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FOR PRIVATE CIRCULATION ONLY

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(THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS). THIS DISCLOSURE DOCUMENT PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED FROM TIME TO TIME AND SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014.

OFFER LETTER / DOCUMENT CONTAINING / INFORMATION MEMORANDUM

DILIP BUILDCON LIMITED (A limited company registered under the Companies Act, 2013)

(Date of Incorporation: June 12, 2006 CIN: L45201MP2006PLC018689

Registered Office: Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal462 016, Madhya Pradesh, India Website: www.dilipbuildcon.com ;Telephone: +91 755 4029999;Fax: +91 755 4029998;Contact Person: Abhishek Shrivastava;

Email: [email protected]

INFORMATION MEMORANDUM FOR PRIVATE PLACEMENT OF UPTO 2000 SENIOR RATED LISTED SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES AT FACE VALUE OF RS. 10,00,000/- (INDIAN RUPEES TEN LAKH ONLY) AGGREGATING UPTO RS. 200,00,00,000 (INDIAN RUPEES TWO HUNDRED CRORES ONLY) (“DEBENTURES” OR “NCDS”). THIS ISSUANCE WOULD BE UNDER THE ELECTRONIC BOOK MECHANISM FOR ISSUANCE OF DEBT SECURITIES ON PRIVATE PLACEMENT BASIS AS PER SEBI CIRCULAR SEBI/HO/DDHS/CIR/P/2018/05 DATED JANUARY 5, 2018 ISSUED BY SEBI UNDER SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008. THE COMPANY INTENDS TO USE BSE’S ELECTRONIC BIDDING PLATFORM FOR THIS ISSUE.

BACKGROUND This Information Memorandum is related to the Debentures to be issued by Dilip Buildcon Limited (the “Issuer” or “Company”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures comprised in the issue of Debentures and described under this Information Memorandum has been authorised by the Company through resolutions passed by the shareholders of the Company on September 17, 2019, the Board of Directors of the Company on August 5, 2019 and May 25, 2020, the Debenture Committee on May 25, 2020 and the Memorandum and Articles of Association of the Company. Pursuant to the resolution passed by the Company’s shareholders dated September 28, 2018 in accordance with provisions of the Companies Act, 2013, the Company has been authorised to borrow, upon such terms and conditions as the Board may think fit for amounts up to Rs 13,000 crores.

GENERAL RISKS

Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. Investors are advised to read the risk factors carefully before taking an investment decision in relation to this Issue. For taking an investment decision, the investors must rely on their own examination of the Company, this Information Memorandum issued in pursuance hereof and the Issue including the risks involved. Specific attention of investors is invited to statement of Risk Factors contained under Section 3 of this Information Memorandum. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the Debentures or investor’s decision to purchase the Debentures.

ISSUER’S ABSOLUTE RESPONSIBILTY

The Company, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Company and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Neither the issuer nor any of the current directors of the issuer has been declared as wilful defaulter.

CREDIT RATING

CARE Ratings Limited (“CARE”) has by way of the letter dated June 23, 2020 assigned rating of “CARE A/ Stable” to the Debentures proposed to be issued by the Company pursuant to this Information Memorandum. The above rating is not a recommendation to buy, sell or hold securities and Investors should take their own decision. The rating may be subject to revision or withdrawal at any time by CARE and should be evaluated independently of any other ratings. Please refer to the Annexure IV (Rating Letter and Rationale) to this Information Memorandum for rationale for the above rating by CARE Ratings.

LISTING

The Debentures offered through this Information Memorandum are initially proposed to be listed on the Wholesale Debt Market (“WDM”) Segment of the BSE Limited (“BSE”). The Company, with prior notice to the Debenture Trustee, may get the Debentures listed on other material stock exchanges as it deems fit. The Issuer shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis. The Issuer intends to use electronic book mechanism as available on the website of the BSE.

