Company initiatives and response to Covid-19 Situation

The COVID-19 pandemic has emerged as a global challenge, creating disruption across the world. The physical and emotional wellbeing of employees continues to be a top priority for the Company, with several initiatives to support employees and their families during the pandemic. The Company has invested in setting up Covid Care Centers at various project locations and has also extended counselling and self-help services providing mental & emotional support to employees. For more details, kindly refer page no. 39 of the Annual report.

Financial Performance

During the year under review, your Company reported a revenue increase of 2.5% over the previous year. At Standalone level, the Revenue from Operations amounted to ' 9,20,891.68 Lakhs as against ' 8,98,381.59 Lakhs in the previous year. The Profit before Tax amounted to ' 50,477.12 Lakhs as against ' 57,544.20 Lakhs in the previous year. The Net Profit for the year amounted to ' 31,929.30 Lakhs as against ' 42,497.51 Lakhs reported in the previous year and Total Comprehensive Income for the year amounted to ' 32,488.62 Lakhs as against ' 42,670.94 Lakhs in the previous year.

The Consolidated Revenue from Operations amounted to ' 10,16,828.20 Lakhs as against ' 9,72,488.65 Lakhs in the previous year, registering a growth of 4.6%. The Consolidated Profit before Tax amounted to ' 58,645.14 Lakhs as against ' 56,895.11 Lakhs in the previous year. The Consolidated Net Profit after Tax amounted to ' 43,654.61 Lakhs as against ' 40,541.61 Lakhs in previous year and Total Comprehensive Income for the year amounted to ' 44,213.94 Lakhs as against ' 40,719.84 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

Your Directors have recommended a dividend of ' 1/- (Rupee One) i.e. 10% per equity share of Face Value ' 10.00 (Rupees Ten only) each (previous year ' 1 per equity share i.e. 10% on the equity share of ' 10/- each) for the Financial Year 2020-21 subject to the TDS 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 Company's Register of Members and to those persons whose names appear as beneficial owners as per the details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. (CDSL) as on the date of book closure and shall be paid within the period of 30 days from the date of declaration at the Annual General Meeting.

Pursuant to Regulation 43A of the SEBI (LODR) Regulations,

2015, your company is falling under the top five hundred listed entities based on market capitalization and required to formulate a Dividend Distribution Policy. Due to changes in the SEBI (LODR) regulations, 2015, the Company at its Board

meeting held on August 14, 2021 has made certain amendments in the Dividend Distribution Policy. The Board has approved and adopted the amended Dividend Distribution Policy and the same is available on the Company's website at www.dilipbuildcon. com. The Policy is also annexed herewith as Annexure-1 to the Board's Report. The dividend pay-out is in accordance with the Company's Dividend Distribution Policy.

Business Operations:

Overview

DBL is a large road construction company with capabilities in roads, bridges, mining excavation, dams, canals, 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, 2021, DBL had completed the construction of 135 projects across 16 states in India, out of which 127 are road projects with an aggregate length of approximately 17,741.65 Lane kms. DBL's achievements are attributable to a combination of factors, including our ability to successfully execute our EPC projects earlier than scheduled. DBL's 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 Highways, 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. DBL's business comprises: (i) construction business, under which DBL undertake road, irrigation, airport, metro rail viaduct and mining excavation projects on an EPC basis; and (ii) infrastructure maintenance and operations business, under which DBL undertake maintenance and operation of BOT road projects.

As of March 31, 2021, DBL had an order book of ' 27,14,143 Lakhs, consisting of 8 road EPC projects, 21 road BOT projects, 3

irrigation project, 5 mining excavation projects, 5 special bridge projects, 3 tunnel project, 2 metro rail viaduct projects and 1 airport projects.

As of March 31, 2021, DBL owned a modern equipment fleet of 12,746 vehicles and other construction equipment from some of the world's leading suppliers, such as Schwing Stetter India Private Limited, Metso India Private Limited, Wirtgen India Private Limited, GMMCO Limited, Volvo Group India Private Limited, Atlas Copco India Limited, Ashok Leyland Limited, Sandvik Mining and Construction OY and Casagrande S P A . DBL is one of the largest employers in construction industry in India and employed 34,262 employees as of March 31, 2021.

Construction Business:Roads & Special Bridges:

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

EPC contracts and BOT contracts awarded. DBL has recognized revenue of ' 7,65,227 Lakhs and ' 7,78,313 Lakhs in the financial year 2020-21 and 2019-20 respectively. As of March 31, 2021, DBL has completed 127 road and bridge projects in 14 states. As of March 31, 2021, DBL has a total of 32 ongoing road and bridge projects in 12 Indian states and order book for these road and bridge projects amounted to ' 18,00,712 Lakhs, accounting for 66% of total order book.

Mining Projects:

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

business in the financial year 2015-16 to exploit core experience of bulk material handling and high-volume excavation and

earthwork and existing equipment, which DBL handled in roads and bridges construction business. As of March 31, 2021, DBL

has completed 3 mining excavation project and has 5 ongoing mining excavation projects. Order book for these mining excavation projects amounted to ' 4,03,027 Lakhs, accounting for 15% of total order book, as of March 31, 2021. DBL's revenue from the mining excavation business has decreased by 18% from ' 96,816 Lakhs in the financial year 2019-20 to ' 79,438 Lakhs in the financial year 2020-21.

Metro Rail Viaduct & Airports:

DBL diversified into metro rail viaduct business in the financial year 2018-19. DBL undertake the design and construction of

elevated viaducts for metro rail projects. As of March 31, 2021, DBL has 2 ongoing metro rail projects in Madhya Pradesh. Order

book for these metro rail viaduct projects amounted to ' 32,463 Lakhs, accounting for 1% of total order book, as of March 31, 2021.

DBL undertake the construction of airport, construct parallel taxi tracks. DBL has completed 1 airport project and has 1 ongoing airport project as on March 31, 2021. Order book for this airport project amounted to ' 38,445 Lakhs, accounting for 1% of our

total order book, as of March 31, 2021.

DBL recognized revenue of ' 27,982 Lakhs and ' 9,039 Lakhs from the Metros & Airport business for the financial years 202021 and 2019-20, respectively.

