Your Directors have pleasure in presenting their 20^th (Twentieth) Annual Report on the business and operations of the Company along
with the audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31,2026.

Financial Results

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

(H In Lakhs)

Note: The above-mentioned figures are rounded off to two decimal points.

Financial Performance

At Standalone level, the total income amounted to
H 7,18,686.21 Lakhs as against H 9,07,840.16 Lakhs in the
previous year. The Profit before Tax amounted to H 95,776.46
Lakhs as against H 39,069.8 Lakhs in the previous year. The Net
Profit for the year amounted to H 84,197.62 Lakhs as against
H 31,123.44 Lakhs reported in the previous year.

At Consolidated level, the total income amounted to
H 9,49,955.26 Lakhs as against H 11,45,316.62 Lakhs in the
previous year. The Consolidated Profit before Tax amounted
to H 1,46,119.05 Lakhs as against Consolidated Profit before
Tax amounted to H 98,110.03 Lakhs in the previous year. The
Consolidated Net profit after Tax amounted to H 1,39,837.88
Lakhs as against Consolidated Net Profit after Tax amounted
to H 83,992.10 Lakhs in previous year.

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

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

Dividend

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

to support future growth initiatives, your directors have
recommended a dividend of H 1.00/- (Rupee One) i.e. 10%
per equity share of Face Value of H 10.00 (Rupees Ten only)
each for the financial year 2025-26 (previous year H 1.00/-
per equity share i.e. 10% per equity share of Face Value of
H 10/- each). The proposed dividend payment is subject to the
approval of members at the ensuing Annual General Meeting
and if approved shall be paid after deduction of TDS (Tax
Deducted at Source), wherever applicable, to the Members
whose names appear in the Register of Members of the
Company and beneficial owners whose names appear in the
records of the National Securities Depository Limited (NSDL),
Central Depository Services (India) Limited (CDSL) as on the
record date/book closure date.

The Register of Members and Share Transfer Books of the
Company shall remain closed from Wednesday, September 16,
2026, to Tuesday, September 22, 2026 (both day Inclusive) for
the purpose of ascertainment for eligibility for participation
in payment of dividend for the financial year ended
March 31,2026.

Dividend, if approved by the members, will be paid only
through electronic mode and not through warrants and
cheques. pursuant to the amendment to Regulation 12 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 notified by the Securities and Exchange
Board of India vide the SEBI (Listing Obligations and Disclosure
Requirements) (Fifth Amendment) Regulations, 2025, effective
November 19, 2025.

Dividend Distribution Policy

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

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

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

Overview

DBL is a large road construction company with capabilities in
Roads & Highways, Metro, Irrigation, Water Supply, Tunnel,
Airport, Mining, Special Bridges & Urban Developments,
Railways and Optical Fiber, with a presence in 20 states and
1 union territory in India. As on March 31, 2026, DBL had
completed the construction of 178 projects across 17 states
and 1 UT in India, out of which 160 are road projects. DBL's
achievements are attributable to a combination of factors,
including its ability to successfully execute projects earlier than
scheduled timelines. DBL's focus on geographically clustering
of projects for efficiency and profitability, substantial

investment in, and efficient use of construction equipments
and backward integration through in-house production of road
furniture and various structures used in projects.

DBL specializes in constructing state and National Highways,
city roads, culverts, and bridges. Capitalizing on the
sustained growth in the road infrastructure sector and rising
opportunities in new business areas, DBL has strategically
diversified into areas such as irrigation, mining excavation,
airports, and metro rail viaduct businesses. Further, DBL has
expanded into the digital infrastructure domain through
winning the project of the development of middle-mile and
last-mile connectivity under the Bharat Net Project - Package
13 (Jammu & Kashmir) - executed on a Design-Build-Operate-
Maintain (DBOM) model. This marks a significant step in
broadening DBL's presence into new lines of business aligned
with national infrastructure development priorities.

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

As of March 31,2026, DBL had an order book of H 28,830 Lakhs
consisting of 13 road projects, 6 irrigation projects, 3 mining
excavation projects, 2 special bridge projects, 4 tunnel projects,
3 Water Supply projects, 3 metro rail viaduct projects, 1 Urban
Development, 1 Optical Fibre Project, 2 Renewable energy
project, 1 Transmission project, 1 Petroleum and gas project.

As of March 31, 2026, DBL owned a modern equipment fleet of
10,275 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 20,581 employees as of March 31, 2026.

Construction Business:

Roads & Highways:

In roads and bridges construction business, DBL mainly design,
construct, and maintain roads, bridges, and highways pursuant
to EPC contracts and BOT contracts awarded. DBL has
recognized revenue of H 3,06,109 Lakhs and H 3,74,510 Lakhs
in the financial year 2025-2026 and 2024-2025 respectively.
As of March 31,2026, DBL has completed 161 road and bridge
projects in 19 states/UT. As of March 31, 2026, DBL has a total
of 13 ongoing road and bridge projects in 7 Indian states and
order book for these road and bridge projects amounted to
H 5,42,527 Lakhs, accounting for 18.82% 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, 2026, DBL
has completed 6 mining excavation project and has 3 ongoing
mining excavation projects. Order book for these mining
excavation projects amounted to H 68,662 Lakhs, accounting
for 2.32% of total order book, as of March 31, 2026. DBL's
revenue from the mining excavation business amounted to
H 84,777 Lakhs in the financial year 2025-26 as against H 85,349
Lakhs in the previous financial year 2024-25.

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, 2026,
DBL has 1 ongoing metro rail projects in Haryana & 2 ongoing
metro rail projects in Gujarat. Order book for these metro rail
viaduct projects amounted to H 1,27,497 Lakhs, accounting for
4.42% of total order book, as of March 31,2026.