ISSUE SCHEDULE

Particulars NCD Issue Opening Date 26-June-2020 Issue Closing Date 26-June-2020 Pay-in Date 29-June-2020[T+1 Settlement] Deemed Date of Allotment 29-June-2020

FOR PRIVATE CIRCULATION ONLY

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The Company reserves the right to change the Issue Schedule including the Deemed Date of Allotment (as defined hereinafter) at its sole discretion, without giving any reasons or prior notice. The issue of the Debentures (“Issue”) shall be subject to the provisions of the Companies Act, 2013, (the “Companies Act”), the rules notified pursuant to the Companies Act, the Memorandum and Articles of Association of the Issuer, the terms and conditions of this Information Memorandum filed with the BSE and any other material stock exchanges, as applicable, the Application Form, and other terms and conditions as may be incorporated in the Debenture Trust Deed and other documents in relation to such Issue.

OTHER KEY PARTIES TO THE ISSUE

DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE

PNB Investment Services Limited. PNB Pragati Towers 2nd Floor, Plot No. C-9, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051.

Link Intime Private Limited C 101, 247 Park, L.B.S Marg, Vikhroli (West), Mumbai, Maharashtra, 400083

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TABLE OF CONTENTS

SECTION PAGE

SECTION 1: NOTICE TO INVESTORS AND DISCLAIMERS 2 SECTION 2: DEFINITIONS AND ABBREVIATIONS 5 SECTION 3: RISK FACTORS 10 SECTION 4: ADDITIONAL ASSUMPTIONS 14 SECTION 5: DISCLOSURES AS PER SEBI REGULATIONS 16 SECTION 6: TRANSACTION DOCUMENTS AND KEY TERMS 53 SECTION 7: OTHER INFORMATION AND APPLICATION PROCESS 54 SECTION 8: DECLARATION 63 ANNEXURE I: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 64 ANNEXURE II: APPLICATION FORM 65 ANNEXURE III: AUDITED FINANCIAL STATMENTS 69 ANNEXURE IV: RATING LETTER AND RATIONALE 79 ANNEXURE V: SUMMARY FINANCIAL INFORMATION OF THE COMPANY 90 ANNEXURE VI: BOARD AND DEBENTURE COMMITTEE RESOLUTIONS COPY95 ANNEXURE VII: SHAREHOLDERS RESOLUTION COPY 102 ANNEXURE VIII: RELATED PARTY TRANSACTION 105 ANNEXURE IX: TERM SHEET 122 ANNEXURE X: STATUTORY AND REGULATORY DISCLOSURES 136

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SECTION 1: NOTICE TO INVESTORS AND DISCLAIMERS This Information Memorandum (the “Disclosure Document” or “Information Memorandum”) is neither a prospectus nor a statement in lieu of prospectus under the Act. This Disclosure Document has not been submitted to or approved by the Securities and Exchange Board of India (“SEBI”) and has been prepared by the Company in conformity with the extant SEBI Regulations and the Act. This Issue of Debentures is being made strictly on a private placement basis. This Disclosure Document does not constitute and shall not be deemed to constitute an offer or an invitation to the public to subscribe to the Debentures. Neither this Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and a recipient of this Disclosure Document should not consider such receipt a recommendation to purchase any Debentures. Each potential investor contemplating the purchase of any Debentures should make its own independent investigation of the financial condition and affairs of the Company and its own appraisal of the creditworthiness of the Company as well as the structure of the Issue. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of an investment to the investor's particular circumstances. No person has been authorized to give any information or to make any representation not contained in or incorporated by reference in this Disclosure Document or in any material made available by the Company to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. This Disclosure Document and the contents hereof are addressed only to the intended recipients who have been addressed directly and specifically through a communication by the Company. All potential investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Disclosure Document are intended to be used only by those potential investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient or made public or its contents disclosed to a third person. No invitation is being made to any person other than the investor to whom this Disclosure Document has been sent. Any application by a person to whom this Disclosure Document has not been sent by the Company may be rejected without assigning any reason. You shall not and are not authorised to: (1) deliver this Disclosure Document to any other person; or (2) reproduce this Disclosure Document, in any manner whatsoever. Any distribution or reproduction or copying of this Disclosure Document in whole or in part or any public announcement or any announcement to third parties regarding the contents of this Disclosure Document is unauthorised. Failure to comply with this instruction may result in a violation of applicable laws of India and/or other jurisdictions. This Disclosure Document has been prepared by the Company for providing information in connection with the proposed Issue. The Company does not undertake to update this Disclosure Document to reflect subsequent events after the date of this Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Company. Neither the delivery of this Disclosure Document nor the issue of any Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Company since the date thereof. This Issue is a domestic issue restricted to India and no steps have been taken or will be taken to facilitate the Issue in any jurisdictions other than India. Hence, this Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction where such action is required. This Disclosure Document is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where distribution or use of such information would be contrary to law or regulation. Persons into whose possession this Disclosure Document comes are required to inform themselves about and to observe any such restrictions. This Disclosure Document is made available to potential investors in the Issue on the strict understanding that it is confidential and may not be transmitted to others, whether in electronic form or otherwise. It is the responsibility of allottees of these Debentures to also ensure that they/it will transfer these Debentures in strict accordance with this Disclosure Document and other applicable laws.