Irrigation:

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

DBL diversified into this business in the financial Year 2013-14 to

DIVESTMENT OF BOT PROJECTS Divestment to Shrem Entities

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

agreements with Shrem Roadways Private Limited, Shrem Tollways 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”).

As of March 31, 2021, out of the 24 BOT projects, DBL transferred

100.00% of its equity shareholding in 12 completed BOT project SPVs, 74.00% of its equity shareholding in 3 completed BOT

project SPV, 70.00% of its equity shareholding in 1 completed BOT project SPV, 49.00% of its equity shareholding in 7 completed BOT project SPV to the relevant Shrem Entity pursuant to these agreements. The remaining of DBL's equity shareholding in these BOT project SPVs and DBL's entire equity shareholding in the remaining 1 BOT project SPV will be transferred upon the completion of certain conditions contained in the agreements.

Our Order Book

Our total order book was ' 27,41,143 Lakhs as of March 31, 2021. The following table sets forth the breakdown of our order book as of March 31, 2021 by geographical areas:

Divestment to Cube

DBL has entered into share purchase and shareholder

agreements with Cube Highways and Infrastructure Pte Limited, dated August 31, 2019 pursuant to which DBL agreed to transfer its entire equity shareholding in 5 of the under-construction BOT project SPVs (the "Divestment). The DBL's equity shareholding will be transferred upon completion of conditions contained in the agreements.

Awards

Your Directors are pleased to inform that during the financial year 2020-21, your Company has received various awards and

recognitions. For more details, kindly refer page no. 8 of the Annual report.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review as stipulated under the SEBI (LODR) Regulations, 2015

is presented in a separate section forming part of this Annual Report.

Particulars of loans made, guarantees given, security provided and Investment made

As per Companies Amendment Act, 2017, Section 186(11) of the Companies Act, 2013, except Section 186(1), nothing 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 Nos. 3, 4 and 48 to the Standalone Financial Statements).

Consolidated Financial Statements

The Audited Consolidated Financial Statements for the Financial Year ended March 31, 2021, based on the financial statements received from Subsidiaries and Associates as approved by their respective Board of Directors, have been prepared in

accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an

integral part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of

Subsidiaries/Associate Companies is given in Form AOC-1 and

forms an integral part of this Annual Report.

Corporate Governance Report

The Corporate Governance Report pursuant to the SEBI (LODR) Regulations, 2015 as applicable for the year under review is presented in a separate section forming part of this Annual Report.

Change in the nature of business, if any

There is no change in the nature of business of the Company during the year under review.

SHARE CAPITAL AND NON-CONVERTIBLE DEBENTURES(a)    Change in the capital structure of the Company

During the period under review, there has been no change in the paid up share capital of the Company. However, the Company has allotted 9445203 Equity Shares of face value ' 10 each on April 26, 2021 to eligible qualified institutional buyers at the issue price of ' 540/- per Equity Share (including a premium of ' 530/- per Equity Share), aggregating to ' 5,10,04,09,620/-. Pursuant to the allotment of equity shares under the Qualified Institutional Placement process, the paid-up Equity Share capital of the Company stands increased from ' 1,36,76,97,680/-(Rupees One Hundred Thirty Six Crores Seventy Six Lakhs Ninety Seven Thousand Six Hundred Eighty only) divided into 136769768 (Thirteen Crores Sixty Seven Lakhs Sixty Nine Thousand Seven Hundred Sixty Eight only) equity shares of ' 10/- each to ' 1,46,21,49,710/- (Rupees One Hundred Forty Six Crores Twenty one lakhs Forty Nine Thousand Seven Hundred Ten Only) divided into 14,62,14,971 Equity Shares of face value ' 10 each. The Company has completed all the formalities like credit of shares in demat account of the QIBs, received the listing & trading permission from the Stock Exchanges and are eligible for trading on both the stock exchanges

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

which stand at ' 1,80,00,00,000/- (Rupees One Hundred Eighty Crores only) divided into 180000000/- (Eighteen

Crores) equity shares of ' 10/- (Rupees Ten only) each.

(b)    Status of Shares

As the members are aware, the Company's shares are compulsorily tradable in electronic form. Out of the total paid up capital representing 136769768 equity shares, the following equity shares of the Company are in dematerialised and physical form as on March 31, 2021:

(c) Issuance and allotment of the non-convertible

debentures of the Company

(i) Your Company had issued and allotted 6000 nonconvertible Debentures on December 28, 2017 in dematerialized form on a private placement basis, in the form of senior, secured, unlisted, rated,

redeemable, rupee denominated, having face value of ' 10,00,000/- (Rupees Ten Lakhs only) each, issued at par aggregating to ' 600.00 Crores (Rupees Six Hundred Crores only) bearing a coupon rate of 8.90%

p.a. payable semi-annually every year on December 28, 2017. The said debentures on private 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. Out of 13 series, the following 4 (four) series have been redeemed till September 30, 2020 .

After the redemption of 1800 unlisted NonConvertible Debentures, the Company had applied to BSE Limited for listing the remaining 4200 unlisted

Non-convertible debentures aggregating up to ' 420.00 Cr. The said debentures got listed with BSE Limited on September 23, 2020. Out of remaining 9 listed series , the following 3 (Three) series have been redeemed as on date of this report :

Currently the Company has balance 6 series with 2850 outstanding debentures aggregating to

' 285.00 Cr.

(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 ' 10,00,000/-(Rupees Ten Lakhs only) each at par aggregating to ' 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.

(iii)    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 ' 10,00,000/- (Rupees Ten Lakhs only) each at par aggregating to ' 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. The redemption to be done in 6 (Six) tranches. Out of 6 tranches, 2 tranches had been redeemed and the quantity of NCD reduced from 2000 to 1400 are as under :

Further as per SEBI circular No. SEBI/HO/MIRSD/CRADT/ CIR/P/2020/207 dated October 22, 2020 related to the

Contribution by Issuers of listed company or proposed

to be listed debt securities towards creation of "Recovery Expense Fund”. As per the said circular the listed company has shall deposit an amount equal to 0.01% of the issue size subject to maximum of ' 25 lakhs per issuer towards REF with the 'Designated Stock Exchange. Pursuant to the said circular our company had contributed Recovery Expense Fund of ' 6,45,000 (Rupees Six Lakhs Forty-Five Thousand Only) equal to 0.01% of the outstanding amount of debenture by way of Bank Guarantee in favor of BSE Limited. The intimation has been sent to the BSE Limited on March 26, 2021.

