Dilip Buildcon Limited

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April 01, 2026

To To BSE Limited National Stock Exchange of India Ltd. Listing Department Exchange Plaza, C-1, Block G P.J Tower, Dalal Street BandraKurla Complex, Mumbai – 400001 Bandra (E), Mumbai – 400051 Stock Symbol -540047 Stock Symbol –DBL

Sub: Postal Ballot Notice - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of the Postal Ballot Notice dated April 01, 2026, along with the Explanatory Statement.

The e-voting facility will be available during the following period:

Commencement ofe-voting:	9:00 a.m.(IST) on Thursday, April02, 2026
End ofe-voting:	5:00 p.m.(IST) on Friday, May 01, 2026

Further, the Postal Ballot Notice is also available on the website of the Company: www.dilipbuildcon.com

We hereby request you to take the above-said item on your record.

For Dilip Buildcon Limited

Digitally signed by ABHISHEK ABHISHEK SHRIVASTAVA SHRIVASTAVA Date: 2026.04.01 12:01:12 +05'30'

Abhishek Shrivastava Company Secretary

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(CIN: L45201MP2006PLC018689) Regd. Of�ice: Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal (M.P)- 462016

Email Id: [email protected], website: www.dilipbuildcon.com Tel. No. 0755-4029999, Fax No. 0755-4029998

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

To the Members of the Company,

Notice is hereby given that the resolutions set out below are proposed for approval by the members of Dilip Buildcon Limited (“the Company”) by means of Postal Ballot, only by remote e-voting process (“e-voting”) being provided by the Company to all its members to cast their votes electronically, pursuant to applicable provisions of Sections 108, 110 and other applicable provisions of the Companies Act, 2013 (“ the Companies Act ” or “ the Act ”), read with the Companies (Management and Administration) Rules, 2014 (“ the Rules ”), Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and Secretarial Standards – 2 (SS-2) on “General Meetings” issued by the Institute of Company Secretaries of India (ICSI), including any statutory modi�ication(s), amendment(s) or reenactment(s) thereof for the time being in force, read with the Circulars issued from time to time by the Ministry of Corporate Affairs (“ MCA ”), including the General Circular No. 03/2025 dated 22nd September, 2025 (the “ MCA Circulars ”) and the Circulars issued from time to time by the Securities and Exchange Board of India (“ SEBI ”) (the “ SEBI Circulars ”).

The Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions proposed in this Postal Ballot Notice and additional information as required under the Listing Regulations is attached.

In compliance with the MCA Circulars, the Company is sending this Notice only in electronic form to those Members whose e-mail addresses are registered with the Company/ MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“MUFG”), the Company’s Registrar and Transfer Agent RTA/ MUFG Intime/ Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through Remote e-Voting system. The detailed procedure for Remote e-Voting forms part of the ‘Notes’ section to this Notice. Eligible Members whose e-mail address is not registered with the Company/Depositories, may get the notice of the Postal Ballot available on the website of the Company at www.dilipbuildcon.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of our e-Voting agency at www.in.mpms.mufg.com.

In compliance with the provisions of Sections 108, 110 and other applicable provisions of the Act, read with Rules 20 and 22 of the of the Companies (Management and Administration) Rules, Regulation 44 of the SEBI Listing Regulations, SS-2 and MCA Circulars, the Company has provided Remote e-Voting facility only, to the Members to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. For this purpose, the Company has engaged MUFG as the agency to provide Remote e- Voting facility. Voting rights of the Members shall be in proportion to the shares held by them in the share capital of the Company as on Friday, March 27, 2026 (‘Cut-off date’) The instructions for Remote e-Voting forms part of this Postal Ballot Notice.

Members are requested to carefully read the instructions in this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) only through the Remote e-Voting process starting from 9:00 a.m. (IST) on Thursday, April 02, 2026 and not later than 5:00 p.m. (IST) on Friday, May 01, 2026 Remote e-Voting will be disabled by MUFG immediately thereafter and will not be allowed beyond the said date and time.

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PROPOSED RESOLUTIONS – SPECIAL BUSINESS:

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Item No.1:

TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH KARIMNAGAR-WARANGAL HIGHWAYS LIMITED UNDER REGULATION 23 OF SEBI (LODR) REGULATION, 2015

To consider, and, if thought �it, approve the material related party transaction(s) proposed to be entered into by the Company, beyond the Materiality threshold as provided in Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Regulation 23 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, and pursuant to the Company’s Policy on Related Party Transactions and based on the prior approval of the Audit Committee and the recommendation/approval of the Board of Directors, the approval of the Members be and is hereby accorded to the Board of Directors to enter into and/or to continue to enter into contracts/arrangements/ transactions whether by way of an individual transaction or a series of transactions taken together, the details of which are provided in the Explanatory Statement pursuant to Section 102 and other provisions of the Companies Act, 2013 read with related rules, with Karimnagar-Warangal Highways Limited , (a subsidiary which is also a related party of the Company as per Regulation 2(1)(zb) of the SEBI Listing Regulations) on such material terms and conditions as detailed in the explanatory statement to this resolution and as deemed �it by the Board of Directors (the “Board”, which term shall include any of the committees thereof being authorised in this behalf) of the Company, in its absolute discretion for an aggregated value not exceeding Rs.1,325.00 Crores (Rupees One Thousand Three Hundred Twenty-Five Crore only) for a period as required by the Lenders and/or completion of the Project and the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out on arm’s length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to and perform all such acts, deeds, matters and things, as may be necessary and deem �it at its absolute discretion and to take all such steps as may be required in this connection including �inalising and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, �ile applications and make representations in respect thereof, and seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Director(s) or any other of�icer(s)/ authorised representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s).

RESOLVED FURTHER THAT all actions taken by the Board, or any other person so authorised by the Board, in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, rati�ied and con�irmed in all respects.”

Item No.2

TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH DBL BHOPAL SOLAR LIMITED UNDER REGULATION 23 OF SEBI (LODR) REGULATION, 2015

“RESOLVED THAT pursuant to Regulation 23 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, and pursuant to the Company’s Policy on Related Party Transactions and based on the prior approval of the Audit Committee and the recommendation/approval of the Board of Directors, the approval of the Members be and is hereby accorded to the Board of Directors to enter into and/or to continue to enter into contracts/arrangements/ transactions whether by way of an individual transaction or a series of transactions taken together, the details of which are provided in the Explanatory Statement pursuant to Section 102 and other provisions of the Companies Act, 2013 read with related rules, with DBL Bhopal Solar Limited , (a step down subsidiary which is also a related party of the Company as per Regulation 2(1)(zb) of the SEBI Listing Regulations) on such material terms and conditions as detailed in the explanatory statement to this resolution and as deemed �it by the Board of Directors (the “Board”, which term shall include any of the committees thereof being authorised in this behalf) of the Company, in its absolute discretion for an aggregated value not exceeding Rs.1,210.00 Crores (Rupees One thousand two hundred ten crore only) for a period as required by the Lenders and/or completion of the Project and the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out on arm’s length basis and in the ordinary course of business of the Company.

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Item No.3

TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH DBL DHAR SOLAR LIMITED UNDER REGULATION 23 OF SEBI (LODR) REGULATION, 2015

“RESOLVED THAT pursuant to Regulation 23 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, and pursuant to the Company’s Policy on Related Party Transactions and based on the prior approval of the Audit Committee and the recommendation/approval of the Board of Directors, the approval of the Members be and is hereby accorded to the Board of Directors to enter into and/or to continue to enter into contracts/arrangements/ transactions whether by way of an individual transaction or a series of transactions taken together, the details of which are provided in the Explanatory Statement pursuant to Section 102 and other provisions of the Companies Act, 2013 read with related rules, with DBL Dhar Solar Limited , (a step down subsidiary which is also a related party of the Company as per Regulation 2(1)(zb) of the SEBI Listing Regulations) on such material terms and conditions as detailed in the explanatory statement to this resolution and as deemed �it by the Board of Directors (the “Board”, which term shall include any of the committees thereof being authorised in this behalf) of the Company, in its absolute discretion for an aggregated value not exceeding Rs.1,165.00 Crores (Rupees One Thousand One Hundred Sixty-Five Crore Only) for a period as required by the Lenders and/or completion of the Project and the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out on arm’s length basis and in the ordinary course of business of the Company.

Item No.4

TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH DBL GUNA SOLAR LIMITED UNDER REGULATION 23 OF SEBI (LODR) REGULATION, 2015

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to enter into and/or to continue to enter into contracts/arrangements/ transactions whether by way of an individual transaction or a series of transactions taken together, the details of which are provided in the Explanatory Statement pursuant to Section 102 and other provisions of the Companies Act, 2013 read with related rules, with DBL Guna Solar Limited , (a step down subsidiary which is also a related party of the Company as per Regulation 2(1)(zb) of the SEBI Listing Regulations) on such material terms and conditions as detailed in the explanatory statement to this resolution and as deemed �it by the Board of Directors (the “Board”, which term shall include any of the committees thereof being authorised in this behalf) of the Company, in its absolute discretion for an aggregated value not exceeding Rs.1,220.00 Crores (Rupees One Thousand Two Hundred Twenty Crores Only) for a period as required by the Lenders and/or completion of the Project and the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out on arm’s length basis and in the ordinary course of business of the Company.