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DISCLAIMER CLAUSE OF SEBI As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Information Memorandum has to be filed with or submitted to the SEBI for its review/approval. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum.

DISCLAIMER CLAUSE OF THE STOCK EXCHANGE As required, a copy of this Disclosure Document has been filed with BSE in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time. It is to be distinctly understood that submission of this Disclosure Document to BSE should not in any way be deemed or construed to mean that this Disclosure Document has been reviewed, cleared or approved by BSE, nor does BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Disclosure Document. BSE does not warrant that the Debentures will be listed or will continue to be listed on BSE nor does BSE take any responsibility for the soundness of the financial and other conditions of the Company, its promoters, its management or any scheme or project of the Company.

DISCLAIMER IN RESPECT OF JURISDICTION Issue of these Debentures have been/will be made in India to investors as specified under clause “Eligible investors” in this Disclosure Document, who have been/shall be specifically approached by the Company. This Disclosure Document is not to be construed or constituted as an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the non – exclusive jurisdiction of the courts and tribunals at Bhopal / Delhi. This Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

FORCE MAJEURE The Company reserves the right to withdraw the Issue at any time prior to the closing date thereof in the event of any unforeseen development adversely affecting the economic and/or regulatory environment or otherwise. In such an event, the Company will refund the application money, if any, collected from the potential investors / applicants in respect of the Issue without assigning any reason.

DISCLAIMER IN RESPECT OF RATING AGENCIES

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities/instruments.

DISCLAIMER OF THE TRUSTEE

The Debenture Trustee or their agents or advisers associated with the Issue does not undertake to review the financial condition or affairs of the Company during the life of the arrangements contemplated by this Information Memorandum/ or shall not have any responsibility to advise any investor or prospective investor in the Debentures of any information available with or subsequently coming to the attention of the Debenture Trustee, its agent/advisors. The Debenture Trustee and their agents or advisors associated with the Issue have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made

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and no responsibility is accepted by Debenture Trustee as to the accuracy or any other information provided by the Company. Accordingly, Debenture Trustee associated with the Issue shall have no liability in relation to the information contained in this Information Memorandum or any other Information provided by the Company in connection with the Issue. The Debenture Trustee, ipso facto does not have the obligations of a borrower or a principal debtor or a guarantor as to the monies paid/invested by the Debenture Holders for the Debentures.

ISSUE OF DEBENTURES IN DEMATERIALISED FORM The Debentures will be issued in dematerialised form. The Company has made arrangements with National Securities Depositories Limited and/or Central Depository Services (India) Limited for the issue of the Debentures in dematerialised form. The investor will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Company shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the investor with its depositary participant. The Company will make the Allotment to Investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the application money.