General Disclosures

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

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

2.    As per rule 4(4) 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.    Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or

commission from any of its subsidiaries.

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

except:

Your Company has received letter from National Stock Exchange of India Limited vide letter No. NSE/LIST-SOP/ REG-44/NOV/FINES/94135 dated November 06, 2019, stating that the stock exchange has imposed fine on the

Company for ' 10,000 plus GST for non-compLiance of the Regulation 44(3) of the SEBI (LODR) Regulations, 2015 i.e.

"The listed entity shall submit to the stock exchange, within forty-eight hours of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board."

Your Company has requested to the exchange to waive the fine levied but the exchange has not accepted our view and not withdrawn the fine.

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

Committee or the Board.

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

10.    The details with respect to unpaid dividend for the financial year 2017-18 , 2018-19 and 2019-20 can be accessed at www.dilipbuildcon.com

Reserves

As per Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014, the Company is required to create a Debenture Redemption Reserve for the purpose of redemption of debentures at the rate of 25% of the value of the outstanding debentures. The value of outstanding debenture being ' 600.00. Crores at year ending March 31, 2021, the debenture redemption reserve of ' 150 crores had been created and the equivalent amount had been transferred from 'Retained Earnings' to Debenture Redemption Reserve.

POSITION OF SHARES TRANSFERRED BY THE COMPANY TO SHREM ENTITIES

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

respect to divestment of its entire stake in your 24 SPV's. The Share acquisition cum shareholder agreements in respect of these 24 SPV's was entered into on March 26, 2018.

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

CHANGE IN THE CAPITAL STRUCTURE

The Company has allotted 9445203 Equity Shares of face value ' 10 each on April 26, 2021 to eligible qualified institutional

buyers at the issue price of ' 540/- per Equity Share (including a premium of ' 530/- per Equity Share), aggregating to ' 5,10,04,09,620/-.Pursuant to the allotment of equity shares under the Qualified Institutional Placement process, the paid-up Equity Share capital of the Company stands increased from ' 1,36,76,97,680/- (Rupees One Hundred Thirty Six Crores Seventy Six Lakhs Ninety Seven Thousand Six Hundred Eighty only) divided into 136769768 (Thirteen Crores Sixty Seven Lakhs Sixty Nine Thousand Seven Hundred Sixty Eight only) equity shares of ' 10/- each to ' 1,46,21,49,710/- (One Hundred Forty Six Crores Twenty one lakhs Forty Nine Thousand Seven Hundred Ten Only) divided into 14,62,14,971 Equity Shares of face value ' 10 each. The Company has completed all the formalities like credit of shares in demat account of the QIBs, received the listing & trading permission from the Stock Exchanges and are eligible for trading on both the stock exchanges

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

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

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

The Board of Directors of the Company have adopted various policies Like Related Party Transactions Policy, Vigil Mechanism Policy, Policy to determine Material Subsidiaries, 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.

c) Statement of the Subsidiaries & Associates

As on March 31, 2021, the Company has 40 Indian

Subsidiary & 4 Associate company(ies). There has been no change in the nature of business activities of any of the subsidiaries/Associates.

In accordance with Section 129(3) of the Companies Act,

2013,    the Company has prepared a Consolidated Financial Statements of the Company and all its Subsidiary/Associate Company (ies), which is forming part of the Annual Report. As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules,

2014,    a separate statement containing the salient features of the financial statements of the Subsidiary/Associate

Company(ies) is prepared in Form AOC-1 and the same is annexed to this Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Board's Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company, www.dilipbuildcon.com. Further, as per fourth proviso of the said section, Audited Financial Statements of each of the Subsidiary/Associate company(ies) have also been placed on the website of the Company, www. dilipbuildcon.com. Shareholders interested in obtaining a copy of the Audited Financial Statements of the Subsidiary/ Associate company(ies) may write to the Company Secretary at the Company's Registered Office.

Infrastructure III Pte Limited held in DCBHPL and the status

of DCBHPL is wholly owned subsidiary of the Company.

During the period under review, DCBHPL has achieved revenue from operations of ' 20965.94.Lakhs and has incurred Net Loss after Tax of ' 3042.33 Lakhs.

(v)    DBL Bangalore Nidagatta Highways Private Limited ("DBNHPL")

DBNHPL was incorporated as special purpose vehicle on March 23, 2018 to undertake the project of "Six-laning of Bangalore-Nidagatta, km 18.000 to km 74.20 0 of NH-275 in state of Karnataka to be executed on Hybrid Annuity Mode.” The Company (DBL) has not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DBNHPL and the status of DBNHPL is wholly owned subsidiary of the Company.

During the period under review, DBNHPL has achieved revenue from operations of ' 56519.75 Lakhs and has incurred Net Loss after Tax of ' 4460.86 Lakhs.

(vi)    DBL Anandapuram Anakapalli Highways Private Limited ("DAAHPL")

DAAHPL was incorporated as special purpose vehicle on March 26, 2018 for the purpose of project "Six Laning of

Anandapuram-Pendurthi- Anakapalli section of NH-5 (New NH-16) from Km. 681.000 (Existing Km. 681.000) to Km. 731.780 (Existing 742.400) (Design Length= 50.78 Km) in the State of Andhra Pradesh under Bharatmala Pariyojna on Hybrid Annuity Mode.” The Company (DBL) has not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DAAHPL and the status of DAAHPL is wholly owned subsidiary of the Company.

During the period under review, DAAHPL has achieved revenue from operations of ' 38488.27 Lakhs and has incurred Net Loss after Tax of ' 4443.40 Lakhs.

(vii)    DBL Gorhar Khairatunda Highways Private Limited ("DGKHPL")

DGKHPL was incorporated as special purpose vehicle on April 09, 2018, to undertake the project of "Six laning of Gorhar to Khairatunda section of NH-2 from km.320.810

to km. 360.300 in the state of Jharkhand to be executed on Hybrid Annuity mode.” The Company (DBL) has not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DGKHPL and the status

of DGKHPL is wholly owned subsidiary of the Company.