Item No.5

TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH DBL MANDSAUR SOLAR LIMITED UNDER REGULATION 23 OF SEBI (LODR) REGULATION, 2015

“RESOLVED THAT pursuant to Regulation 23 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, and pursuant to the Company’s Policy on Related Party Transactions and based on the prior approval of the Audit Committee and the recommendation/approval of the Board of Directors, the approval of the Members be and is hereby accorded to the Board of Directors to enter into and/or to continue to enter into contracts/arrangements/ transactions whether by way of an individual transaction or a series of transactions taken together, the details of which are provided in the Explanatory Statement pursuant to Section 102 and other provisions of the Companies Act, 2013 read with related rules, with DBL Mandsaur Solar Limited , (a step down subsidiary which is also a related party of the Company as per Regulation 2(1)(zb) of the SEBI Listing Regulations) on such material terms and conditions as detailed in the explanatory statement to this resolution and as deemed �it by the Board of Directors (the “Board”, which term shall include any of the committees thereof being authorised in this behalf) of the Company, in its absolute discretion for an aggregated value not exceeding Rs.1,355.00 Crores (Rupees One thousand three hundred �ifty-�ive crore only) for a period as required by the Lenders and/or completion of the Project and the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out on arm’s length basis and in the ordinary course of business of the Company.

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Item No.6

TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH DBL MANDVI RATLAM RENEWABLE LIMITED UNDER REGULATION 23 OF SEBI (LODR) REGULATION, 2015

“RESOLVED THAT pursuant to Regulation 23 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, and pursuant to the Company’s Policy on Related Party Transactions and based on the prior approval of the Audit Committee and the recommendation/approval of the Board of Directors, the approval of the Members be and is hereby accorded to the Board of Directors to enter into and/or to continue to enter into contracts/arrangements/ transactions whether by way of an individual transaction or a series of transactions taken together, the details of which are provided in the Explanatory Statement pursuant to Section 102 and other provisions of the Companies Act, 2013 read with related rules, with DBL Mandvi Ratlam Renewable Limited , (a step down subsidiary which is also a related party of the Company as per Regulation 2(1)(zb) of the SEBI Listing Regulations) on such material terms and conditions as detailed in the explanatory statement to this resolution and as deemed �it by the Board of Directors (the “Board”, which term shall include any of the committees thereof being authorised in this behalf) of the Company, in its absolute discretion for an aggregated value not exceeding Rs.1,130.00 Crores (Rupees One Thousand One Hundred Thirty Crores Only) for a period as required by the Lenders and/or completion of the Project and the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out on arm’s length basis and in the ordinary course of business of the Company.

Item No.7

TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH DBL RAJGARH SOLAR LIMITED UNDER REGULATION 23 OF SEBI (LODR) REGULATION, 2015

“RESOLVED THAT pursuant to Regulation 23 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, and pursuant to the Company’s Policy on Related Party Transactions and based on the prior approval of the Audit Committee and the recommendation/approval of the Board of Directors, the approval of the Members be and is hereby accorded to the Board of Directors to enter into and/or to continue to enter into contracts/arrangements/ transactions whether by way of an individual transaction or a series of transactions taken together, the details of which are provided in the Explanatory Statement pursuant to Section 102 and other provisions of the Companies Act, 2013 read with related rules, with DBL Rajgarh Solar Limited , (a step down subsidiary which is also a related party of the Company as per Regulation 2(1)(zb) of the SEBI Listing Regulations) on such material terms and conditions as detailed in the explanatory statement to this resolution and as deemed �it by the Board of Directors (the “Board”, which term shall include any of the committees thereof being authorised in this behalf) of the Company, in its absolute discretion for an aggregated value not exceeding Rs.1,390.00 Crores (Rupees One Thousand Three Hundred Ninety Crore Only) for a period as required by the Lenders and/or completion of the Project and the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out on arm’s length basis and in the ordinary course of business of the Company.

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such other documents as may be required, �ile applications and make representations in respect thereof, and seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company.

Item No.8

TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH DBL SUKHEDA RATLAM SOLAR LIMITED UNDER REGULATION 23 OF SEBI (LODR) REGULATION, 2015

“RESOLVED THAT pursuant to Regulation 23 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, and pursuant to the Company’s Policy on Related Party Transactions and based on the prior approval of the Audit Committee and the recommendation/approval of the Board of Directors, the approval of the Members be and is hereby accorded to the Board of Directors to enter into and/or to continue to enter into contracts/arrangements/ transactions whether by way of an individual transaction or a series of transactions taken together, the details of which are provided in the Explanatory Statement pursuant to Section 102 and other provisions of the Companies Act, 2013 read with related rules, with DBL Sukheda Ratlam Solar Limited , (a step down subsidiary which is also a related party of the Company as per Regulation 2(1)(zb) of the SEBI Listing Regulations) on such material terms and conditions as detailed in the explanatory statement to this resolution and as deemed �it by the Board of Directors (the “Board”, which term shall include any of the committees thereof being authorised in this behalf) of the Company, in its absolute discretion for an aggregated value not exceeding Rs.1,415.00 Crores (Rupees One Thousand Four Hundred Fifteen Crore Only) for a period as required by the Lenders and/or completion of the Project and the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out on arm’s length basis and in the ordinary course of business of the Company.

Item No.9

TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH DBL VIDISHA SOLAR LIMITED UNDER REGULATION 23 OF SEBI (LODR) REGULATION, 2015

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conditions as detailed in the explanatory statement to this resolution and as deemed �it by the Board of Directors (the “Board”, which term shall include any of the committees thereof being authorised in this behalf) of the Company, in its absolute discretion for an aggregated value not exceeding Rs.1,255.00 Crores (Rupees One thousand two hundred �ifty-�ive crore only) for a period as required by the Lenders and/or completion of the Project and the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out on arm’s length basis and in the ordinary course of business of the Company.

Item No.10

TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH DBL POWER TRANSMISSION PROJECTS PRIVATE LIMITED UNDER REGULATION 23 OF SEBI (LODR) REGULATION, 2015

“RESOLVED THAT pursuant to Regulation 23 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, and pursuant to the Company’s Policy on Related Party Transactions and based on the prior approval of the Audit Committee and the recommendation/approval of the Board of Directors, the approval of the Members be and is hereby accorded to the Board of Directors to enter into and/or to continue to enter into contracts/arrangements/ transactions whether by way of an individual transaction or a series of transactions taken together, the details of which are provided in the Explanatory Statement pursuant to Section 102 and other provisions of the Companies Act, 2013 read with related rules, with DBL Power Transmission Projects Private Limited (a wholly owned subsidiary which is also a related party of the Company as per Regulation 2(1)(zb) of the SEBI Listing Regulations) on such material terms and conditions as detailed in the explanatory statement to this resolution and as deemed �it by the Board of Directors (the “Board”, which term shall include any of the committees thereof being authorised in this behalf) of the Company, in its absolute discretion for an aggregated value not exceeding Rs.1,850.00 Crores (Rupees One Thousand Eight Hundred Fifty Crore only) for a period as required by the Lenders and/or completion of the Project and the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out on arm’s length basis and in the ordinary course of business of the Company.

Item No.11

TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH DBL RENEWABLE PRIVATE LIMITED UNDER REGULATION 23 OF SEBI (LODR) REGULATION, 2015

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“RESOLVED THAT pursuant to Regulation 23 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, and pursuant to the Company’s Policy on Related Party Transactions and based on the prior approval of the Audit Committee and the recommendation/approval of the Board of Directors, the approval of the Members be and is hereby accorded to the Board of Directors to enter into and/or to continue to enter into contracts/arrangements/ transactions whether by way of an individual transaction or a series of transactions taken together, the details of which are provided in the Explanatory Statement pursuant to Section 102 and other provisions of the Companies Act, 2013 read with related rules, with DBL Renewable Private Limited (a wholly owned subsidiary which is also a related party of the Company as per Regulation 2(1)(zb) of the SEBI Listing Regulations) on such material terms and conditions as detailed in the explanatory statement to this resolution and as deemed �it by the Board of Directors (the “Board”, which term shall include any of the committees thereof being authorised in this behalf) of the Company, in its absolute discretion for an aggregated value not exceeding Rs. 2,500.00 Crores (Rupees Two thousand �ive hundred Crore only) for a period as required by the Lenders and/or completion of the Project and the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out on arm’s length basis and in the ordinary course of business of the Company.