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SECTION 2: DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Disclosure Document. Any capitalized term not defined herein shall have the meaning given to such term in the Debenture Trust Deed. General terms

Term Description

The Company/ Issuer/ We/ Us/ DBL

Dilip Buildcon Limited

Offer Letter/ Disclosure Document/ Information Memorandum

This document, as amended from time to time

Company related terms

Term Description

Auditor M/s. Mukund M. Chitale & Co., Chartered Accountants, Mumbai M/s MSG & Associates., Chartered Accountants, Bhopal

Board of Directors/Board The Board of Directors of the Company or any committee thereof

Director(s) Director(s) of the Company, as may change from time to time, unless otherwise specified

Memorandum and Articles The Memorandum & Articles of Association of the Company, as amended from time to time

Registered Office The registered office of the Company located at Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462 016, Madhya Pradesh, India

Issue related terms

Term Description

Act Companies Act, 2013 and applicable provisions of the Companies Act, 1956

Affiliate With respect to any Person, means any other Person who directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of this definition, “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”) of a Person means (a) ownership of more than 50% (Fifty Percent) of the voting rights or other ownership interests of such Person; or (b) the power to direct the management or policies of a Person, whether through the ownership of more than 50% (Fifty Percent) of the voting power of such Person, through the power to appoint more than half of the members of the Board of Directors or similar governing body of such Person, or through contractual or other arrangements. If the shareholder / such Person is a natural person then the term Affiliate would include his relatives as defined under the Act

Allotment/Allot The issue and allotment of NCD to the successful applicants in the Issue

Application Form The form in which an investor can apply for subscription to the Debentures, format of which is set out in Annexure II (Application Form) herein

Applicable Law Includes all applicable statutes, enactments or acts of any legislative body in India, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines,

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Term Description

policies, directions, directives and orders of any Governmental Authority, statutory authority, tribunal, board, court or recognized stock exchange governing the operations and business of the Company and any modifications or re-enactments thereof

Applicable Interest Rate Initial Interest Rate or the Revised Interest Rate, as the case may be.

Beneficial Owner(s) Holder(s) of the Debentures in dematerialized form as defined in clause (a) of sub -section of Section 2 of the Depositories Act, 1996.

Business Day Means all days on which the money market is functioning in the city of Mumbai, Maharashtra or Bhopal, Madhya Pradesh India

BSE BSE Limited

BSE Bond-EBP Platform EBP platform of BSE for issuance of debt securities

CDSL Central Depository Services (India) Limited

Company Dilip Buildcon Limited, incorporated as Dilip Buildcon Private Limited on June 12, 2006, Further our Company was converted into a public limited company and consequently, the name of our Company was changed to Dilip Buildcon Limited and a fresh certificate of incorporation was issued by the RoC on August 26, 2010 and having its registered office at Plot No. 5, Inside Govind Narayan, Singh Gate, Chuna Bhatti, Kolar Road, Bhopal (M.P.)- 462016 and and bearing CIN –L45201MP2006PLC018689

Interest The interest payable on the Debentures at the interest rate, in accordance with Annexure IX (Term Sheet)

Interest Payment Dates

The dates on which the Interest on the NCDs is due for payment to the holders of NCDs as per Annexure IX (Term Sheet), until the date of Redemption as specified in Annexure IX (Term Sheet) of this Private Placement Offer Letter

Debenture(s) / NCDs Senior, Secured, listed, Rated, Redeemable Non-Convertible Debentures aggregating up to Rs.200,00,00,000 (Indian Rupees Two Hundred Crores only) to be issued by Dilip Buildcon Limited

Debenture Holder Initially, the persons to whom the Information Memorandum has been issued to and who have subscribed to the Debentures in the primary market and thereafter shall mean and include any Person to whom the Debentures are transferred to, each who fulfils the following requirements: (a) Persons who are registered as such as the Beneficial Owners; and (b) Persons who are registered as debenture holder(s) Holders in the Register of Debenture Holder(s)(in the event of any inconsistency between sub paragraph (a) and (b) above, sub paragraph (a) shall prevail).