During the period under review, DGKHPL has achieved revenue from operations of ' 28208.25 Lakhs and has incurred Net Loss after Tax of ' 2420.69 Lakhs.

on Hybrid Annuity Mode.” The Company (DBL) has

not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DMHPL and the status

of DMHPL is wholly owned subsidiary of the Company.

During the period under review, DBCHPL has achieved revenue from operations of ' 25830.50 Lakhs and has incurred Net Loss after Tax of ' 1903.56 Lakhs

(xii)    DBL Sangli Borgaon Highways Private Limited ("DSBHPL")

DSBHPL was incorporated as special purpose vehicle on April 11, 2018 to undertake the project of "Four laning

of Sangli-Solapur (Package-I: Sangli to Borgaon) Section of NH-166 from existing Ch. Km. 182.195 to Ch. 219.956 (Design Ch. Km. 182.556 to Km. 224.000) of length 41.444 Km in the State of Maharashtra on Hybrid Annuity Mode.” The Company (DBL) has not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DSBHPL and the status of DSBHPL is wholly owned subsidiary of the Company.

During the period under review, DSBHPL has achieved revenue from operations of ' 25789.36 Lakhs and has incurred Net Loss after Tax of ' 2118.26 Lakhs.

(xiii)    DBL Borgaon Watambare Highways Private Limited ("DBWHPL")

DBWHPL was incorporated as special purpose vehicle on April 11, 2018 to undertake the project of "Four laning

of Sangli-Solapur (Package-II: Borgaon to Watambare) Section of NH-166 from existing Ch.Km. 219.956 to Ch.272.394 (Design Ch. Km. 224.000 to Km.276.000) of length 52.000 Km. in the State of Maharashtra on Hybrid Annuity Mode.” The Company (DBL) has not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DBWHPL and the status of DBWHPL is wholly owned subsidiary of the Company.

During the period under review, DBWHPL has achieved revenue from operations of ? 20644.40 Lakhs and has

incurred Net Loss after Tax of ' 2602.44 Lakhs

(xiv)    DBL Mangalwedha Solapur Highways Private Limited ("DMSHPL")

DMSHPL was incorporated as special purpose vehicle on April 11, 2018 to undertake the project of "Four laning

of Sangli-Solapur (Package-IV: Mangalwedha to Solapur) Section of NH-166 from existing Ch. Km. 314.969 to Ch. Km. 370.452 (Design Ch. Km. 321.600 to Km. 378.100) of length 56.500 Km in the State of Maharashtra on Hybrid Annuity Mode.” The Company (DBL) has not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DMSHPL and the status of DMSHPL is wholly owned subsidiary of the Company.

During the period under review, DMSHPL has achieved revenue from operations of ' 31841.90 Lakhs and has

incurred Net Loss after Tax of ' 2396.18 Lakhs.

(xv)    DBL Bellary Byrapura Highways Private Limited (“DBBHPL")

DBBHPL was incorporated as special purpose vehicle on July 10, 2018 to undertake the project of “four laning

from Km. 253.600 to Km. 308.550 of Bellary to Byrapura Section of NH-150(A) on Hybrid Annuity Mode in the State

of Karnataka." The Company (DBL) has not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DBBHPL and the status of DBBHPL is wholly owned subsidiary of the Company.

During the period under review, DBBHPL has achieved revenue from operations of ' 24346.32 Lakhs and has incurred Net Loss after Tax of ' 2328.79 Lakhs.

(xvi)    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 ' 2045.93 Lakhs and has earned Net Profit after Tax of ' 42.81 Lakhs .

(xvii)    Pathrapali-Kathghora Highways Private Limited (PKHPL)

PKHPL was incorporated as 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-II of Bilaspur-Kathghora

section of NH-111 (New NH-130) in the State of Chhattisgarh under Bharatmala Pariyojna on Hybrid Annuity Mode."

PKHPL is the wholly owned subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 11384.12 Lakhs and has

incurred Net Loss after Tax of ' 355.61 Lakhs .

(xviii)    DBL Power Transmission Private Limited (DPTPL)

DPTPL was 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. DBHPL 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." DPTPL 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 after Tax of ' 6.27 Lakhs .

(xix)    DBL Transmission Private Limited (DTPL)

DTPL was 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 after Tax of ' 7.45 Lakhs.

(xx)    DBL Power & Energy Transmission Private Limited (DPETPL)

DPETPL was incorporated on September 19, 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. DPETPL 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." DPETPL 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 after Tax of ' 6.28 Lakhs.

(xxi)    DBL Electricity Transmission Private Limited (DETPL)

DETPL was incorporated on September 19, 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. DETPL 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."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 6.27 Lakhs.

(xxii)    DBL Electricity & Power Transmission Private Limited (DEPTPL)

DEPTPL was incorporated on September 24, 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. DEPTPL 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."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 0.15 Lakhs.

(xxiii)    Dodaballapur Hoskote Highways Private Limited (DHHPL)

DHHPL was incorporated on September 25, 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. 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-II)"

During the period under review, the Company has achieved revenue from operations of ' 9092.31 Lakhs and has

incurred Net Loss after Tax of ' 120.69 Lakhs .

(xxiv)    Repallewada Highways Private Limited (RHPL)

RHPL 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 462016, Madhya Pradesh. RHPL 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 (O) on Hybrid Annuity mode (HAM)"

During the period under review, the Company has achieved revenue from operations of ' 5117.18 Lakhs and has incurred Net Loss after Tax of ' 54.87 Lakhs

(xxv)    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 Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DIPL is involved in the business for “Carrying out the Infrastructure related works."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 0.45 Lakhs .

(xxvi)    DBL Transmission 4 Private Limited (DT4PL)

DT4PL was incorporated on October 23, 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. DT4PL 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."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 0.10 Lakhs

(xxvii)    DBL Transmission 2 Private Limited (DT2PL)

DT2PL was incorporated on October 26, 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. DT2PL 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."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 0.10 Lakhs

(xxviii)    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 462016, Madhya Pradesh.

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 Loss after Tax of ' 6.53 Lakhs .

(XXIX)    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 lane with paved Shoulders standard in the State of Bihar on Hybrid Annuity Mode."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 87.42 Lakhs.