Item No.12

TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH DBL ERCP BANDH BARETHA PRIVATE LIMITED UNDER REGULATION 23 OF SEBI (LODR) REGULATION, 2015

“RESOLVED THAT pursuant to Regulation 23 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, and pursuant to the Company’s Policy on Related Party Transactions and based on the prior approval of the Audit Committee and the recommendation/approval of the Board of Directors, the approval of the Members be and is hereby accorded to the Board of Directors in addition to the existing limit approved by the members vide Resolution dated January 17, 2026, to enter into contracts/arrangements/ transactions of sale, purchase or supply of goods or services or any other similar business transaction and trade advances whether by way of an individual transaction or a series of transactions taken together, the details of which are provided in the Explanatory Statement pursuant to Section 102 and other provisions of the Companies Act, 2013 read with related rules, with DBL ERCP Bandh Baretha Private Limited (a subsidiary which is also a related party of the Company as per Regulation 2(1)(zb) of the SEBI Listing Regulations) on such material terms and conditions as detailed in the explanatory statement to this resolution and as deemed �it by the Board of Directors (the “Board”, which term shall include any of the committees thereof being authorised in this behalf) of the Company, in its absolute discretion for an aggregated value not exceeding Rs. 900.00 Crores (Rupees Nine hundred Crore only) for a period as required by the Lenders and/or completion of the Project and the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out on arm’s length basis and in the ordinary course of business of the Company.

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Item No.13

TO CONSIDER AND APPROVE THE LIMIT OF RS. 3785.50 CRORES UNDER SECTION 185 OF COMPANIES ACT, 2013 FOR PROVIDING ANY LOANS FOR THE FINANCIAL YEAR 2026-27

To consider, and, if thought �it, authorise the Board for giving loan(s) to any Subsidiary Companies and/or Associate Companies (whether public or private company) and/ or Joint Venture and/ or Trust and/ or Body Corporate(s) or group entity of the Company and to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions, if any of the Companies Act, 2013 (“Act”) (including any statutory modification(s) or re-enactment thereof for the time being in force) and the provisions of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise its powers, including the powers conferred by this Resolution), for giving loan(s) in one or more tranches including loan represented by way of book debt (the “Loan”) to any entity which is a Subsidiary Companies and/or Associate Companies (whether public or private company) and/ or Joint Venture and/ or Trust and/ or Body Corporate(s) or group entity of the Company or any other person in which any of the Directors of the Company is deemed to be interested as specified in the explanation to sub-section 2 of section 185 of the Act (collectively referred to as the “Entities”), of an aggregate amount not exceeding Rs. 3785.50 crores (Rupees Three thousand seven hundred eightyfive crore and fifty lakh Only) for financial year 2026-27, in one or more tranches, in its absolute discretion deem beneficial and in the best interest of the Company, provided that such loans are utilized for principle business activities.

RESOLVED FURTHER THAT Board of Directors of the company be and is hereby authorized to do all such acts, deeds, matters, and things, in its absolute discretion, as may be considered necessary, expedient or desirable and to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution or otherwise considered by the Board of Directors in the interest of the Company.”

By Order of the Board of Directors of Dilip Buildcon Limited

Place : Bhopal Date : : April 01, 2026 Registered Of�ice Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal (M.P.)462016 CIN: L45201MP2006PLC018689 Tel No: 0755-4029999 Email Id: [email protected] Website: www.dilipbuildcon.com

Sd/Abhishek Shrivastava Company Secretary

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NOTES:

A statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the Listing Regulations is attached.
In terms of Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of Companies (Management and Administration) Rules, 2014, the business set out in the notice above is sought to be passed by postal ballot.
In accordance with the MCA Circulars and the SEBI Listing Regulations, this Postal Ballot Notice is being sent only through electronic mode to those members who have registered their email address with their Depository Participant(s) (“DPs”) or with RTA and whose names appear in the Register of Members/ List of Bene�icial Owners as received from Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on Friday, March 27, 2026 (“Cut-off Date”) in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and MCA Circulars. In accordance with the aforesaid MCA Circulars, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the members for this Postal Ballot. The communication of the assent or dissent of the members would take place through the process of remote e-voting only. A person who is not a member as on the Cut-Off Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information purposes only.
In terms of Sections 108, 110 and other applicable provisions of the Companies Act, 2013, as amended, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and in compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “SEBI Listing Regulations”) and SS -2 issued by the Institute of Company Secretaries of India on General Meeting, as amended from time to time, the Company is pleased to offer remote e-voting facility to all the members of the Company to cast their votes electronically. The Company has appointed MUFG Intime India Private Limited (MUFG) for facilitating e-voting to enable the members to cast their votes electronically (hereinafter referred to as the “Remote e-voting”). The instructions for e-voting are provided as part of this Notice.
As per the MCA Circulars, physical copies of the Postal Ballot Notice, Postal Ballot Forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through Remote e-Voting only.
The Notice of Postal Ballot is also placed on the website of the Company i.e. www.dilipbuildcon.com, the website of MUFG Intime India Private Limited : www.in.mpms.mufg.com and websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.
The Instructions and other information relating to e-voting are as under: As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.
To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company or to Company’s Registrar & Transfer Agent, MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) (hereinafter referred as ‘RTA/MUFG Intime’) at C- 101, 1[st ] Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli West, Mumbai – 400 083, in case the shares are held by them in physical form.
The Board of Directors has appointed M/s Piyush Bindal & Associates, Practicing Company Secretaries (Membership No. FCS 6749; CP No. 7442), as Scrutiniser for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutiniser’s decision on the validity of the votes cast in the Postal Ballot shall be �inal.
The Scrutiniser will submit his report, after the completion of scrutiny, to the Chairman and Managing Director of the Company or any person authorised by him. The results of e-voting will be announced on or before Monday, May 04, 2026 , and will be displayed on the Company’s website at www.dilipbuildcon.com and the website of MUFG at www.in.mpms.mufg.com. The results will simultaneously be communicated to the Stock Exchanges.
The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e. Friday, May 01, 2026.
After sending the notice of Postal Ballot through email, an advertisement will be published in one English national daily newspaper circulating in the whole or substantially the whole of India and one Hindi (Vernacular) daily newspaper
All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the members from the date of circulation of this Postal Ballot Notice until the last date of e-voting.

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Members seeking to inspect such documents can send an email to [email protected] mentioning his / her / its folio number / DP ID and Client ID.

Members who have not registered their email addresses, may request to register the same:

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Demat Shareholders The shareholders are requested to register their e-mail address, in respect of demat holdings
with the respective DP by following the procedure prescribed by the DP.
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Physical Shareholders Write an e-mail with request letter mentioning name, folio number, scan copy of self-attested PAN, cancelled cheque leaf bearing name of the Member and copy of physical share certificate to MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) at [email protected]. Or visit https://web.in.mpms.mufg.com/EmailReg/Email_Register.html and follow the registration process as guided therein.

Login method for Individual shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - NSDL OTP based login

a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Veri�ication code and generate OTP.
c) Enter the OTP received on your registered email ID/ mobile number and click on login.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - NSDL IDeAS facility

Shareholders registered for IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Bene�icial Owner” icon under “IDeAS Login Section”.
b) Enter IDeAS User ID, Password, Veri�ication code & click on “Log-in”.
c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on “Access to e-Voting” under e-Voting services.
d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Veri�ication code & click on “Submit”.
c) Enter the last 4 digits of your bank account / generate ‘OTP’
d) Post successful registration, user will be provided with Login ID and password.
e) Follow steps given above in points (a-d).

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METHOD 3 - NSDL e-voting website

a) Visit URL: https://www.evoting.nsdl.com
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Veri�ication Code as shown on the screen & click on “Login”.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

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e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 - CDSL e-voting page

a) Visit URL: https://www.cdslindia.com b) Go to e-voting tab.
c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - CDSL Easi/ Easiest facility

Shareholders registered for Easi/ Easiest facility:

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or Visit URL: www.cdslindia.com, click on “Login” and select “My Easi New (Token)”.
b) Enter existing username, Password & click on “Login”.
c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for Easi/ Easiest facility:

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Home/EasiRegistration / https://web.cdslindia.com/myeasitoken/Home/EasiestRegistration.
b) Proceed with updating the required �ields for registration.
c) Post successful registration, user will be provided username and password on the registered email id. Follow steps given above in points (a-c).