DBL undertake the construction of airport, construct parallel
taxi tracks. DBL has completed 2 airport project and has no
ongoing airport project as on March 31, 2026. Order book for
this airport project amounted to Nil, accounting for 0.00% of
our total order book, as of March 31, 2026.

DBL recognized revenue of H 40,144 Lakhs and H 52,008 Lakhs
from the Metros & Airport business for the financial years
2025-26 and 2024-25 respectively.

Irrigation:

In irrigation business, DBL undertakes the design and
construction of canals, tunnels and dams for agricultural
irrigation purposes. DBL diversified into this business in the
financial Year 2013-14 to explore the opportunities in this area
created by the increased focus of the Central and the State
Governments on agriculture. As of March 31, 2026, DBL has
completed 3 EPC irrigation projects and has 6 ongoing EPC &
HAM irrigation projects. Order book for the irrigation projects
amounted to H 4,65,114 Lakhs, accounting for 16.13% of total
order book, as of March 31, 2026.

Water Supply:

DBL diversified into Water Supply viaduct business in the
financial year 2022-23. DBL undertake the design and
construction of elevated viaducts for Water Supply projects.
As of March 31,2026, DBL has 3 ongoing Water Supply projects
in Madhya Pradesh. Order book for these Water Supply viaduct
projects amounted to H 37,069 Lakhs, accounting for 1.29% of
total order book, as of March 31, 2026.

Tunnel:

DBL diversified into Tunnel viaduct business in the financial
year 2022-23. DBL undertake the design and construction of
elevated viaducts for Tunnel projects. As of March 31, 2026,
DBL has 1 ongoing Tunnel projects in Kerala, 1 ongoing Tunnel
projects in Rajasthan, 1 ongoing tunnel projects in Uttarakhand
& 1 ongoing tunnel projects in Himachal Pradesh. Order book
for these tunnel viaduct projects amounted to H 1,68,883 Lakhs,
accounting for 5.86% of total order book, as of March 31,2026.

Special Bridges & Urban Developments

DBL diversified into Special Bridges & Urban Developments
viaduct business in the financial year 2023-24. DBL undertake
the design and construction of elevated viaducts for Special
Bridges & Urban Developments. As of March 31, 2026, DBL
has 1 ongoing Urban Developments in Goa, 1 ongoing Special
Bridges in Jharkhand & 1 ongoing Special Bridges in Karnataka.
Order book for Special Bridges & Urban Developments projects
amounted to H 1,64,565 Lakhs, accounting for 5.71% of total
order book, as of March 31, 2026.

Optical Fiber

DBL diversified into Optical Fiber viaduct business in the
financial year 2024-25. As of March 31,2026, DBL has 1 ongoing
Optical Fiber Project in Jammu & Kashmir. Order book for
Optical Fiber projects amounted to H 78,772 Lakhs, accounting
for 2.73% of total order book, as of March 31, 2026.

Renewable Energy

DBL diversified into Renewable Energy viaduct business in
the financial year 2025-26. As of March 31, 2026, DBL has 2
ongoing Renewable Energy Project in Madhya Pradesh. Order
book for Renewable Energy projects amounted to H 5,17,900
Lakhs, accounting for 17.96% of total order book, as of
March 31, 2026.

Transmission

DBL diversified into Transmission viaduct business in the
financial year 2025-26. As of March 31,2026, DBL has 1 ongoing
Transmission Project in Karnataka. Order book for Transmission
projects amounted to H 1,85,000 Lakhs, accounting for 6.42%
of total order book, as of March 31, 2026.

Petroleum & Gas

DBL diversified into Petroleum & Gas viaduct business in the
financial year 2025-26. As of March 31,2026, DBL has 1 ongoing
Petroleum & Gas Project in Gujarat. Order book for Petroleum
& Gas projects amounted to H 12,400 Lakhs, accounting for

0.43% of total order book, as of March 31, 2026.

Road Infrastructure Maintenance

In road infrastructure maintenance, DBL maintain roads
and highways. As of March 31, 2026, DBL had completed 43
projects totalling to 8,237.79 Lane kms. These completed BOT
projects include projects undertaken on various public private
partnership models, such as on a (i) hybrid annuity basis - where
the Government of India (GOI) shares a portion of the total cost
of the project and the source of revenue is the fixed amount
that the relevant government agency pays us for building and
maintaining the roads on an annual basis, (ii) purely toll basis
- where the only source of revenue is the toll chargeable on
vehicles using the road, (iii) purely annuity basis - where the
only source of revenue is the fixed amount that the relevant
government agency pays us for building and maintaining
the roads on an annual basis, and (iv) toll plus annuity basis -
where the source of revenue includes the toll chargeable on
vehicles using the road and the fixed amount that the relevant

government agency pays us for building and maintaining the
roads on an annual basis. Due to the annuity component in our
operational BOT projects, income is assured to the extent of
the annuities to be collected during each financial year under
the relevant concessions, thus reducing the risk of income
fluctuations resulting from traffic pattern changes.

As of March 31, 2026, DBL has a portfolio of 57 BOT projects,
of which 51 have been completed and the remaining 6 projects
are under-construction. The 51 completed BOT projects include
projects undertaken on hybrid annuity basis, toll basis, annuity
basis and annuity plus toll basis. The 6 under construction BOT
projects are all being undertaken on a hybrid annuity basis.

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

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

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

The Company along with its wholly owned subsidiary
companies had executed a non-binding term sheet, with 'Alpha
Alternatives Holdings Private Limited and its associates” on
01 November 2023, for transferring their investment (Equity
share capital/unsecured loan/Non-convertible Debenture)
in respect of 18 wholly owned subsidiary companies (Hybrid
Annuity Model ("HAM") projects).