(XXX)    Dbl Transmission 3 Private Limited (DT3PL)

DT3PL was incorporated on October 24, 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. DT3PL 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."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 0.10 Lakhs.

(XXXI)    Dhrol Bhadra Highways Private Limited (DBHPL)

DBHPL was 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. DBHPL is 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 "DBOT Annuity" or "Hybrid Annuity") basis."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 1.28 Lakhs.

Details of Subsidiaries:(i)    Jalpa Devi Tollways Limited ("JDTL")

JDTL is involved in the business of undertaking a project of "four laning of Guna-Biaora Section of NH-3 from km 332.100 to km 426.100 in the state of Madhya Pradesh under NHDP-IV to be executed in BOT (toll) mode on DBFOT basis." During the year, as per the terms of the agreement entered with Shrem Tollway Private Limited (STPL), the Company has transferred 20,48,613 Equity Shares including the shares held by nominee shareholders (49%) held in JDTL to STPL and to the nominees of STPL and the status of JDTL is subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 12296.88 lakhs and has earned Net profit after Tax of ' 1372.16 Lakhs .

(ii)    DBL Lucknow Sultanpur Highways Limited ("DLSHL")

DLSHL is a public limited Company incorporated as a special purpose vehicle on September 9, 2016 for the purpose of undertaking the project of "Four-Laning of the Lucknow - Sultanpur Section of NH-56 in the State of Uttar Pradesh on a Hybrid Annuity Basis. During the year, as per the terms of the agreement entered with Shrem Infraventure Private Limited (SIPL), the Company (DBL) has transferred 1028809 Equity Shares including the shares held by nominee shareholders (49%) held in DLSHL to SIPL and to the nominees of SIPL and the status of DLSHL is subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 17124.99 lakhs and has earned Net profit after Tax of ' 7392.57 Lakhs .

(iii)    DBL Tuljapur Ausa Highways Limited ("DTAHL")

DTAHL is a Public Limited Company incorporated as special

purpose vehicle on March 24, 2017 for the purpose of project of "Four Laning of Tuljapur- Ausa (including Tuljapur Bypass) Section of NH-361 on Hybrid Annuity Mode in the

State of Maharashtra. "The status of DTAHL is subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 7566.64 lakhs and has earned Net profit after Tax of ' 4529.91 Lakhs.

(iv)    DBL Yavatmal Wardha Highways Private Limited ("DYWHPL")

DYWHPL was incorporated as special purpose vehicle on April 21, 2017 for the purpose of project of "Four Laning of

Yavatmal to Wardha (Package-III) section of NH-361 from Km 400.575 to Km 465.500 (design length 64.925 Km) in the state of Maharashtra under NHDP Phase -IV on Hybrid Annuity mode. During the year, as per the terms of the agreement entered with Shrem Infraventure Private Limited (SIPL), the Company (DBL) has transferred 49000 Equity Shares (49%) held in DYWHPL to SIPL and the status of DLSHL is subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 9580.12 lakhs and has earned Net profit after Tax of ' 6783.93 Lakhs .

(v)    DBL Mahagaon Yavatmal Highways Private Limited ("DMYHPL")

DMYHPL was incorporated as special purpose vehicle on April 24, 2017 for the purpose of project of "Four Laning of Mahagaon to Yavatmal (Package-II) section of NH- 361 from Km 320.580 to Km 400.575 (design length 80.195) in the state of Maharashtra under NHDP Phase -IV on Hybrid Annuity mode."

During the period under review, the Company has achieved revenue from operations of ' 11185.81 lakhs and has earned Net profit after Tax of ' 3963.55 Lakhs .

Further, the Company (DBL) has transferred 71443 shares

i.e. 49% shares held in the DMYHPL to Shrem Infraventure Private Limited (SIPL) in the month of March 2021. Currently, the status of DMYHPL has been changed from wholly owned subsidiary company to subsidiary company as on the date of this report.

(vi)    DBL Wardha Butibori Highways Private Limited ("DWBHPL")

DWBHPL was incorporated as special purpose vehicle on April 24, 2017 for the purpose of project Four Laning of Wardha-Butibori Section of NH-361 from km 465.500 to km 524.690 (design length 59.190 km) under NH (O) in the state of Maharashtra on Hybrid Annuity mode.

During the period under review, DWBHPL has achieved revenue from operations of ' 13105.92 Lakhs and earned Net Profit after Tax of ' 6634.75 Lakhs.

Further, the Company (DBL) has transferred 100566 shares i.e. 49% shares held in the DWBHPL to Shrem Infraventure Private Limited (SIPL) on October month 2020. Currently, the status of DWBHPL has been changed from wholly owned subsidiary company to subsidiary company as on the date of this report.

(vii)    DBL Kalmath Zarap Highways limited (DKZHL)

DKZHL is a public limited Company incorporated as a special purpose vehicle on December 13, 2016 for the purpose of project Rehabilitation and up-gradation of NH-66 (Kalmath to Zarap section) to four-lane with paved shoulder in the state of Maharashtra on Hybrid Annuity Mode.

During the period under review, DKZHL has achieved revenue from operations of ' 14863.97 Lakhs and earned Net Profit after Tax of ' 4008.39 Lakhs.

Further, the Company (DBL) along with its nominees has transferred 24500 shares i.e. 49% shares held in the DKZHL to Shrem Infraventure Private Limited (SIPL) and to the nominees of SIPL upto the month of July 2020. Currently, the status of DKZHL has been changed from wholly owned subsidiary company to subsidiary company as on the date of this report.

(viii)    DBL -VPR Mining Private Limited ("DVMPL")

DVMPL was incorporated as special purpose vehicle on January 2, 2018 to carry out the business of prospecting, exploring, operating and working on mines & quarries and other mining activities in India and elsewhere. The Company is yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However the Company has incurred Net Loss of ' 0.94 Lakhs during the period under review.

(ix)    DBL Pachhwara Coal Mine Private Limited ("DPCMPL")

DPCMPL was incorporated as special purpose vehicle on September 04, 2018 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 yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However, DPCMPL has incurred Net Loss of ' 0.42 Lakhs during the period under review.