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, user shall navigate through “e-voting” option.
c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
d) Post successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:

STEP 1: LOGIN / SIGNUP on InstaVote

Shareholders registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab. b) Enter details as under:

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User ID: Enter User ID
Password: Enter existing Password
Enter Image Veri�ication (CAPTCHA) Code
Click “Submit”.
(Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions”)

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Shareholders not registered for INSTAVOTE facility:
a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:
1. User ID: Enter User ID
2. PAN: Enter your 10-digit Permanent Account Number
(PAN) (Shareholders who have not updated their PAN
with the Depository Participant (DP)/ Company shall
use the sequence number provided to you, if
applicable.
3. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in
DD/MM/YYYY format)
4. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
o Shareholders, holding shares in NSDL form , shall provide ‘point 4’ above.
o Shareholders, holding shares in CDSL form , shall provide ‘point 3’ or ‘point 4’ above.
o Shareholders, holding shares in physical form but have not recorded ‘point 3’ and ‘point 4’, shall provide their Folio
number in ‘point 4’ above
5. Set the password of your choice.
(The password should contain minimum 8 characters, at least one special Character (!#$&), at least one numeral, at least
one alphabet and at least one capital letter).
6. Enter Image Veri�ication (CAPTCHA) Code.
7. Click “Submit” (You have now registered on InstaVote).
Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a-b)
STEP 2: Steps to cast vote for Resolutions through InstaVote
A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Noti�ication for e-voting”.
B. Select ‘View’ icon. E-voting page will appear.
C. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the
entire Resolution details, click on the ‘View Resolution’ �ile link).
D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
E. A con�irmation box will be displayed. If you wish to con�irm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and
accordingly modify your vote.
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NOTE : Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.

Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at [email protected] and the company at registered email address.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

A. Visit URL: https://instavote.linkintime.co.in
B. Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”
C. Fill up your entity details and submit the form.

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D. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is �illed at the time
of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and
sent to [email protected].
E. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now
registered on InstaVote)
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STEP 2 – Investor Mapping

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A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
B. Click on “Investor Mapping” tab under the Menu section
C. Map the Investor with the following details:
1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e.,
IN00000012345678; Investor ID for CDSL demat account is 16 Digit Bene�iciary ID.
2) ‘Investor’s Name - Enter Investor’s Name as updated with DP.
3) ‘Investor PAN’ - Enter your 10-digit PAN.
4) ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.
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NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Bene�iciary ID.

Further, Custodians and Mutual Funds shall also upload specimen signatures.

Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report section”.

STEP 3 – Steps to cast vote for Resolutions through InstaVote

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on “Votes Entry” tab under the Menu section.
c) Enter the “Event No.” for which you want to cast vote. Event No. can be viewed on the home page of InstaVote under “On-going Events”.
d) Enter “16-digit Demat Account No.”.
e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ �ile link). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
f) A con�irmation box will be displayed. If you wish to con�irm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

METHOD 2 - VOTES UPLOAD

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

b) After successful login, you will see “Noti�ication for e-voting”.
c) Select “View” icon for “Company’s Name / Event number”.
d) E-voting page will appear.
e) Download sample vote �ile from “Download Sample Vote File” tab.
f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote �ile and upload the same under “Upload Vote File” option.
g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

NOTE : Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at [email protected] and the company at registered email address.

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HELPDESK:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

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Login type Helpdesk details
Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by sending
securities in demat mode with NSDL request at [email protected] or call at: 022 - 4886 7000
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by sending
securities in demat mode with CDSL request at [email protected] or contact at toll free no. 1800 22 55 33
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Forgot Password:

Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

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Click on “Login” under ‘SHARE HOLDER’ tab.
Further Click on “forgot password?”
Enter User ID, select Mode and Enter Image Veri�ication code (CAPTCHA).
Click on “SUBMIT”.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab
Further Click on “forgot password?”
Enter User ID, Organization ID and Enter Image Veri�ication code (CAPTCHA).
Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

General Instructions - Shareholders

It is strongly recommended not to share your password with any other person and take utmost care to keep your password con�idential.
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

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The e-voting period commences on Thursday, April 02, 2026 at 9:00 A.M . and ends on Friday, May 01, 2026 at 5:00 P.M . The remote e-voting module shall be disabled for voting thereafter. During this period, the members of the Company holding shares, as on the cut-off date, being Friday, March 27, 2026 , may cast their vote by electronic means. Once the members cast the vote, thereafter, the member shall not be allowed to change it subsequently.
The voting rights of the members shall be in proportion to their shares held by them in the Company, as on Friday, March 27, 2026.
The Scrutinizer will submit the results to the Chairman or any authorised person of the Company after completion of the scrutiny of the e-voting and the results of the voting by Postal Ballot will be announced on or before Monday, May 04, 2026 .
The result of the Postal Ballot along with the Scrutinizer’s Report will also be displayed on the Company’s website www.dilipbuildcon.com, also on the website of MUFG and shall be communicated to the Stock Exchanges where the Company’s shares are listed. The result of the Postal Ballot will also be displayed at the Registered Of�ice of the Company.
Resolution passed by the Members through postal ballot is deemed to have been passed as if the same has been passed at a General Meeting of the Members.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, setting out all the material facts relating to the Special Business mentioned in this Postal Ballot Notice is given below:

ITEM NO. 1 to 12:

Pursuant to the provisions of the Regulation 23 of the SEBI Listing Regulations, as amended by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (‘Listing Regulations’), require prior approval of shareholders by means of an Ordinary Resolution for all material related party transaction(s), if the transaction(s) to be entered into, either individually or taken together with previous transactions during a �inancial year, whether directly and/or through its subsidiary(ies), exceed(s) the thresholds speci�ied in Schedule XII of the regulations, even if such transactions are in the ordinary course of business of the Company and at an arm’s length basis.

The amended Regulation 2(1)(zc) of the SEBI Listing Regulations has also widened the de�inition of “related party transaction” to include, inter alia , a transaction involving a transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, regardless of whether a price is charged or not.

Details of the transactions for Item No. 1 to 11

For execution of the Projects, the wholly owned subsidiary, subsidiary, step down subsidiary shall require �inancial assistance and for this purpose, DBL being its ultimate Parent Company it is commercially expedient for the Company to enter into transactions with its Promoter and Holding Company in the ordinary course of business and providing support to wholly owned subsidiary, subsidiary, step down subsidiary by making investment, providing unsecured loans as well as providing security and Guarantee (including but not limited to corporate guarantee, performance guarantee in nature of security/contractual commitment), surety, indemnity or comfort letter, by whatever name called, made or given by the Company to secure the bank limits or various other guarantees or as may be required by any Authority or lenders for execution of the Project and sale, purchase or supply of goods or services or any other similar business transaction and trade advances.

DBL may enters into various transactions with wholly owned subsidiary, subsidiary, step down subsidiary in the form of making Investment, providing Loans, providing Security, various Guarantee (including corporate guarantee and performance guarantee in nature of security/contractual commitment), surety, indemnity or comfort letter, by whatever name called, made or given by the Company guarantees, or security creation for and on behalf of wholly owned Subsidiary, Subsidiary, step down Subsidiary to enable lenders to extend the necessary �inancial assistance which will enable wholly owned Subsidiary, Subsidiary, step down Subsidiary for the effective execution and long-term sustainability of the Project, for project execution or bridging working capital gaps, for timely and uninterrupted execution of the Project, and to assure lenders and authority for performance and repayment obligations.

Details of the transactions for Item No. 12

The Company, being the parent company of DBL ERCP Bandh Baretha Private Limited, enters into various operational and business transactions with its Promoter and Holding Company in the ordinary course of business.

In order to facilitate smooth business operations and execution of projects, the Company is required to enter into contracts/arrangements/transactions with its Promoter and Holding Company for sale, purchase or supply of goods or services or other similar business transactions and trade advances, whether by way of an individual transaction or a series of transactions taken together.

The Members of the Company had earlier approved, by way of resolution dated January 17, 2026, a limit of Rs. 1,650.00 Crores for entering into such contracts/arrangements/transactions with the Promoter and Holding Company for making investment, providing unsecured loans as well as providing security and Guarantee (including but not limited to corporate guarantee, performance guarantee in nature of security/contractual commitment), surety, indemnity or comfort letter, by whatever name called, made or given by the Company to secure the bank limits or various other guarantees or as may be required by any Authority or lenders for execution of the Project..

Considering the operational requirements and expected volume of transactions, based on the approval of the Audit Committee, the Board of Directors of the Company in its meeting held on February 09, 2026 and February 10, 2026 respectively, has approved, subject to the approval of the Members, an additional limit of Rs. 900.00 Crores , over and above the existing approved limit, for entering into such contracts/arrangements/transactions with the Promoter and Holding Company in the ordinary course of business and on an arm’s length basis.

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Such RPT with DBL ERCP Bandh Baretha Private Limited, would derive various bene�its to the Company, including ef�icient treasury and liquidity management, access to �lexible funding support from the Promoter and Holding Company, revenue generation, cost optimization through shared infrastructure and centralized services, economies of scale, enhanced brand recognition, improved negotiation power for insurance and other arrangements, and ef�icient deployment of surplus funds.