In FY 25-26, DBL has divested 26% of its total shareholding
in 7 completed HAM asset to Alpha Alternative Holdings
Private Limited and its associates. Later on, the DBL and Alpha
Alternative Holding Pvt. Ltd transfer their entire shareholding
in 7 HAM assets to Anantam Highway Trust. A Publicly Road
InVIT jointly setup by DBL and Alpha.

Further, DBL transferred its 24.99% of shareholding in
4 completed HAM assets and 7 under construction assets to
Alpha Alternative Holding Pvt. Ltd.

Investment in Alpha Alternatives    SpecialSituations Fund

Alpha Alternatives Special Situations Fund ("the Fund”), a
Category II Alternative Investment Fund (AIF) registered with
the Securities and Exchange Board of India (SEBI) is focused
on investments in national and state highway assets, including
operational, under-construction, and distressed projects, with
a strong emphasis on generating long-term, risk-adjusted

returns. The Fund is managed by a team of experienced
professionals and operates under a transparent and compliant
governance structure, including SEBI registration and oversight.

During the financial year ended 31^st March 2026, the Company
invested in 14919254.037 units of Alpha Alternatives Special
Situations Fund (AIF). Further, the AIF partially redeemed
1184494 units and consequently, as on 31^st March 2026, the
company held a balance of 13,734,760 units in the AIF

This investment forms a part of the Company's long-term
strategic partnership with Alpha Alternatives Holding Private
Limited for the development, financing, and monetization of
road infrastructure assets across India.

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

Investment in Anantam Highways Trust

Anantam Highways Trust (the "Trust”) is an Indian
infrastructure investment trust which proposes to invest in
infrastructure assets, including in road infrastructure assets.
The Trust is sponsored by Alpha Alternatives Fund Advisors LLP
(the "Sponsor”).

During the financial year ended 31 March 2026, the Company,
together with its wholly owned subsidiary, DBL Infraventures
Private Limited, transferred its entire equity shareholding
and Non-Convertible Debentures (NCDs) in the underlying
subsidiaries to Anantam Highways Trust (InvIT).

As consideration for the transfer, Dilip Buildcon Limited and
DBL Infraventures Private Limited received 90525273 and
5324866 units of Anantam Highways Trust, respectively.

Divestment of Equity Share Investment to Build
India Infrastructure Fund an Associate/Affiliate of
Alpha Alternatives Holdings Private Limited (AA).

The company along with its wholly owned subsidiary company
"DBL Infraventures Private Limited ("DIPL") have entered into
a non-binding Term Sheet with Alpha Alternatives Holdings
Private Limited (AA) (an India's prominent multi-asset class
alternatives asset management platform known for innovative
risk-return solutions and specializes in various asset classes
such as Infrastructure, Equities, Private Credit, Fixed Income,
Real Estate, and more, focusing primarily on alpha creation)
and its associates on November 01, 2023, for divestment

of 26% equity investment (share capital/unsecured loan/ nonconvertible debentures) for 18 Special Purpose Vehicles (SPVs) of
Hybrid Annuity Model (HAM) Projects at an estimated consideration of H 1,55,000 Lakhs. The divestment of 26% equity investment
to AA and/or its associates/affiliates will be completed in a progressive manner after achievement of date of completion and
receipt requisite No Objection from the Concessioning Authority (NHAI)/ Lenders.

Note: Details of the transfer of shares and debentures are provided under the heading 'Details of Subsidiary and
Associate Companies'

Status of Shareholding in SPVs Post Divestment to Shrem Group

The Company has signed an indicative term sheet with Chhatwal Group Trust or its affiliates (SHREM) on August 24, 2017, for
the divestment of its entire stake in 24 SPVs. Subsequently, on March 26, 2018, the parties entered into Share Acquisition-Cum-
Shareholders' Agreements for these 24 SPVs, setting out the detailed terms and conditions governing the divestment.

Pursuant to the aforesaid arrangement, the Company continues to hold Class B category shares in the following SPVs, which carry
no voting rights. The details of such non-voting shareholding as on March 31,2026, are as follows:

*The increase in the Company's percentage shareholding in the above-mentioned SPVs is solely attributable to the buyback of Class A equity shares by the
respective SPVs. As a result, the percentage holding of the Company in the existing Class B equity shares has increased. There has been no change in the
number of Class B equity shares held by the Company, which continue to carry no voting rights.

Our Order Book:

Our total order book was J 28,82,965.17 Lakhs as of March 31, 2026.

The following table sets forth the breakdown of our order book as of March 31,2026 by geographical areas:

Awards

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

Management Discussion and Analysis

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

Particulars of loans, guarantees, security and
Investment

Your Company is an Infrastructure Company engaged in the
business of developing and providing infrastructural facilities.
During the year under review, the Company has made loans,
given guarantees, provided securities and made investments
as per the provisions of Section 186 of the Act. The Company
has disclosed the particulars of the loans given, investments
made or guarantees given or security provided during the year,
as required under Section 186 of the Companies Act, 2013,
Regulation 34(3) and Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, in Notes
forming part of the financial statements of the Company.

Consolidated Financial Statements

The Audited Consolidated Financial Statements for the
Financial Year ended March 31, 2026 have been prepared
based on the audited Financial Statements received from
Subsidiaries as approved by their respective Board of
Directors and are prepared in accordance with relevant
Indian Accounting Standards/Ind AS issued by the Institute of
Chartered Accountants of India and forms an integral part of
this Annual Report.

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

Corporate Governance Report

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

Business Responsibility & Sustainability Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR
for the FY 2025-26, describing the initiatives taken by your
Company from an Environment, Social and Governance (ESG)
perspective, forms part of this Annual Report.