Details of Associates :(i) DBL Nadiad Modasa Tollways Limited ("DNMTL")

DNMTL is involved in developing a part of the existing Nadiad to Modasa Road (SH-59) to two lanes (with paved shoulder) highway in the state of Gujarat. The status of DNMTL is associate of the Company

During the period under review, DNMTL has achieved revenue from operations of ' 2033.74 Lakhs and earned Net Profit after Tax of ' 553.85 Lakhs

(ii)    DBL Betul-Sarni Tollways Limited (DBSTL)

DBSTL is involved in the business of developing Betul - Sarni - Tikadhana - Junnardeo - Parasia Road being developed by MPRDC on BOT (toll plus annuity) basis in

the state of Madhya Pradesh.

During the period under review, DBSTL has achieved revenue from operations of ' 2824.26 Lakhs and earned Net Loss after Tax of ' (49.76) Lakhs

Further, the Company (DBL) along with its nominees has transferred 1660800 shares i.e. 100 % shares held in the DBSTL to Shrem Roadways Private Limited (SRPL) and to the nominees of SRPL upto month of May 2021. As on the

date of the Board report the DBSTL is no more associate with the Company.

(iii)    DBL Mundargi Harapanahalli Tollways Limited (DMHTL)

DMHTL is involved in the business of undertaking the project design, build, finance, operate, maintain and transfer of Existing State Highway named Mundargi- Hadagali-Harapanahalli on DBFOMT annuity basis.

During the period under review, DMHTL) has achieved revenue from operations of ' 3401.66 Lakhs and earned Net Profit after Tax of ' 2274.24 Lakhs

Further, the Company (DBL) along with its nominees has transferred 105661 shares i.e. 74 % shares held in the DMHTL to Shrem Roadways Private Limited (SRPL) and to the nominees of SRPL upto the month of March 2021. Currently, the status of DMHTL has been changed from wholly owned subsidiary company to associate company as on the date of this report.

(iv)    DBL Hirekerur Ranibennur Tollways Limited (DHRTL)

DHRTL is involved in the business of undertaking the project "design, build, finance, operate, maintain and transfer of existing state highway Hirekerur- Ranibennur in the state of Karnataka on DBFOMT Annuity basis.

During the period under review, DHRTL has achieved revenue from operations of ' 3466.72 Lakhs and earned Net Profit after Tax of ' 2578.64 Lakhs

Further, the Company (DBL) along with its nominees has transferred 119834 shares i.e. 74 % shares held in the DHRTL to Shrem Roadways Private Limited (SRPL) and to the nominees of SRPL upto the month of March 2021. Currently, the status of DHRTL has been changed from wholly owned subsidiary company to associate company as on the date of this report

is involved in the business of 4 Laning of Viluppuram Puducherry Section of NH-45A (New NH 332) from km

0.000 to km 29.000 (Design Chainage) under Bharatmala Pariyojna Phase I (Residual NHDP-IV works) on HAM in the state of Tamil Nadu and Union Territory of Puducherry". Currently the status of this Company is wholly owned subsidiary of DBL.

(v)    DBL-Siarmal Coal Mines 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" Currently the status of this Company is wholly owned subsidiary of DBL.

(vi)    Sannur Bikarnakette Highways Private Limited (SBHPL)

SBHPL 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, Kolar Road, Bhopal 462016, Madhya Pradesh. SBHPL 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)" Currently the status of this Company is wholly owned subsidiary of DBL.

(vii)    DBL Infraventures Private Limited (DIPL)

DIPL 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. DIPL is involved in the business of carrying out the Infrastructure related works . The Company is yet to commence its business. Currently the status of this Company is wholly owned subsidiary of DBL.

(viii)    DBL Infratech Private Limited (DIPL)

DIPL 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. DIPL is involved in the business of carrying out the Infrastructure related works . The Company is yet to commence its business. Currently the status of this Company is wholly owned subsidiary of DBL.

16(b) of SEBI (LODR) Regulations, 2015. In the opinion of

the Board, they fulfil the conditions specified in the Act and the Rules made thereunder for the appointment as Independent Directors and are independent of the management.

The terms and conditions of appointment of the Independent Directors are placed on the website, www. dilipbuildcon.com.

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

(b) 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

(e) 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 can be accessed at www.dilipbuildcon.com.

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

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

Section 149 of the Companies Act, 2013. The Company's

independent judgment and without any external influence and the board of directors of the company shall take 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.

Further, as per the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and

Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time, the declaration received from the Independent Directors of the Company related to online Proficiency Self-Assessment Test are as under:

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 2020-21. The maximum interval between any two

meetings did not exceed 120 days. Details regarding the attendance of Directors in the meetings of Board and the previous Annual General Meeting has been included in the Corporate Governance Report which is forming part of this Annual Report.

(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 and

Associates;

•    Minutes of meetings of the Board, Committees, resolutions passed by circulations and minutes of the

meetings of the Board of Subsidiary Companies;

•    Periodic compliance reports which includes noncompliance, if any;

•    Disclosures received from Directors;

•    Related party transactions;

•    Regular business updates;

•    Report on action taken on last Board Meeting decisions;

•    Various Policies of the Board;

•    Code of Conduct for the members of the Board;

•    Discussion with the Auditors and    the audit committee

members.

Governance codes

(a) Code of Business Conduct & Ethics

The Company has adopted Code of 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 Code requires Directors and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional,

courteous and respectful manner. The Code is displayed on the Company's website:www.dilipbuildcon.com.

b) Conflict of Interests

Each Director informs the Company on an annual basis

about the Board and the Committee positions he occupies in other Companies including Chairmanships and notify changes during the year. The Members of the Board

while discharging their duties, avoid con ict of interest in the decision-making process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.

(c) Insider Trading Code

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

on the Company's website: www.dilipbuildcon.com.

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 Company's website: www.dilipbuildcon.com.

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 Company's website: www.dilipbuildcon.com.

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 2020-21.

Mandatory Committees (a) Audit Committee

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with Section 177 of the Companies Act, 2013 and the Regulation 18 of the SEBI (LODR) Regulations, 2015. All the members of the committee are financially literate, Ms. Ratna Dharashree Vishwanathan and Mr. Satish Chandra Pandey, are independent directors and possesses financial expertise.