Debenture Trustee

PNB Investment Services Limited such other Debenture Trustee appointed by the company from time to time

Debenture Trustee Agreement Debenture Trustee Agreement executed or to be executed by and between the Debenture Trustee and the Company for the purposes of appointment of the Debenture Trustee to act as debenture trustee for the benefit of the Debenture Holders in connection with the issuance of the Debentures.

Debenture Trust Deed Debenture Trust Deed to be executed by and between the Company and PNB Investment Services Limited.

Deemed Date of Allotment June 29, 2020

Depository(ies) A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being NSDL and CDSL

Depositories Act The Depositories Act, 1996, as amended from time to time

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Term Description

Depository Participant/DP A depository participant as defined under section 2 (g) of the Depositories Act.

Deemed Date of Allotment

The cut-off date declared by the Company from which all benefits under the NCDs including interest shall be available to the holders of NCDs. The actual allotment of NCDs (i.e. approval from the Board of Directors or a Committee thereof) may take place on a date other than the Deemed Date of Allotment

Material Adverse Effect Any event or circumstance, occurrence, or condition which has caused or is likely to cause a material and adverse effect in respect of one or more of the following: (i) adversely affect the ability of the Issuer to perform or comply with its

obligations under the Transaction Documents; or (ii) validity or enforceability of, or the effectiveness of any Transaction

Documents. Operational Guidelines BSE’s Operational Guidelines for issuance of Securities on Private Placement

basis through an Electronic Book Mechanism Private Placement The present offer of NCDs or invitation to subscribe NCDs by the Issuer (other

than by way of public offer) through issue of this Private Placement Offer Letter, in pursuance of Section 42 of the Companies Act, 2013 without prejudice to the provisions of Section 26 of the Companies Act, 2013, to a select group of persons on such conditions including the form and manner of private placement as prescribed under the Companies Act, 2013

Due Date Any date on which the Debenture Holder(s) are entitled to any payments in relation to the Debentures, whether for repayment of the Principal Amount or towards payment of Interest.

DP-ID Depository Participant Identification Number.

DRR/ Debenture Redemption Reserve

Debenture Redemption Reserve in accordance with the provisions of the Act including the investments made which are counted towards maintenance of DRR

ECS Electronic Clearing System

Encumbrance Creation of any charge, security, quasi security, non- disposal arrangement, claim, option, negative lien, hypothecation, power of sale in favor of a third party, retention of title, right of pre-emption, right of first refusal, lock-in of any nature including as may be stipulated by SEBI, or other third party right or security interest or an agreement, arrangement or obligation to create any of the foregoing, whether presently or in the future

Financial Indebtedness Any indebtedness of the Company for or in respect of: (i) moneys borrowed; (ii) any amount availed of by acceptance of any credit facility; (iii) any amount raised pursuant to the issuance of any notes, bonds, shares

(whether redeemable or otherwise), debentures, loan stock or any other similar securities or instruments;

(iv) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP in India, be treated as a finance or capital lease;

(v) receivables sold or discounted (other than any receivables to the extent that they are sold on a non-recourse basis);

(vi) any derivative transaction entered into in connection with protection against or benefit from fluctuation in price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(vii) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

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Term Description

(viii) the amount of any liability under an advance or deferred purchase agreement if one of the primary reasons behind the entry into such agreement is to raise finance; or

(ix) (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (i) to (viii) above.

Final Settlement Date

The last date on which Debentures have been redeemed by the Company in full on the relevant Maturity Date and all the Secured Obligations has been discharged by the Company in accordance with the Transaction Document.