Change in the nature of business, if any

During the period under review, there was no change in the
nature of business of the Company.

Share Capital

a) Change in the capital structure of the Company.

Warrants

During the financial year under review, pursuant to
the provisions of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 and the applicable

provisions of the Companies Act, 2013, the Company has
converted entire 16229862 (One Crore Sixty-Two Lakhs
Twenty-Nine Thousand Eight Hundred Sixty-Two) warrants
into 16229862 (One Crore Sixty-Two Lakhs Twenty-Nine
Thousand Eight Hundred Sixty-Two only) equity shares.

As on March 31,2026, there are no outstanding warrants.

Equity Share capital

During the financial year under review, pursuant to the conversion
of warrants issued on a preferential basis to non-promoter entities
and in accordance with the provisions of SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018 and applicable
provisions of the Companies Act, 2013, the Company has allotted
total 16229862 (One Crore Sixty-Two Lakhs Twenty Nine Thousand
Eight Hundred Sixty Two only) equity shares in two trenches
consisting of 15390510 and 839352 equity shares of face value
H 10/- each at a premium of H 318.05/- per share on June 13, 2025,
and June 18, 2025, respectively, pursuant to the conversion of an
equal number of warrants into equity shares.

Consequent to the above allotment, the paid-up share capital
of the Company, has been increased from H 1,46,21,49,710/-
(One Hundred Forty -Six Crores Twenty-One Lakhs Forty-Nine
Thousand Seven Hundred Ten Only) divided into 146214971
(Fourteen Crores Sixty-Two Lakhs Fourteen Thousand Nine
Hundred Seventy-One only) Equity Shares of face value of
H10/- each to H 1,62,44,48,330/- (Rupees One Hundred Sixty-
Two Crores Forty-Four Lakhs Forty-Eight Thousand Three
Hundred Thirty Only) divided into 162444833 (Sixteen Crores
Twenty-Four Lakhs Forty-Four Thousand Eight Hundred
Thirty-Three) equity shares of H10/- each.

Further, there was no change in the authorised share capital of
the Company during the year under review.

Other Disclosures as per requirement of the Law

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

1.    Acceptance of deposits covered under Chapter V of
the Act and the rules made thereunder.

2.    Issue of equity shares with differential rights as to
dividend, voting or otherwise, as prescribed under
Rule 4(4) of the Companies (Share Capital and
Debentures) Rules, 2014.

3.    Issue of shares, including sweat equity shares, to
employees under any scheme, as prescribed under
Rule 8(13) of the Companies (Share Capital and
Debentures) Rules, 2014.

4.    Issue of equity shares under any Employee
Stock Option Scheme, as prescribed under
Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014.

5.    Exercise of voting rights, directly or indirectly, by
employees in respect of shares held by them under

Rule 16(4) of the Companies (Share Capital and
Debentures) Rules, 2014. Further, the Company
had no scheme for the provision of money for the
purchase of its own shares by employees or by
trustees for the benefit of employees.

6.    Receiving of remuneration or commission by
Managing Directors of the Company from any of
its subsidiaries.

7.    Significant or material order passed by any regulator,
court or tribunal affecting the Company's going
concern status or future operations.

8.    Any fraud reported by the Statutory Auditors to
the Audit Committee or the Board under Section
143(12) of the Act.

9.    Initiation of any Corporate Insolvency Resolution
Process by or against the Company under the
Insolvency and Bankruptcy Code, 2016.

10.    One-time settlement in respect of loans availed
from banks or financial institutions.

11.    The details with respect to unpaid dividend for the
financial year 2018-19, 2019-20, 2020-21, 2021-22,
2022-23, 2023-24 and 2024-25 can be accessed at
website of the Company and the weblink is provided
in Corporate Policies/weblinks sections of Corporate
Governance Report.

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

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

During the financial year ended on March 2026, the
Company transferred an amount of H 7,936, being the
unpaid/unclaimed dividend for the financial year 2017¬
18, to the IEPF Account, after completion of the statutory
period of seven years from the date of declaration.

Further, in accordance with Section 124(6), the Company
has transferred 416 equity shares, belonging to 9 (nine)
shareholders, to the demat account of the IEPF Authority,
as the dividend on these shares was not claimed for seven
consecutive years or more and no communication has
been received from the concerned shareholders.

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

C. Compliance with Secretarial Standard:

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

Reserves

During the financial year ended 31^st March 2026, the Board
of Directors has not transferred any amount to any specific
reserves out of the profits available for appropriation. The
entire amount of profit after declaration of dividend has been
retained in the Retained Earnings, which forms part of the
shareholders' funds, to strengthen the financial position of the
Company and support its ongoing and future business plans.

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

There has been no 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 this Report.

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

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

During the period under review, the Company has instituted an
inhouse team comprising Chartered Accountants and Engineers
who helps management in regular reviewing the adequacy of
Internal Control system and carrying their periodic testing.
The Board of Directors of the Company have adopted various
policies like Related Party Transactions Policy, Vigil Mechanism
Policy, Policy to determine Material Subsidiaries, Group

Governance Policy and such other procedures for ensuring the
orderly and efficient conduct of its business for safeguarding
of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information.

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

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

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

Internal Audit

The Company has instituted an Independent internal audit &
compliance (IAC) team consisting of Chartered Accountants,

Certified Internal Auditors and Engineers from various
disciplines. IAC also takes services from external firm M/s BDO
India Services Pvt. Ltd for conducting internal audits of the
company's various project sites and corporate functions.

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

To maintain its objectivity and independence, the head of IAC
reports to the senior management and also submit reports to
the Audit committee. The Company being predominantly a
project-oriented Company, IAC emphasizes a risk-based focus
areas in project audits.