(iii)    Major accounting entries involving estimates based on the exercise of judgment by management;

(iv)    Significant adjustments made in the financial statements arising out of audit findings;

(v)    Compliance with listing and other legal requirements relating to financial statements;

(vi)    Disclosure of any related party transactions;

(vii)    Modified opinion(s) in the draft Audit Report.

e)    Reviewing, with the management, the quarterly, halfyearly and Annual Financial Statements before submission to the Board for approval;

f)    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 or application of the funds raised through the proposed initial public offering by our Company;

g)    Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

h)    Approving of any subsequent modification of transactions of the Company with related parties;

i)    Scrutinizing inter-corporate loans and investments;

j)    Valuing undertakings or assets of the Company, wherever it is necessary;

k)    Evaluating internal financial controls and risk management systems;

l)    Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the

internal control systems;

m)    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;

n)    Discussing with internal auditors any significant findings and follow up thereon;

o)    Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected

fraud or irregularity or a failure of internal control systems

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

p)    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;

q)    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;

r)    To review the functioning of the whistle blower mechanism;

s)    Establishing a vigil mechanism policy for directors

and employees to report their genuine concerns and grievances.

t)    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;

u)    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;

v)    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

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

The Audit Committee also mandatorily 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

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

Nomination and Remuneration policy was adopted by the Board on the recommendation of Nomination & Remuneration Committee. The Policy is available on the

website of the Company, www.dilipbuildcon.com

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 Director's 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

Pursuant to the provisions of the Companies Act, 2013 and the

SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of the Board and its

Committees, culture, execution and performance of specific duties, obligations and governance.

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 and for the aforesaid purpose, Independent Directors of the Company have conducted their separate meeting on May 28, 2021. 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 is adequate. 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 for evaluation 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

vii.    Disclosure & Reporting.

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

The Policy of the Company on remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013, is annexed to the Board's Report as Annexure -4

(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 company's effects on environment and social wellbeing. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and society.

CSR Committee consists of the following persons and met 3 (Three) times during the Financial Year 2020-21 on August 13, 2020, October 01, 2020, February 11, 2021. The requisite quorum was present at all the Meetings .

The members of the Committee, Meetings and Attendance during the financial year 2020-21 are as under:

Further, during the year your company has identified 25 (Twenty Five) Projects for CSR activities and has allocated the amount of ' 4,839.87 Lakhs.

(e) Group Governance Committee

The Group Governance Committee has been constituted on December 10, 2018 by the Board to authorize the committee to evaluate the Corporate Governance of unlisted subsidiaries of the Company with the composition of three independent directors.

Group Governance Committee consists of following persons and met once during the Financial Year 2020-21 on February 11, 2021. The requisite quorum was present at the Meeting. The details of the same are as under:

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 Subsidiary's 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 Group's 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. Based on the skills/expertise/

competence of the board of Director in their functional areas, your Company has done the Competency mapping of the directors of the Company and their efficient services / guidance used for the improvement in the organization. The Board of Directors of the Company at its meeting held on February 12, 2021 has re-constituted the Committee. All the members of the committee are Directors of the Company.

Pursuant to reconstitution the Composition of the Risk

Management committee are is under:

@Member till February 12, 2021

* Member w.e.f. February 12, 2021 and no meeting has been held after his appointment.

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

Terms of reference of the Risk Management Committee are as under:

1.    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/or are statutorily prescribed under the SEBI (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.

(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 202021. Further, the Company on frequent basis intimating to the Stock Exchanges regarding the Price sensitive information as per the SEBI (LODR) Regulations, 2015.

Other committees constituted by the Board of Directors of the Company for smooth operation of the Business:

a) Borrowing Committee

The Board constituted the Borrowing Committee to negotiate, finalise and approve the proposals for borrowings from various Banks, Financial Institutions and the Finance Companies. The members of the Committee are as under:

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

And the Committee met 18 (Eighteen) times during the Financial

Year 2020-21 on June 16, 2020, June 25, 2020, August 17, 2020,

September 30, 2020, October 13, 2020, October 17, 2020, October

22, 2020, October 30, 2020, November 11, 2020 , November 21,

2020,    December 02, 2020, December 08, 2020, January 23,

2021,    January 29, 2021, February 03, 2021, February 16, 2021.

February 20, 2021 and March 16, 2021. The requisite quorum

was present at all the Meetings.

The terms of reference of the Borrowing Committee of the

Company includes the following:

1.    To negotiate, finalise and approve the proposals for borrowings, Bank Guarantees including lease facility for procurement of assets on lease basis from various Banks, Financial Institution and the Finance Companies and the terms and conditions of such borrowings, Bank Guarantees and lease facility, provided that the said committee shall not approve the proposals for borrowings, Bank Guarantees and lease facility exceeding ' 13,000 Crores (Rupees Thirteen Thousand Crores only) at any point of time.

2.    To appoint any one or more official(s) of the company as Authorized Signatory(ies) to execute and sign all the agreements, security documents and other necessary documents including any amendment to the executed documents with the concerned Bank or Financial Institution or Finance Companies as may be required by them in their prescribed format or otherwise and to perform all other acts, deeds for and on behalf of the Company as may be required to avail the facility; and

3.    the Board do hereby agree to review/confirm/ratify all the business transacted or approved by the Committee from time to time and a copy of the minute book of the committee be placed before the Board at the subsequent Board meeting to consider and take on record the same.

b) 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. The

members of the Committee are as under:

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

The Committee met Eight (8) times during the Financial Year 2020-21 on July 24, 2020, August 08, 2020, September 14, 2020, October 06, 2020, October 13,2020, November 18, 2020, January 08, 2021 and March 01, 2021. The requisite quorum was present at all the Meetings.