Accordingly, the approval of the Members is sought to enable the Company to enter into such contracts/arrangements/transactions, whether by way of an individual transaction or a series of transactions taken together, for an additional aggregate limit of Rs. 900.00 Crores, for sale, purchase or supply of goods or services or other similar business transactions and trade advances, in addition to the existing approved limit of Rs. 1,650.00 Crores for making investment, providing unsecured loans as well as providing security and Guarantee (including but not limited to corporate guarantee, performance guarantee in nature of security/contractual commitment), surety, indemnity or comfort letter, by whatever name called, made or given by the Company.

The aggregate of such transaction(s) for Item No. 1 to 12 is likely to cross the applicable materiality thresholds as provided in Regulation 23 of the SEBI Listing Regulations. Accordingly, as per the SEBI Listing Regulations, prior approval of the Members is being sought for all such arrangement(s) / transaction(s) / contract(s) proposed to be undertaken by the Company with the wholly owned Subsidiary, Subsidiary, step down Subsidiary, whose value may exceed the materiality threshold as provided in Regulation 23 of the SEBI Listing Regulations, considering the best interest of the Company. All the said transactions shall be in the ordinary course of business of the Company and on an arm’s length basis.

Further, Securities and Exchange Board of India (“SEBI”) vide its circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/18 dated 14 February, 2025 and by further updates on circular(s) has introduced the Industry Standards on “Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction” (“Industry Standards”) to facilitate uniform approach and assist listed companies in complying with the provisions of Regulation 23 of the Listing Regulations.

The Audit Committee at its meeting held on 9[th] February, 2025 has, on the basis of a thorough scrutiny of relevant details / documents provided by the Management and also of the mandatory disclosure which is required to be made to the Audit Committee in accordance with the Industry Standards on “Minimum Information to be provided to the Audit Committee and Shareholders for Approval of Related Party Transactions”, reviewed and approved the said transaction(s), and recommended the same to the Board of Directors, subject to approval of the Members, while noting that such transaction(s) shall be on arms’ length basis and in the ordinary course of business of the Company.

The Audit Committee has reviewed all necessary information and granted approval for entering into the RPTs between the Company and wholly owned subsidiary, subsidiary, step down subsidiary for an aggregate value not exceeding Rs. 16,715 Crores to be entered for making investment, providing loans, providing Security, Guarantee (including performance guarantee in nature of security/contractual commitment), surety, indemnity or comfort letter, by whatever name called, made or given by the Company in favour of lender(s) or security trustee(s) in connection with credit facilities availed or to be availed or in favour of any Authority for execution of the Project. While approving the RPTs, the Audit Committee has reviewed the certi�icates provided by the CEO and CFO of the Company as required under the Industry Standards on RPT and has also determined that the promoters will not bene�it from the proposed RPTs at the expense of public shareholders. The Committee has noted that the said transactions will be on an arms’ length basis and in the ordinary course of business. These RPTs were also placed before the Board of Directors on a voluntary basis and the same were approved by the Board.

Considering the above requirements, Resolution No.1 to 12 is recommended by the Board to the Members for their approval as an Ordinary Resolution along with necessary details on the proposed RPTs provided in this Statement. None of the Directors, Key Managerial Personnel of the Company or any of their relatives, are concerned or interested in the above proposed resolution. However, they may be deemed to be interested �inancially or otherwise to the extent of their shareholding in such Company, if any.

Encl: Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for Approval of Related Party Transactions (RPTs)” (“RPT Industry Standards”) – Annexure-I

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Item No. 13

The Board has considered that pursuant to Section 185 of the Companies Act, 2013 and in the ordinary course of business; the Company may advance any loan including any loan represented by a book debt, to the Subsidiary Companies and/or Associate Companies (whether public or private company) and/ or Joint Venture and/ or Trust and/ or Body Corporate(s) or group entity of the Company or any other person in which any of the Directors of the Company is deemed to be interested, for their business necessity from time to time.

The Board has considered that the Company is eligible to give any loans where any or all the directors are interested, subject to the requirement for approval of the members by way of special resolution and that the amount any loans should be utilized by such Companies for their principal business activities.

Hence, in order to conduct the smooth operations of the business and align with the various legislations, policies, guidelines laid down by various statutory authorities/lenders and other operational business requirements of the Subsidiary Companies and/or Associate Companies (whether public or private company) and/ or Joint Venture and/ or Trust and/ or Body Corporate(s) or group entity of the Company and on the basis of recommendation of Audit Committee, the Board of Directors of the Company has proposed to obtain approval of the shareholders by way of special resolution under section 185 of the companies Act, 2013 as contained in the notice of the Extraordinary General Meeting for an amount of Rs. 3785.50 Crores (Rupees Three Thousand Seven Hundred EightyFive Crores and Fifty Lakhs Only) for �inancial year 2026-27 in one or more tranches at any time and the said loan given by the Company shall be utilized for the principal business activities of the recipient Company(ies).

The details of limits are as under:

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Limits
for FY
Sr. Purpose of Rate of
Name of Companies Current Status 2026-27
No. giving loan Interest
(Rs. in
crores)
Wholly Owned To meet the Interest
1 Dharmapuri – Salem Thoppur ghat limited 110.00
Subsidiary routine/prin will be
Wholly Owned cipal charged as
2 DBL Power Transmission Projects Private limited Subsidiary Business per the 117.00
Wholly Owned activities provision
3 DBL Renewable Private limited Subsidiary of the of the 150.00
Company Companies
4 Sannur Bikarnakette Highways Limited Subsidiary 165.00
Act,
5 Bangarupalem Gudipala Highways Limited Subsidiary 2013, if 183.00
6 Raipur-Visakhapatnam-CG-2 Highways Limited Subsidiary applicable, 130.00
as
7 Maradgi S Andola-Baswantpur Highways Limited Subsidiary 168.50
amended
8 Urga – Pathalgaon Highways Limited Subsidiary from time 95.00
9 Mehgama-Hansdiha Highways Limited Subsidiary to time 110.00
10 Karimnagar-Warangal Highways Limited Subsidiary 110.00
11 Bengaluru-Vijayawada Expressway Package-1 Limited Subsidiary 75.00
12 Bengaluru-Vijayawada Expressway Package-4 Limited Subsidiary 9.00
13 Bengaluru-Vijayawada Expressway Package-7 Limited Subsidiary 199.00
14 DBL-VPR Mining Private Limited subsidiary 105.00
15 DBL Pachhwara Coal Mine Private Limited subsidiary 49.00
16 DBL Power Project Private limited subsidiary 50.00
17 DBL APMPL Solar Power Private Limited subsidiary 450.00
Step down
18 DBL Bhopal Solar Limited 750.00
Subsidiary
Step down
19 DBL Dhar Solar Limited 25.00
Subsidiary
Step down
20 DBL Guna Solar Limited 25.00
Subsidiary
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Step down
21 DBL Mandsaur Solar Limited 25.00
Subsidiary
Step down
22 DBL Rajgarh Solar Limited 25.00
Subsidiary
Step down
23 DBL Shajapur Solar Limited 25.00
Subsidiary
Step down
24 DBL Sukheda Ratlam Solar Limited 25.00
Subsidiary
Step down
25 DBL Vidisha Solar Limited 25.00
Subsidiary
Step Down
26 DBL Mandvi Ratlam Renewable Limited 25.00
Subsidiary
Step Down
27 DBL Neemuch Renewable Limited 25.00
Subsidiary
other than
28 Aarneel Technocrafts Private Limited 25.00
subsidiary & JVs
other than
29 Dilip Mass Communication Private Limited 25.00
subsidiary & JVs
other than
30 Genex Hotels Private Limited 10.00
subsidiary & JVs
other than
31 Genex Lake View Residency Hotel Private Limited 25.00
subsidiary & JVs
other than
32 Suryavanshi Minerals Private Limited 25.00
subsidiary & JVs
other than
33 DNN Media Communication Private Limited 5.00
subsidiary & JVs
34 Dilip Buildcon Limited - Varaha Infra Limited (Ambala) JV 5.00
35 Dilip Buildcon - Varaha Infra Limited (Varanshi) JV 60.00
36 DBL DECO (JV) JV 10.00
37 DBL DECO (JV) JV 5.00
38 DBL - MBZ (JV) JV 5.00
39 DBL-SRBG (JV) JV 5.00
40 DBL-AHC (JV) JV 5.00
41 HCC-DBL (JV) JV 5.00
42 DBL-HCC (JV) Sahibganj JV 5.00
43 DBL-HCC (JV) Bhadbhut JV 5.00
44 DBL SIPL (JV) JV 5.00
45 DBL PEL (JV) JV 5.00
46 DBL VKMCPL JV JV 5.00
47 DBL-HCC (JV) ISD JV 5.00
48 DBL RBL (JV) JV 5.00
49 DBL-PSP (JV) JV 5.00
50 Poondiyankuppam Highways Limited JV 5.00
Acquisition is
51 Mekhali Power Transmission Limited 200.00
under process
Other (unidentified companies/not yet incorporated
/through acquisition companies / Body corporate /
52 - 75.00
JV’s / any other person not mentioned above or
otherwise)
Total 3785.50
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The Board recommends as a Special Resolution set forth in Item No. 13 of the accompanying Notice for the approval of the Members.