Every year, IAC reviews the Audit Universe which is an
exhaustive list of businesses, functions, activities and locations
across the Company. The yearly plan, then details out the
scope and coverage of audits proposed for the year and it
is ensured that, on an average, all operations in the Audit
Universe gets into an audit coverage, at least once in 3 years.
The IAC team has its office in Bhopal Headquarter. From time
to time, the Company's systems of internal controls covering
financial, operational, compliance, IT applications, etc. are also
reviewed. Presentations are made to the Audit Committee, on
the findings of such reviews.

Details of Subsidiary and Associate Companies

a) Incorporation of New Subsidiary Companies

During the year under review and to the date of this report, the following new SPV Companies has been incorporated as
Subsidiary / wholly owned subsidiary of the Company. Details of the same are as under:

Material Subsidiaries

During the financial year 2025-26, the Company did not have any material subsidiary. However, based on the audited financial
statements for the year ended March 31,2026, DBL-Siarmal Coal Mines Private Limited (wholly owned subsidiary) qualified
as a material subsidiary of Dilip Buildcon Limited.

The Policy for determining material subsidiary company as approved, can be accessed on the Company's website and the
weblink is provided in Corporate Policies / Weblinks section of Corporate Governance report.

c)    Statement of the Subsidiaries & Associates

As of March 31, 2026, based on its shareholding in
other companies, the Company had a total of 32
(Thirty-Two) subsidiaries, 11 (Eleven) step-down
subsidiaries, and 5(Five) associate companies. All of these
entities are unlisted.

The Company holds Class B equity shares in DBL
Nadiad Modasa Tollways Private Limited, DBL Mundargi
Harapanahalli Tollways Private Limited, DBL Hassan
Periyapatna Tollways Private Limited and DBL Hirekerur
Ranibennur Tollways Private Limited which carry no
voting rights, do not confer any rights to future cash
flows and no benefits accrue to the Company therefrom.
Accordingly, these companies have not been consolidated
in the Consolidated Financial Statements of the Company
for the year ended March 31,2026.

There has been no change in the nature of business
activities of any subsidiary.

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

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

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

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

A. Wholly Owned Subsidiaries

(a)    HAM Projects

•    Dharmapuri-Salem    Thoppur    Ghat

Limited (DSTGL)

•    DBL Paramakudi-Ramanathapuram Highways
Limited (DPRHL)

(b)    Manufacturing Companies

•    Jalpa Devi Engineering Private Limited (JDEPL)

•    Deevin Seismic Systems Private Limited (DSSPL).

•    Bhavya Infra & Systems Private Limited (BISPL)

(c)    Mining

•    DBL-SiarmalCoalMines Private Limited (DSCMPL)

•    DBL    Pottangi Bauxite    Mines    Private

Limited (DPBMPL)

(d)    Others

•    DBL Infra Assets Private Limited (DIAPL)

•    DBL Infratech Private Limited (DITPL)

•    DBL Infraventures Private Limited (DIVPL)

•    DBL Infradevelopers Private Limited (DIDPL)

•    Bhopal Redevelopment    Realty    Private

Limited (BRRPL)

•    Zuari Observatory Towers Limited (ZOTL)

•    DBL Renewable Private Limited (DRPL)

•    DBL Power Transmission Project Private
Limited (DPTPPL)

•    DBL Solar Energy Private Limited (DSEPL)

•    DBL Ahmedabad ATF    Pipeline    Private

Limited (DAAPPL)

B. Subsidiary Companies

(a)    HAM Projects

•    Poondiyankuppam Highways Limited (PHL)

•    Sannur Bikarnakette Highways Limited (SBHL)

•    Bangarupalem Gudipala Highways Limited (BGHL)

•    Raipur-Visakhapatnam-Cg-2    Highways    Limited

(RVCGHL)

•    Urga-Pathalgaon Highways Limited (UPHL)

•    Maradgi S Andola -Baswantpur Highways
Limited (MSABHL)

•    Mehgama-Hansdiha Highways Limited (MHHL)

•    Karimnagar-Warangal Highways Limited (KWHL)

•    Bengaluru-Vijayawada Expressway Package-1
Limited (BVEP1L)

•    Bengaluru-Vijayawada Expressway Package-4
Limited (BVEP4L)

•    Bengaluru-Vijayawada Expressway Package-7
Limited (BVEP7L)

•    DBL ERCP Bandh Baretha Private
Limited (DEBBPL)

(b)    Mining

•    DBL-VPR Mining Private Limited (DVMPL)

•    DBL Pachhwara Coal Mine Private
Limited (DPCMPL)

(c) Others

•    DBL APMPL Solar Power Private
Limited (DASPPL)

C. Step Down Subsidiaries
(a) Solar Power

•    DBL Rajgarh Solar Limited (DRSL)

•    DBL Sukheda Ratlam Solar Limited (DSRSL)

•    DBL Shajapur Solar Limited (DSSL)

•    DBL Guna Solar Limited (DGSL)

•    DBL Mandsaur Solar Limited (DMSL)

•    DBL Dhar Solar Limited (DDSL)

•    DBL Vidisha Solar Limited (DVSL)

•    DBL Bhopal Solar Limited (DBSL)

•    DBL Neemuch Renewable Limited (DNRL)

•    DBL Mandvi Ratlam Renewable
Limited (DMRRL)

•    DBL Power Project Private Limited (DPPPL)

Auditors and Auditor's Report

Statutory Auditors and their Report

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

M/s M.K. Dandeker & Co LLP, Chartered Accountants, have
audited the books of accounts of the Company for the financial
year ended March 31,2026 and have issued the Auditor's Report
there on. There are no qualifications or reservations or adverse
remarks or disclaimers in the said report. Further, no fraud has
been reported by the Auditors to the Audit Committee or the
Board during the period under review.