The terms of reference of the Business Development and

Administration Committee of the Company inter alia includes

the following: -

1.    To approve, finalise the terms and conditions of the proposals/projects/bid application, Joint Venture

Agreement, and other documents and writings as may be required for processing and finalizing the applications for making bids for the projects;

2.    To authorize any officer of the company, consultant, agent, authorized official of joint venture partner of the company or any other person to sign and submit all applications, bids, Agreements, and other documents and writings and to participate in Pre-applications and other conference and to provide information to the Authority, to sign and execute all contracts including the Concession Agreement and undertaking consequent to acceptance of above mentioned bid;

3.    To approve and provide any of the undertakings, resolutions and other related documents in respect of the projects awarded to the Company and authorize any person to sign and submit the same with the concerned authorities;

4.    Approval of any other matter that is deemed necessary in respect of execution of any project and to carry out and to do all such acts, deeds and things required in connection therewith;

5.    To approve and transact routine administrative matters;

6.    To review the operations of the Company in general;

7.    To authorize opening and closing of bank accounts or any

other banking requirement;

8.    To authorize additions/deletions to the signatories pertaining to banking transactions which includes letter of credit facility, Bill Discounting, Line of Credit;

9.    To approve donations as per the policy approved by the Board; if any,

10.    To delegate authority to the Company's 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 Project's 'Right of Way/Site and lease hold property/ assets for and 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 company's 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);

d)    Authority to collect and/or submit documents or produce/ receive the documentary evidence, measurement book, bill payment and/or to receive from any Government Departments, Authority Agency having authority in relation to the projects of the Company;

e)    To do all such other acts, matters and things necessary filing for contractual obligations on behalf of Company and to safeguard the legal interest of the company in any manner whatsoever including reference(s) of dispute to authority and/or Arbitration in relation to any projects;

f)    To appear, 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;

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

The Committee met Night (9) times during the Financial Year 2020-21 on August 21, 2020, September 04, 2020,September 11, 2020, September 21, 2020, October

08, 2020, October 09, 2020, December 19, 2020, December 26, 2020 and March 11, 2021. The requisite quorum was present at all the Meetings.

The terms of reference of the Committee includes the authority under section 179(3) read with the section 185, 188 and the provisions of the SEBI (LODR) Regulations, 2015 as may be applicable to the Company from time to time and are as follows:-

1.    authorized 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;

2.    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, the lending and investment committee of the Company be and is hereby authorised 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;

3.    authorized to give any loan, guarantee, security, indemnity to any person or other body corporate, including the subsidiary and associate concerns or otherwise as the case may be provided that such loan to each person or body corporate including the subsidiary and associate concerns or otherwise as the case may be without any specific limit;

4.    To consider and decide the requirement for incorporation of a new subsidiary company and authority to make such initial contribution in the share capital and further investment in such new company and to nominate the signatory and directors for and on behalf of the Company; and

5.    To consider and decide the requirement for acquiring any shares of any body corporate or becoming partner in any of the Joint venture/LLP/Partnership firm and to nominate for appointment of the authorized representative, to give authority for the Banking operation and to give authority for any project on behalf the Company.

d) Business Responsibility Committee

The Business Responsibility 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 Reports (BRR) to the Board for its approval. The Members of the Committee

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

The Committee met 1 (One) time during the Financial Year 2020-21 on August 13, 2020. The requisite quorum was present at all the Meetings.

The terms of reference of the Business Responsibility Committee of the Company inter alia includes the following:-

i.    Establish a Framework for Business Responsibility;

ii.    Oversee the implementation of the framework for Business Responsibility 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 Reports (BRR) to the Board for its approval; and

v.    Establish a grievance redressal system for Business Responsibility.

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

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

The particulars of contracts or arrangements with related parties referred to in Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014 and the same is annexed to the Board's Report as Annexure-5.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. The Company has a process in place to periodically review and monitor Related Party Transactions. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the related party transactions were in the ordinary course of business and at arm's length.

The Audit Committee and the Board have approved the Related Party Transactions Policy and the same has been placed on the Company's website, www.dilipbuildcon.com

Related Party Disclosures

Disclosures of Loans and advances in the nature of loans to Subsidiaries/Associates/others by name and amount at the year end and the maximum amount of loans outstanding during the year has been disclosed in Notes 4 and 28 to the Standalone Financial Statements. The said disclosures are also given in the Financial Statements of Subsidiary/ Associate Companies. Particulars of employees

Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, is annexed to the Board's report as Annexure - 6.

Director's Responsibility Statement

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

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

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

c)    the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d)    that the directors had prepared the annual accounts for the Financial Year ended March 31, 2021 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 Company's internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s Adalatwale and Bhagwat, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

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

Risk management is embedded in your Company's operating framework. Pro-active Risk Management has been identified as a key strategic initiative to ensure sustainable growth. Risk Management is an integral part of the overall governance process to identify, segregate, mitigate, control and monitor various risks at business, prospect and operational levels. 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 risk and commodity risk. Financial instruments affected by market risk include borrowings, trade and other payables, security deposit, trade and other receivables, deposits with banks etc. The Company's activities exposed to interest rate risk.

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

The sensitivity analysis for interest rate risk has been mentioned in Note 32 of standalone financial statements

and consolidated financial statements being part of this Annual Report.

(b)    Credit Risk

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

(c)    Liquidity Risk

Liquidity risk is the risk that the Company may not be able

to meet its present and future cash flow and collateral obligations without incurring unacceptable losses. The Company constantly monitors the liquidity levels, economic and capital market conditions and maintains access to the lowest cost means of sourcing liquidity through banking lines, trade finance and capital markets.

(d)    Regulatory Risk

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

(e)    Human Resource Risk

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

(f)    Commodity Price Risk

The company is exposed to the risk of price fluctuations of Raw materials required for their road projects such as Bitumen, Cement, Steel (Iron & Steel), Crushed Stone, etc. The company proactively manages these risks through forward booking, inventory management and proactive vendor development practices. The risk of price fluctuations in commodities is also mitigated to certain extend based on the price escalation clause included in the contracts with the customers

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

Internal Complaints Committee (ICC) and other disclosures under the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressalof sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year ended March 31, 2021, the Company has not received any Complaints pertaining to Sexual Harassment.

Statements in this Board's Report and Management Discussion and Analysis describing the Company's 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 Company's operations include raw material availability and its prices, cyclical demand and pricing in the Company's principle markets, changes in Government regulations, Tax regimes, economic developments in the Country and other ancillary factors.

Acknowledgements

The Company is grateful to its customers, shareholders, debentureholders, 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    Whole -time Director & CEO

DIN : 00039944    DIN : 02374610

Place: Bhopal Date :14.08.2021