None of the Directors or Key Managerial Personnel of the Company and their relatives or any of other of�icial(s) of the Company are �inancially interested, as set out at Item no. 13 as a Special Resolution. however, they may be deemed to be interested �inancially or otherwise to the extent of their directorship or the shareholding in such Companies, if any.

By Order of the Board of Directors of Dilip Buildcon Limited Sd/Abhishek Shrivastava Company Secretary

Place: Bhopal Date: April 01, 2026 Registered Of�ice Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal (M.P.)462016 CIN: L45201MP2006PLC018689 Tel No: 0755-4029999 Email Id: [email protected] Website: www.dilipbuildcon.com

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PART A
A(1). Basic details of the related party
Karimnagar- DBL Power DBL DBL Rajgarh DBL Sukheda DBL Guna DBL Mandsaur DBL Dhar DBL Vidisha DBL Bhopal DBL Mandvi DBL ERCP
Warangal Transmission Renewable Solar Limited Ratlam Solar Solar Limited Solar Limited Solar Limited Solar Limited Solar Limited Ratlam Bandh
Highways Projects Private Limited Renewable Baretha
1 Name of the related party Limited Private Limited Limited Private
Limited Limited
2 Country of incorporation of the related party India India India India India India India India India India India India
Infrastructure Infrastructure Solar Solar Solar Solar Solar Solar Solar Solar Solar Infrastructure
3 Nature of business of the related party
A(2). Relationship and ownership of the related party
Subsidiary Wholly Owned Wholly Owned Step down Step down Step down Step down Step down Step down Step down Step down subsidiary
Relationship between the listed entity/subsidiary1 (in case of
subsidiary subsidiary subsidiary subsidiary subsidiary subsidiary subsidiary subsidiary subsidiary subsidiary
transaction involving the subsidiary) and the related party – including
nature of its concern (financial or otherwise) and the following:
53.68 100 100 100 100 100 100 100 100 100 - 74
Shareholding of the listed entity/ subsidiary (in case of transaction
involving the subsidiary), whether direct or indirect, in the related party.
Where the related party is a partnership firm or a sole proprietorship NA NA NA NA NA NA NA NA NA NA NA NA
concern or a body corporate without share capital, then capital
1 contribution, if any, made by the listed entity/ subsidiary (in case of
transaction involving the subsidiary).
Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Shareholding of the related party, whether direct or indirect, in the listed
entity/ subsidiary (in case of transaction involving the subsidiary).
Explanation: Indirect shareholding shall mean shareholding held through
any person, over which the listed entity/Subsidiary/ related party has
control2.
While calculating indirect shareholding, shareholding held by relatives
3shall also be considered.
A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity i.e 467.9682 NA NA NA NA NA NA NA NA NA NA NA
DBL or subsidiary (in case DBL is not a party) with the related party
during the last financial year. (Rs. In Cr)
1 Contract NA NA NA NA NA NA NA NA NA NA NA
Nature of Transactions Receipt and
FY 20xx-20xx (INR) USL2024-25 2024-25 2024-25 2024-25 2024-25 2024-25 2024-25 2024-25 2024-25 2024-25 2024-25 2024-25
Total amount of all the transactions undertaken by the listed entity or 225.156 NA NA NA NA NA NA NA NA NA NA NA
subsidiary with the related party in the current financial year up to the
quarter immediately preceding the quarter in which the approval is
sought. (Rs. In CR)
2 No NA NA NA NA NA NA NA NA NA NA NA
Any default, if any, made by a related party concerning any obligation
undertaken by it under a transaction or arrangement entered into with
the listed entity or its subsidiary during the last financial year.
A(4). Amount of the proposed transaction(s)
1 Amount of the proposed transactions being placed for approval in the 1325 1850 2500 1390 1415 1220 1355 1165 1255 1210 1130 900
meeting of the Audit Committee. (Rs. In Cr.)
Yes Yes for FY 2026- Yes for FY 2026- Yes for FY 2026- Yes for FY 2026- Yes for FY 2026- Yes for FY 2026- Yes for FY 2026- Yes for FY 2026- Yes for FY 2026- Yes for FY 2026- Yes for FY 2026-
Whether the proposed transactions taken together with the transactions 27 for which 27 for which 27 for which 27 for which 27 for which 27 for which 27 for which 27 for which 27 for which 27 for which 27 for which
undertaken with the related party during the current financial year
approval is approval is approval is approval is approval is approval is approval is approval is approval is approval is approval is
would render the proposed transaction a material RPT?
2 Note : material transaction means a transaction(s) which individually or sought sought sought sought sought sought sought sought sought sought sought
taken together with previous transactions during a financial year exceeds
10% of the annual consolidated turnover of the listed entity as per the last
audited financial statements of the listed entity
Value of the proposed transactions as a percentage of the listed entity’s 11.71 16.35 22.09 12.28 12.50 10.78 11.97 10.29 11.09 10.69 9.99 7.95
3 annual consolidated turnover for the immediately preceding financial
year ( preceding FY 2024-25)
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Value of the proposed transactions as a percentage of subsidiary’s Not Available Not Available Not Available Not Available Not Available Not Available Not Available Not Available Not Available Not Available Not Available Not Available
4 annual standalone turnover for the immediately preceding financial year
(in case of a transaction involving the subsidiary and where the listed
entity is not a party to the transaction)
240.82 - - - - - - - - - - -
Value of the proposed transactions as a percentage of the related party’s
5 annual consolidated turnover (if consolidated turnover is not available,
calculation to be made on standalone turnover of related party) for the
immediately preceding financial year, if available.
Financial performance of the related party for the immediately
preceding financial year:
Explanations:
6 The above information is to be given on standalone basis. If standalone
is not available, provide on consolidated basis
Net Profit (Rs. In Cr.) -13.50 NA NA NA NA NA NA NA NA NA NA NA
Turnover (Rs. In Cr.) 550.19 NA NA NA NA NA NA NA NA NA NA NA
Networth (Rs. In Cr.) 32.62 NA NA NA NA NA NA NA NA NA NA NA
A(5). Basic details of the proposed transaction
Sale, Purchase Sale, Purchase Sale, Purchase Sale, Purchase Sale, Purchase Sale, Purchase Sale Purchase Sale Purchase Sale Purchase Sale Purchase Sale Purchase Sale, Purchase
of Goods / of Goods / of Goods / of Goods / of Goods / of Goods / of Goods / of Goods / of Goods / of Goods / of Goods / of Goods /
Services / Loan Services / Loan Services / Loan Services / Loan Services / Loan Services / Loan Services / Loan Services / Loan Services / Loan Services / Loan Services / Loan Services / &
/ Guarantee / / Guarantee / / Guarantee / / Guarantee / / Guarantee / / Guarantee / / Guarantee / / Guarantee / / Guarantee / / Guarantee / / Guarantee / Others
1 Specificpurchase of goods/services, giving loan, borrowing etc.) type of the proposed transaction (e.g. sale of goods/services, Security / Investment & Security / Investment & Security / Investment & Security / Investment & Security / Investment & Security / Investment & Security / Investment & Security / Investment & Security / Investment & Security / Investment & Security / Investment &
Others Others Others Others Others Others Others Others Others Others Others
Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above
2 Details of each type of the proposed transaction
3 Tenure of the proposed transaction (tenure in number of years or FY 2026-27 FY 2026-27 FY 2026-27 FY 2026-27 FY 2026-27 FY 2026-27 FY 2026-27 FY 2026-27 FY 2026-27 FY 2026-27 FY 2026-27 FY 2026-27
months to be specified) However, the However, the However, the However, the However, the However, the However, the However, the However, the However, the However, the
Corporate Corporate Corporate Corporate Corporate Corporate Corporate Corporate Corporate Corporate Corporate
Guarantee shall Guarantee shall Guarantee shall Guarantee shall Guarantee shall Guarantee shall Guarantee shall Guarantee shall Guarantee shall Guarantee shall Guarantee shall
be extended for be extended for be extended for be extended for be extended for be extended for be extended for be extended for be extended for be extended for be extended for
a period as a period as a period as a period as a period as a period as a period as a period as a period as a period as a period as
required by the required by the required by the required by the required by the required by the required by the required by the required by the required by the required by the
Lenders and/or Lenders and/or Lenders and/or Lenders and/or Lenders and/or Lenders and/or Lenders and/or Lenders and/or Lenders and/or Lenders and/or Lenders and/or
completion of completion of completion of completion of completion of completion of completion of completion of completion of completion of completion of
the Project the Project the Project the Project the Project the Project the Project the Project the Project the Project the Project
4 Whether omnibus approval is being sought? Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes
Value of the proposed transaction during a financial year. If the - - - - - - - - - - - -
5 proposed transaction will be executed over more than one financial
year, provide estimated break-up financial year-wise.
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Part B
Name of the Related party Karimnagar-Warangal DBL Power Transmission DBL Renewable Private DBL Rajgarh Solar DBL Sukheda DBL Guna Solar DBL Mandsaur DBL Dhar Solar DBL Vidisha Solar DBL Bhopal Solar DBL Mandvi DBL ERCP Bandh
Highways Limited Projects Private Limited Limited Limited Ratlam Solar Limited Solar Limited Limited Limited Limited Ratlam Renewable Baretha Private