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

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

Cost Record, Cost Auditors and their Report

Pursuant to the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014 as amended from time to time, your Company
has maintained cost accounts and records in respect of the
applicable products for the year ended March 31,2026 and has
been carrying out audit of Cost Records every year. The Board
of Directors, on the recommendation of Audit Committee,

has appointed M/s Yogesh Chourasia & Associates, Cost
Accountants, Bhopal (ICWAI Firm Registration No. 000271), as
Cost Auditors of the Company for conducting the Cost Audit of
the Company for the Financial Year 2025-26.

As required under the Companies Act, 2013, a resolution
seeking members' ratification for the remuneration payable to
the Cost Auditor for the financial year 2026-2027 forms part of
the Notice convening the Annual General Meeting.

The Company has already filed the Cost Audit Report for the
Financial Year 2024-25 with the Central Government. The Cost
Audit Report for the Financial Year 2025-26 does not contain
any qualification, reservation or adverse remark. The Company
has obtained Cost Audit Report for the year 2025-26 and is in
the process of filing the same with the Central Government.

Secretarial Auditors and their Report

Pursuant to provision of section 204 of the Act, read with
the rule made thereunder and Regulation 24A of SEBI Listing
Regulations, M/s Piyush Bindal & Associates, Practicing
Company Secretaries, Bhopal (Firm Registration No.
S2012MP186400) were appointed as a Secretarial Auditor to
undertake the Secretarial Audit of your Company for the first
term of five consecutive years from financial year 2025-26 to
financial year 2029-30.

Secretarial Audit Report for the Financial Year 2025-26
issued by M/s Piyush Bindal & Associates, Practicing Company
Secretaries, Bhopal in Form MR-3 is annexed to the Board's
Report as Annexure-1 and is self-explanatory and do not call
for any further explanation of the Board.

Internal Auditors and their Report

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 and the applicable Rules made thereunder, the
Board of Directors, at its meeting held on 08 May 2025, had
appointed M/s. RSM Astute Consulting Private Limited as the
Internal Auditor of the Company for the Financial Year 2025-26.

Thereafter, as a part of the periodic review of the Company's
internal audit framework and in view of the changing business,
geographical and operational requirements, the Board based
on the recommendation of the Audit Committee, approved
the appointment of M/s BDO India LLP as the Internal Auditor
of the Company with effect from the second quarter of the
Financial Year 2025-26.

The Internal Audit Reports for all four quarters of the
Financial Year 2025-26 was reviewed by the Audit Committee
and subsequently executive summary placed before
the Board of Directors at their respective meetings for
consideration and noting.

Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules, 2014,
the Annual Return for Financial Year 2025-26 is uploaded
on the website of the Company and the weblink is provided
in Corporate Policies / Weblinks section of Corporate
Governance report.

Conservation of energy, technology absorption and foreign exchange earnings
The particulars as required to be furnished for the year 2025-26 are as under:

Human Resources Development

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

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

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

Board of Directors and Key Managerial Personnel.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the applicable rules made thereunder, the details
of the Board of Directors and Key Managerial Personnel (KMP) of the company during the year under review are as follows:

a)    Directors seeking appointment/re-appointment

In terms of the provisions of section 152 of the Companies
Act, 2013, Mr. Devendra Jain (02374610), Managing
Director & CEO of the Company will retire by rotation and
being eligible, offer himself for re-appointment at the
ensuing Annual General Meeting.

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

b)    Appointment of Directors

During the year under review, there was no changes in the
composition of the Board of Directors of the company.

c)    Retirement of Directors

During the year under review, none of the independent
director of the company was liable to retire from the Board.

d)    Women Independent Director

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

e)    Independent Directors and their Declaration

As on March 31, 2026, the Company is having 4 (Four)
Independent Directors which are in accordance with the
requirement of the SEBI (LODR) Regulations, 2015 as well
as under the Companies Act, 2013.

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

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

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

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

f) Programme for familiarization of Directors

The Company believes that it is essential for the Directors
to clearly understand the expectations from their role
and to be equipped with the requisite skills, information,
and knowledge to enable informed and effective decision
making. A well-structured and continuous orientation
programme enables Directors to leverage their full
potential, contribute meaningfully to the collective
mindset of the Board.

The Company engages and familiarizes the Independent
Directors by giving Presentations at Independent
Directors Meetings which, inter alia, covers business
strategies and performance, quarterly and annual results,
budgets, review of Internal Audit, risk management
framework, operations of subsidiaries and associates,
CSR and Sustainability etc.

The Director Orientation Programme commences upon
the appointment of a Director and continues throughout
the Director's tenure by way of a Familiarization
Programme. The Company conducts a Familiarization
Programme for all Directors at the time of their
appointment and at regular intervals thereafter, with a
view to enlightening them about their roles, rights and
responsibilities in the Company, the nature of the industry
in which the Company operates, the Company's business
model, and other relevant matters. The details of the
Familiarization Programme conducted during the year are
placed on the Company's website, and the corresponding
weblink is provided in the "Corporate Policies / Weblinks”
section of the Corporate Governance Report.

Constitution of the Board of Directors and their

Meetings

a) Constitution of the Board

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

and Section 149 of the Companies Act, 2013. As on
March 31, 2026, the Board comprised Six (6) Directors,
consisting of Two (2) Executive Directors and Four (4)
Non-Executive Independent Directors, including One (1)
Woman Independent Director. The composition of the
Board reflects an optimum balance between Executive
and Non-Executive Directors and is in conformity with the
applicable provisions of the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015

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

b) Meetings of the Board

The Company prepares the schedule of the Board
Meeting in advance to assist the Directors in scheduling
their programme. The agenda of the meeting is circulated
to the members of the Board well in advance along
with necessary papers, reports, recommendations and
supporting documents so that each Board member can
actively participate on agenda items during the meeting.