Financial Year/ FY Twelve months period commencing from April 1 of a particular calendar year and ending on March 31 of the subsequent calendar year

Force Majeure Indirect Political Force Majeure Event, Political Force Majeure Event and/or Non Political Force Majeure Event.

GAAP Generally Accepted Accounting Principles

Government Authority Shall include the President of India, the Government of India, the Governor and the Government of any State in India, any Ministry or Department of the same, any municipal or local government, any authority or private body exercising powers conferred by Applicable Law and any court, tribunal or other judicial or quasi-judicial body, and shall include, without limitation a stock exchange and any regulatory body

Private Placement Offer Letter

Private Placement Offer Letter dated June 26, 2020 for private placement of upto Rs 200,00,00,000 (Indian Rupees Two hundred crores only) Secured Redeemable Non-Convertible Debentures.

Initial Interest Rate 8.67 % p.a. (providing Annualized yield of 8.85% p.a)

Investors The persons who shall subscribe to the Debentures to be issued by the Company.

Issue Private placement of the Debentures

Maturity Date Means the date falling at the end of 3 years from the Deemed Date of Allotment

Majority Debenture Holders Such number of Debenture Holders collectively holding not less than 51% (fifty-one per cent) of the nominal value of the Debentures then outstanding

NEFT National Electronic Fund Transfer Service

NSDL National Securities Depository Limited

PAN Permanent Account Number as allotted under the Income Tax Act, 1962

Principal Amount At any point of time shall mean the face value of the Debentures outstanding at point of time

Subscription Proceeds Monies paid by applicants for subscription to the Debentures

RTGS Real Time Gross Settlement

RBI The Reserve Bank of India Act, 1934, as amended from time to time

Rating Agency CRISIL Limited (“CRISIL”) & CARE Ratings Limited (“CARE”)

Record Date The date which will be used for determining the Debenture Holders who shall be entitled to receive the amounts due on any Due Date, as the case may be, which shall be the date not less than 15 (fifteen) Days prior to such Due Date

SEBI The Securities and Exchange Board of India constituted under Section 3 of Securities and Exchange Board of India Act, 1992

SEBI Debt Regulations The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI, as amended by the SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 vide notification dated October 12, 2012 and from time to time

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Term Description

Companies Act, 1956 The Companies Act, 1956, as amended and in force

Companies Act, 2013

The Companies Act, 2013, to the extent notified by the Ministry of Corporate Affairs, Government of India, as applicable

Secured Obligations All obligations at any time due, owing or incurred by the Company to the Debenture Trustee and the Debenture Holders in respect of the Debentures (or any part of them which is outstanding) and shall include (i) the obligation to redeem the Debentures in terms thereof including payment of Interest, Default Interest accrued thereon (if any); (ii) any outstanding remuneration of the Debenture Trustee and all fees, costs, charges and expenses payable to the Debenture Trustee in accordance with the terms of the Debenture Trustee Agreement/offer letter accepted by the Debenture Trustee and other monies payable by the Company in respect of the Debentures under the Transaction Documents including but not limited to arranger fees, if any; (iii) in the event of any proceedings for the collection and/or enforcement of the obligations of the Company in respect of the Debentures, after an Event of Default shall have occurred, the expenses of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing the Security or any part thereof, created / to be created by the Company, or of any exercise of the Debenture Trustee of its right under the relevant Transaction Documents, together with legal fees and court costs

SEBI Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

Stressed Assets Framework RBI’s Prudential Framework for Resolution of Stressed Assets dated June 7, 2019, as amended, modified, clarified, supplemented or replaced from time to time by any rules, regulations, notifications, circulars, press releases or orders by the RBI or any other Governmental Authority in this regard

Registrar / R&T Agent Link Intime Private Ltd. the Registrar & Transfer Agent for the Issuer

Stock Exchange BSE Limited

Terms and Conditions Terms and conditions of the Debentures provided in Annexure IX (Term Sheet) to this Information Memorandum and the Debenture Trust Deed.