Limited Limited Limited
B(1). Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
1 Bidding or other process, if any, applied for choosing a party for sale, The proposed RPTs are being The proposed RPTs are being The proposed RPTs are The proposed RPTs The proposed RPTs The proposed RPTs The proposed RPTs The proposed RPTs The proposed RPTs The proposed RPTs The proposed RPTs The proposed RPTs
purchase or supply of goods or services. conducted in the ordinary conducted in the ordinary being conducted in the are being are being are being are being are being are being are being are being are being
course of business and on an course of business and on an ordinary course of conducted in the conducted in the conducted in the conducted in the conducted in the conducted in the conducted in the conducted in the conducted in the
arm’s length basis. In arm’s length basis. In business and on an arm’s ordinary course of ordinary course of ordinary course of ordinary course of ordinary course of ordinary course of ordinary course of ordinary course of ordinary course of
accordance with Regulation accordance with Regulation length basis. In business and on an business and on an business and on an business and on an business and on an business and on an business and on an business and on an business and on an
23 of the SEBI (Listing 23 of the SEBI (Listing accordance with arm’s length basis. arm’s length basis. arm’s length basis. arm’s length basis. arm’s length basis. arm’s length basis. arm’s length basis. arm’s length basis. arm’s length basis.
Obligations and Disclosure Obligations and Disclosure Regulation 23 of the SEBI In accordance with In accordance with In accordance with In accordance with In accordance with In accordance with In accordance with In accordance with In accordance with
Requirements) Regulations, Requirements) Regulations, (Listing Obligations and Regulation 23 of the Regulation 23 of the Regulation 23 of the Regulation 23 of the Regulation 23 of the Regulation 23 of the Regulation 23 of the Regulation 23 of the Regulation 23 of the
2015 (“SEBI LODR”) 2015 (“SEBI LODR”) Disclosure Requirements) SEBI (Listing SEBI (Listing SEBI (Listing SEBI (Listing SEBI (Listing SEBI (Listing SEBI (Listing SEBI (Listing SEBI (Listing
Regulations, 2015 (“SEBI Obligations and Obligations and Obligations and Obligations and Obligations and Obligations and Obligations and Obligations and Obligations and
LODR”) Disclosure Disclosure Disclosure Disclosure Disclosure Disclosure Disclosure Disclosure Disclosure
Requirements) Requirements) Requirements) Requirements) Requirements) Requirements) Requirements) Requirements) Requirements)
Regulations, 2015 Regulations, 2015 Regulations, 2015 Regulations, 2015 Regulations, 2015 Regulations, 2015 Regulations, 2015 Regulations, 2015 Regulations, 2015
(“SEBI LODR”) (“SEBI LODR”) (“SEBI LODR”) (“SEBI LODR”) (“SEBI LODR”) (“SEBI LODR”) (“SEBI LODR”) (“SEBI LODR”) (“SEBI LODR”)
2 Basis of determination of price. Arm's Length Arm's Length Arm's Length Arm's Length Arm's Length Arm's Length Arm's Length Arm's Length Arm's Length Arm's Length Arm's Length Arm's Length
3 In case of Trade advance (of upto 365 days or such period for which such
advances are extended as per normal trade practice) , if any, proposed to
be extended to the related party in relation to the transaction, specify the
following: NA NA NA NA NA NA NA NA NA NA NA NA
a. Amount of Trade advance
b. Tenure
c. Whether same is self-liquidating?
B(2). Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter-corporate deposits given by the listed entity or its subsidiary
1 Source of funds in connection with the proposed transaction. Internal Accruals Internal Accruals Internal Accruals Internal Accruals Internal Accruals Internal Accruals Internal Accruals Internal Accruals Internal Accruals Internal Accruals Internal Accruals
Note: This item of disclosure is not applicable to listed banks/
NBFCs/insurance companies/housing finance companies.
2 Where any financial indebtedness is incurred to give loan, inter-
corporate deposit or advance, specify the following:
Note: This item of disclosure is not applicable to listed banks/
NBFCs/insurance companies/ housing finance companies.
NA NA NA NA NA NA NA NA NA NA NA
a. Nature of indebtedness
b. Total cost of borrowing
c. Tenure
d. Other details
3 Rate of interest at which the listed entity or its subsidiary is borrowing
from its bankers/ other lenders.
Note:
(1) This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/ housing finance companies. NA NA NA NA NA NA NA NA NA NA NA
(2) Disclosure shall be made of borrowings undertaken by the listed Approved by
entity with a comparable maturity profile to the loan/ICD being granted members on
by the listed entity. 17.01.2026
4 Proposed interest rate to be charged by listed entity or its subsidiary Interest will be charged as Interest will be charged as Interest will be charged Interest will be Interest will be Interest will be Interest will be Interest will be Interest will be Interest will be Interest will be
from the related party. per the provisions of the per the provisions of the as per the provisions of charged as per the charged as per the charged as per the charged as per the charged as per the charged as per the charged as per the charged as per the
companies act, 2013, if companies act, 2013, if the companies act, 2013, provisions of the provisions of the provisions of the provisions of the provisions of the provisions of the provisions of the provisions of the
applicable and as amended applicable and as amended if applicable and as companies act, companies act, companies act, companies act, companies act, companies act, companies act, companies act,
time to time time to time amended time to time 2013, if applicable 2013, if applicable 2013, if applicable 2013, if applicable 2013, if applicable 2013, if applicable 2013, if applicable 2013, if applicable
and as amended and as amended and as amended and as amended and as amended and as amended and as amended and as amended
time to time time to time time to time time to time time to time time to time time to time time to time
Payable on demand Payable on demand Payable on demand Payable on demand Payable on demand Payable on demand Payable on demand Payable on demand Payable on demand Payable on demand Payable on demand
5 Maturity / due date
6 Repayment schedule & terms Payable on demand Payable on demand Payable on demand Payable on demand Payable on demand Payable on demand Payable on demand Payable on demand Payable on demand Payable on demand Payable on demand
7 Whether secured or unsecured? Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured
8 If secured, the nature of security & security coverage ratio NA NA NA NA NA NA NA NA NA NA NA
9 The purpose for which the funds will be utilized by the ultimate Principal Business Activities Principal Business Activities Principal Business Principal Business Principal Business Principal Business Principal Business Principal Business Principal Business Principal Business Principal Business
beneficiary of such funds pursuant to the transaction. Activities Activities Activities Activities Activities Activities Activities Activities Activities
B(3). Disclosure only in case of transactions relating to investment made by the listed entity or its subsidiary
1 Source of funds in connection with the proposed transaction. Internal Accruals Internal Accruals Internal Accruals - - - - - - - -
Note: This item of disclosure is not applicable to listed banks/
NBFCs/insurance companies/ housing finance companies
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2 Where any financial indebtedness is incurred to make investment, specify
the following:
Note: This item of disclosure is not applicable to listed banks/ NBFCs
/insurance companies/housing finance companies. NA NA NA NA NA NA NA NA NA NA NA
a. Nature of indebtedness Approved by
b. Total cost of borrowing members on
c. Tenure 17.01.2026
d. Other details
3 Purpose for which funds shall be utilized by the investee company Principal Business Activities Principal Business Activities Principal Business - - - - - - - -
Activities
4 Material terms of the proposed transaction Funds will be infused as & Funds will be infused as & Funds will be infused as & - - - - - - - -
when required when required when required
B(4). Disclosure only in case of guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee ), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary.
1 (a) Rationale for giving guarantee, surety, indemnity or comfort letter To fulfill the financial To fulfill the financial To fulfill the financial To fulfill the To fulfill the To fulfill the To fulfill the To fulfill the To fulfill the To fulfill the To fulfill the
obligation of the lender obligation of the lender obligation of the lender financial obligation financial obligation financial obligation financial obligation financial obligation financial obligation financial obligation financial obligation
of the lender of the lender of the lender of the lender of the lender of the lender of the lender of the lender
(b)Whether it will create a legally binding obligation on listed entity? Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes
(Yes/No)
2 Material covenants of the proposed transaction including:
(i) commission, if any to be received by the listed entity or its subsidiary; Approved by
Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil members on
(ii) contractual provisions on how the listed entity or its subsidiary will 17.01.2026
recover the monies in case such guarantee, surety, indemnity or comfort
letter is invoked.
3 The value of obligations undertaken by the listed entity or any of its 763 600 1000 640 640 570 630 540 580 560 530
subsidiary, for which a guarantee, surety, indemnity or comfort letter has
been provided by the listed entity or its subsidiary.
Additionally, any provisions required to be made in the books of account
of the listed entity or any of its subsidiary shall also be specified.