In the Financial Year 2025-26, the Board met 5 (five) times
and the gap between two Meetings did not exceed 120
days in accordance with Section 173 of the Companies
Act, 2013 and Regulation 17(2) of the SEBI (LODR)
Regulations, 2015. Pursuant to SEBI (LODR) Regulations,
2015 and Companies Act, 2013 the necessary quorum was
present for all the meetings.

The details of Board meetings held during the financial year 2025-26 are as follows:

The attendance of the Board members at the Board meetings and the Annual General Meeting (AGM) of the Company held
during FY 2025-26, is as follows:

c) Information available for the members of the Board

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

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

•    Annual operating plans and budgets and any updates.

•    Capital budgets and any updates.

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

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

•    Financial results of the Company, its Subsidiaries;'

•    Details of Material Subsidiary Companies;

•    Utilisation of Loan;Minutes of meetings of the Board,
Committees, resolutions passed by circulations
and minutes of the meetings of the Board of
Subsidiary Companies;

•    Compliance report pertaining to all laws applicable
to the listed entity pursuant to regulation 17(3) of

SEBI (LODR) regulations, 2015 for the quarter ended
March 31,2026;

•    Internal Audit Reports;

•    Periodic compliance/reports which includes
noncompliance, if any;

•    Disclosures received from Directors;

•    Related party transactions;

•    Regular business updates;

•    Action Taken Report on decisions of previous
Board Meetings;

•    Various Policies of the Board;

•    Code of Conduct for the members of the Board;

•    Discussion with the Auditors and the audit
committee members.

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

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

For the year under review, M/s D.K. Jain, Practising
Company Secretaries, was engaged to receive the
responses of the Directors and consolidate/ analyse the
responses. As per Section 134(3) read with Rule 8(4) of
the Companies (Accounts) Rules, 2014, the evaluation
is done by the Independent Directors of the Board for
the performance of the executive directors with specific
focus on the performance and effective functioning of the
Board and Individual Directors, areas of improvement for
the Directors and for the aforesaid purpose, Independent
Directors of the Company have conducted their separate
meeting on August 10, 2026. The Board of Directors
expressed their satisfaction with the evaluation process.
Criteria for evaluation of Board is discussed in relevant
sections of Corporate Governance Report.

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

The Company has adopted a comprehensive Nomination and
Remuneration Policy in compliance with the provisions of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The
policy aims to ensure a transparent and balanced approach in
determining the remuneration of Directors, Key Managerial

Personnel (KMPs), Senior Management, and other employees,
based on performance, role complexity, industry benchmarks,
and long-term objectives of the Company. While Executive
Directors' and KMPs' remuneration includes a mix of fixed and
performance-linked components, Non-Executive Directors
are entitled to sitting fees and commission as permitted
under applicable laws. The policy also outlines the criteria for
appointment, performance evaluation, and succession planning
to ensure leadership continuity and effective governance.

The Policy of the Company on remuneration of Directors,
KMPs and other employees including criteria for determining
qualifications, positive attributes, independence of a Director
and other matters provided under section 178(3) of the
Companies Act, 2013, is available on the Company's website
and the weblink is provided in Corporate Policies / Weblinks
section of Corporate Governance report.

Governance codes

a)    Code of Business Conduct & Ethics

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

b)    Conflict of Interests

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

c)    Insider Trading Code

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

The code shall be applicable to the insiders of the Company
which includes all insiders, designated persons and their
immediate relatives, connected persons, fiduciaries and
intermediaries and shall come into effect from the date of
listing of equity shares of the Company on a Stock Exchange
in India subsequent to an initial public offering of the equity

shares of the Company. The Chief Financial Officer of the
Company is the Compliance Officer for monitoring adherence
to the said PIT Regulations.

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

Further, pursuant to the amendments in SEBI (PIT) Regulations,
2018, the Company has also formulated Policy for Procedure
of Inquiry in case of Leak of Unpublished Price Sensitive
Information and constituted an Enquiry Committee to take
appropriate action on becoming aware of leak of unpublished
price sensitive information and inform the Board promptly of
such leaks, inquiries and results of such inquiries. The Policy
is available on the Company's website and the weblink is
provided in Corporate Policies / Weblinks section of Corporate
Governance report.

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

During the period under review, the Company has not
received any complaints related to leak of Unpublished
Price Sensitive information. No meeting was held during the
financial year 2025-26.

Directors and Officers Liability Insurance (D&O)

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

Vigil Mechanism

The Company is committed to highest standards of ethical,
moral and legal business conduct. Accordingly, the Board of
Directors has formulated a Whistle Blower Policy in compliance
with the provisions of Section 177 (9) & (10) of the Companies
Act, 2013 and Regulation 22 of the SEBI Listing Regulations.

The policy provides for a framework and process for adequate
safeguards against victimization of employees and Directors,
whereby concerns can be raised by its Employees and Directors
against any kind of unethical behaviour, actual or suspected
fraud or violation of the codes of conduct or policy through
an e-mail, or a letter for this purpose to the Vigilance Officer
/Chairman of the Audit Committee. The Vigil Mechanism
also provide the for direct access to the Chairman of the
Audit Committee.

During the year under review, your Company has not received
any complaint under the vigil mechanism.

The Vigil Mechanism and Whistle Blower Policy available on
the website of the Company and the weblink is provided in
Corporate Policies / Weblinks section of this report.

