complaints of sexual harassment received during the year |
0 |
Number of complaints disposed of during the year |
0 |
Number of complaints pending for more than ninety days |
0 |
Compliance under the Maternity Benefit Act, 1961
The Company is committed to upholding the rights and welfare of women employees in accordance with the provisions of the Maternity Benefit Act, 1961. During the financial year 2024–25, the Company has duly complied with the applicable provisions of the Act, including but not limited to providing maternity leave and benefits, ensuring a safe working environment for women employees. No instance of non-compliance under the said Act was reported during the year.
Cautionary Statement
Statements in this 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 Director & CEO |
| DIN: 00039944 | DIN: 02374610 |
| Place: Bhopal | |
| Date: July 29, 2025 |
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