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Part C
Name of the Related party Karimnagar- DBL Power DBL DBL DBL DBL Guna DBL DBL Dhar DBL Vidisha DBL Bhopal DBL Mandvi DBL ERCP
Warangal Transmission Renewable Rajgarh Sukheda Solar Mandsaur Solar Solar Solar Limited Ratlam Bandh
Highways Projects Private Solar Ratlam Limited Solar Limited Limited Renewable Baretha
Limited Private Limited Limited Solar Limited Limited Private
Limited Limited Limited
C(1).Disclosure of Transactions relating to any loans and advances (other than trade advances), inter-corporate deposits given by the listed entity or its subsidiary
Latest credit rating of the related party
1 Note: Standalone rating to be provided while option to provide structured IND A/Positive NA NA NA NA NA NA NA NA NA NA NA
obligation rating (SO rating) and credit enhancement rating (CE rating), if
any
Default on borrowings, if any , over the last three financial years,
by the related party from the listed entity or any other person and
value of subsisting default.
Note: This information may be provided to the extent it is available in the
public domain or as may be provided by the related party upon request.
In addition, state the following:
a) Whether the account of the related party has been classified as
a non-performing asset (NPA) by any of its bankers and whether
such status is currently subsisting;
b) Whether the related party has been declared a “wilful
2 defaulter” by any of its bankers and whether such status is NA NA NA NA NA NA NA NA NA NA NA NA
currently subsisting;
c) Whether the related party is undergoing or facing any
application for commencement of an insolvency resolution process
or liquidation;
d) Whether the related party, not being an MSME, suffers from
any of the disqualifications specified under Section 29A of the
Insolvency and Bankruptcy Code, 2016.
Note: Past defaults that are no longer subsisting and have been cured or
regularized need not be disclosed.
FY 2024-2025
FY 2023-2024
FY 2022-2023
C(2).Disclosure of transactions relating to any investment made by the listed entity or its subsidiary
Latest credit rating of the related party
Note:
a. Standalone rating to be provided while option to provide structured
1 obligation rating (SO rating) and credit enhancement rating (CE rating), if IND A/Positive NA NA NA NA NA NA NA NA NA NA NA
any.
b. This shall be applicable in case of investment in debt securities.
2 Whether any regulatory approval is required. If yes, whether the NA NA NA NA NA NA NA NA NA NA NA NA
same has been obtained.
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C(3).Transactions relating to any guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee ) , surety, indemnity or comfort
letter, by whatever name called, made or given by the listed entity or its subsidiary
If guarantee, performance guarantee (in nature of
security/contractual commitment or which could have an impact
in monetary terms on the issuer of such guarantee), surety,
indemnity or comfort letter is given in connection with the
borrowing by a related party, provide latest credit rating of the
related party
1 Note: IND A/Positive NA NA NA NA NA NA NA NA NA NA NA
a. Standalone rating to be provided while option to provide structured
obligation rating (SO rating) and credit enhancement rating (CE rating), if
any.
b. This information may be provided to the extent it is available in the
public domain or as may be provided by the related party upon request.
Details of solvency status and going concern status of the related party The related Solvent Solvent Solvent Solvent Solvent Solvent Solvent Solvent Solvent
during the last three financial years: Solvent Solvent
2 FY 2024-2025 FY 2023-2024 party is solvent in the last three (The Company is (The Company is (The Company is (The Company is (The Company is (The Company is (The Company is (The Company is (The Company is (The Company is incorporated (The Company is incorporated
financial years incorporated incorporated incorporated incorporated incorporated incorporated incorporated incorporated incorporated
during the FY during the FY
FY 2022-2023 and is a going concern. during the FY 2025-26) during the FY 2025-26) during the FY 2025-26) during the FY 2025-26) during the FY 2025-26) during the FY 2025-26) during the FY 2025-26) during the FY 2025-26) during the FY 2025-26) 2025-26) 2025-26)
The value of obligations undertaken by the listed entity or any of its
subsidiary, for which a guarantee, performance guarantee (in nature of Limit of Rs
security/contractual commitment or which could have an impact in 1250 Cr
3 monetary terms on the issuer of such guarantee) surety, indemnity or 763 600 1000 640 640 570 630 540 580 560 530 approved by
comfort letter has been provided by the listed entity or its subsidiary. members on
Additionally, any provisions required to be made in the books of account of 17.01.2026
the listed entity or any of its subsidiary shall also be specified.
Default on borrowings, if any , over the last three financial years, by the
related party from the listed entity or any other person.
4 NA NA NA NA NA NA NA NA NA NA NA NA
Note: This information may be provided to the extent it is available in the
public domain or as may be provided by the related party upon request.
In addition, state the following:
a) Whether the account of the related party has been classified as a non-
performing asset (NPA) by any of its bankers and whether such status is
currently subsisting;
b) Whether the related party has been declared a “wilful defaulter” by any
of its bankers and whether such status is currently subsisting;
c) Whether the related party is undergoing or facing any application for
5 commencement of an insolvency resolution process or liquidation; NA NA NA NA NA NA NA NA NA NA NA NA
d) Whether the related party, not being an MSME, suffers from any of the
disqualifications specified under Section 29A of the Insolvency and
Bankruptcy Code, 2016.
Note: Past defaults that are no longer subsisting and have been cured or
regularized need not be disclosed.
FY 2024-2025
FY 2023-2024
FY 2022-2023
C(4). Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary
Debt to Equity Ratio of the listed entity or its subsidiary based on
last audited financial statements
Note: This shall not be applicable to listed banks/NBFC/insurance
1 companies/housing finance companies.
a. Before transaction 3.45 NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL
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Not Not Not Not Not Not Not Not Not
b. After transaction 2.11 Not Available [ Not ]
Available Available Available Available Available Available Available Available Available Available
Debt Service Coverage Ratio of the listed entity or its subsidiary
based on last audited financial statements
Note: This shall not be applicable to listed banks/NBFC/insurance
2 companies/ housing finance companies.
a. Before transaction 1.56 NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL*
b. After transaction 1.56 Not Not Not Not Not Not Not Not Not Not Available [ Not ]
Available Available Available Available Available Available Available Available Available Available
C(5). Disclosure only in case of transactions relating to sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiary or associate
Details of earlier sale, lease or disposal of assets of the same
1 subsidiary or of the unit, division or undertaking of the listed NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL
entity or disposal of shares of the same subsidiary or associate to
any related party during the preceding twelve months.
Whether the transaction would result in issue of securities or
2 consideration in kind to a related party? If yes, please share the No No No No No No No No No No No No
relevant details.
3 Would the transaction result in eliminating a segment reporting by No No No No No No No No No No No No
the listed entity or any of its subsidiary?
Does it involve transfer of key intangible assets or key customers
4 which are critical for continued business of the listed entity or any No No No No No No No No No No No No
of its subsidiary?
5 Are there any other major non-financial reasons for going ahead NA NA NA NA NA NA NA NA NA NA NA NA
with the proposed transaction?
C(6). Disclosure only in case of transactions relating to payment of royalty
1 [Gross amount of royalty paid by the listed entity or subsidiary to ] Not Applicable since the proposed transactions do not relate to payment of royalty
the related party during each of the last three financial years
FY 2024-2025
FY 2023-2024
FY 2022-2023
2 [Purpose for which royalty was paid to the related party during the ]
last three financial years.
Explanation: For companies with a composite license agreement
that includes a bundle of intellectual property rights (IPRs) such as
brands, patents, technology and know-how, state the key
components of such agreements and the reasons royalty
attributable to those key components could not be furnished
separately.
a. For use of brand name / trademark
b. For transfer of technology know-how
c. For professional fee, corporate management fee or any other fee
d. Any other use (specify)
3 Royalty paid in last 3 FYs as % of Net Profits of previous FYs
FY 2024-2025
FY 2023-2024
FY 2022-2023
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Percentage or Rate at which royalty has increased in the past 3
4 years, if any, vis-à-vis rate at which the turnover and profits after
tax have increased during the same period.
5 Peer Comparison:
Listed entity or its subsidiary paying royalty for any purpose shall
also disclose whether any relevant Industry Peer pays royalties for
the same purpose, which is disclosed in its audited annual financial
statements for the relevant period:
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AI assistant

Dilip Buildcon Limited — Proxy Solicitation & Information Statement 2026

62559_rns_2026-04-01_22f81bce-dd70-424c-9069-db1751d3b8ad.pdf

April 01, 2026

For Dilip Buildcon Limited