Committees of the Board

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

1.    Audit Committee

2.    Stakeholder's Relationship Committee

3.    Nomination and Remuneration Committee

4.    Corporate Social Responsibility (CSR) Committee

5.    Group Governance Committee

6.    Risk Management

7.    Enquiry Committee for leak of Unpublished Price
Sensitive Information

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

9.    Borrowing Committee

10.    Business Development and Administration Committee

11.    Lending & Investment Committee

12.    IT Committee

13.    InvIT Committee

14.    Warrant Committee*

15.    Prevention of Sexual Harassment Committee

*The Warrant Committee was dissolved with effect from August 10, 2026.

Details of composition, changes during the year, terms of
reference and number of meetings held in Financial Year 2025¬
26 for the aforementioned committees are given in the Report
on Corporate Governance, which forms a part of this Report.
Further, during the year under review, all recommendations
made by the various committees have been considered and
accepted by the Board.

Corporate Social Responsibility (CSR)

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

Details of composition, changes during the year, terms of
reference and number of meetings held in the Financial Year
2025-26 are given in the report on corporate governance which
forms a part of this Report.

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

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

Further, the Board of Directors of the Company has approved
the CSR funds of H 607.61 Lakhs to be spent in the FY 2025¬
26. The Board has also allocated H 594.60 Lakhs for on-going
projects under the CSR activities. The details of amount
budgeted, spent and unspent are included in the said report
i.e., Annexure-2 of the Board Report.

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

All transactions entered with Related Parties for the Financial
year ended on March 31, 2026 were entered in the ordinary
course of business and at arm's length basis.

Pursuant to the provisions of Regulations 23 (LODR)
Regulation,2015 and the amendments thereto, if any Related
Party Transactions ('RPT') exceeding the prescribed materiality
threshold, would be considered as material and would require
Members approval.

During the Financial Year 2025-26, the Company did not
enter into any material Related Party Transactions requiring
Member's approval as mentioned in Section 134 read with
Section 188 of the Companies Act, 2013. Therefore, the
disclosure of the Related Party Transactions as required under
Section 134 3(h) of the Act in Form AOC-2 is not applicable
to the Company for FY 2025-26 and, hence, the same is not
required to be provided.

In addition to the above all Related Party Transactions and
subsequent material modifications shall require prior approval
of the audit committee of the listed entity. The Company has
a process in place to periodically review and monitor Related
Party Transactions. The Omnibus approval was obtained on a
yearly basis for transactions which are of repetitive nature.

The Audit Committee and the Board have approved the Related
Party Transactions Policy and the same has been placed on the

Company's website and the weblink is provided in Corporate
Policies / Weblinks section of Corporate Governance report.

Related Party Disclosures

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

Particulars of employees

Disclosures under section 197(12) of the Companies Act, 2013
read with Rule 5(1) and 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
relating to percentage increase in remuneration, ratio of
remuneration of each Director and Key Managerial Personnel
(KMP) to the median of employees' remuneration are provided
in is annexed to the Board's report as Annexure-3.

Directors' Responsibility Statement

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

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

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

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

d)    that the directors had prepared the annual accounts
for the Financial Year ended March 31, 2026 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 systems, which are constantly appraised and

assessed by a competent team who is closely working under
strategic directions of senior management to strengthen
the Internal Controls system. The Company's internal control
system commensurate with its size, scale and complexities of
its operations.

These controls are periodically tested by the Internal Audit &
Controls (IAC) team, and identified process and design gaps
are addressed in a timely manner to strengthen operational
effectiveness. The Company has a robust Management
Information System, which is an integral part of the
control mechanism.

Risk Management

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

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

The Company has adequate internal control systems and
procedures to combat the risk. The Risk Assessment and
Management Policy is available on the Company's website and
the weblink is provided in Corporate Policies / Weblinks section
of Corporate Governance report.

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

(a) Market Risk

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

financial instrument will fluctuate because of changes in
market interest rates. The Company dynamically manages
interest rate risks through a mix of fund-raising products
and investment products across maturity profiles and
currencies within a robust risk management framework.

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

(b)    Credit Risk

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

(c)    Liquidity Risk

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

(d)    Regulatory Risk

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

(e)    Human Resource Risk

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

(f)    Commodity Price Risk

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

Environment and Safety

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

Disclosures Prevention of Sexual Exploitation,
Abuse and Harassment Policy

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

The Company has zero tolerance for sexual exploitation,
abuse and harassment at workplace. The status of complaints
received, disposed of and pending for more than 90 (Ninety)
Days during the Financial Year 2025-26 are as under:-

Compliance under the Maternity Benefit Act, 1961

The Company is committed to upholding the rights and welfare
of women employees in accordance with the provisions of the
Maternity Benefit Act, 1961. During the financial year 2025-26,
the Company has duly complied with the applicable provisions
of the Act, including but not limited to providing maternity
leave and benefits, ensuring a safe working environment for
women employees. No instance of non-compliance under the
said Act was reported during the year.

Cautionary Statement

Statements in this Board's Report and Management Discussion
and Analysis describing the Company's objectives, projections,
estimates, expectations or predictions may be "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,
debenture holders, suppliers, financial institutions, bankers,
Central and State Governments and all the regulatory
authorities for their constant support to the Company. The
Directors also place on record their deep appreciation of the
contribution made by employees at all levels, the consistent
growth of the Company was made possible by their hard work,
loyalty, dedication, co-ordination and support.

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

Sd/-    Sd/-

Dilip Suryavanshi    Devendra Jain

Chairman & Managing Director    Managing Director & CEO

DIN: 00039944    DIN: 02374610

Place : Bhopal

Date : August 10, 2026