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SECTION 3: RISK FACTORS The following are the risks envisaged by the management of the Company relating to the Company, the Debentures and the market in general. Potential investors should carefully consider all the risk factors in this Disclosure Document for evaluating the Company and its business and the Debentures before making any investment decision relating to the Debentures. The Company believes that the factors described below represent the principal risks inherent in investing in the Debentures, but does not represent that the statements below regarding the risks of holding the Debentures are exhaustive. The order of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Investors should also read the detailed information set out elsewhere in this Disclosure Document and reach their own views prior to making any investment decision. If any one of the following stated risks actually occurs, the Company’s business, financial conditions and results of operations could suffer and, therefore, the value of the Company’s Debentures could decline and/or the Company’s ability to meet its obligations in respect of the Debentures could be affected. More than one risk factor may have simultaneous effect with regards to the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. No prediction can be made as to the effect that any combination of risk factors may have on the value of the Debentures and/or the Company’s ability to meet its obligations in respect of the Debentures. Potential investors should perform their own independent investigation of the financial condition and affairs of the Company, and their own appraisal of the creditworthiness of the Company. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations with respect to the Debentures. Potential investors should thereafter reach their own views prior to making any investment decision. These risks and uncertainties are not the only issues that the Company faces. Additional risks and uncertainties not presently known to the Company or that the Company currently believes to be immaterial may also have a Material Adverse Effect on its financial condition or business. Unless specified or quantified in the relevant risk factors, the Company is not in a position to quantify the financial or other implications of any risk mentioned herein below.

The Company believes that the factors described below represent the principal risks inherent in investing in the Debentures, but the inability of the Company, as the case may be, to pay principal or other amounts on or in connection with any Debentures may occur for other reasons and the Company does not represent that the statements below regarding the risks of holding any Debentures are exhaustive. Please note that unless specified or quantified in the relevant risk factors, the Company is not in a position to quantify the financial or other implications of any risk mentioned herein below: a. Repayment of principal is subject to the credit risk of the Company

Potential investors should be aware that receipt of the Principal Amount, the yield / Interest payable thereon and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Company and the potential investors assume the risk that the Company may not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Company, the payment of sums due on the Debentures may be substantially reduced or delayed.

b. Debentures may be illiquid in the secondary market

The Company cannot provide any guarantee that the Debentures will be frequently traded and that there would be any market for the Debentures. It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. Further, the Company may not be able to issue any further Debentures, in case of any disruptions in the securities market.


c. Rating Downgrade Risk The Rating Agency has assigned the credit rating of CARE A; Stable to the Debentures. In the event of deterioration in the financial health of the Company, there is a possibility that the rating agency may downgrade the rating of the Debentures. In such cases, potential investors may incur losses on re-valuation of their investment or make provisions towards sub-standard/ non-performing investment as per their usual norms. The rating is not a recommendation to purchase, hold or sell the Debentures in as much as the ratings do not comment on the market price of the Debentures or its suitability to a particular investor. There is no assurance either that the rating will remain at the same level for any given period of time or that the rating will not be lowered or withdrawn entirely by the Rating Agency. In the event of deterioration the rating of the Debentures, the investors may have to incur loss on revaluation of their investment.

d. Tax Considerations and Legal Considerations

Special tax considerations and legal considerations may apply to certain types of potential investors. Potential investors are urged to consult with their own financial, legal, tax and other professional advisors to determine any financial, legal, tax and other implications of this investment.

e. Accounting Considerations Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged to consult with their own accounting advisors to determine implications of this investment.

f. Security may be insufficient to redeem the Debentures

In the event that the Company is unable to meet its payment and other obligations towards potential investors under the terms of the Debentures, the Debenture Trustee may enforce the security created in respect of assets over which a security interest has been created. The potential investors’ recovery in relation to the Debentures will be inter alia subject to (i) the market value of such assets; and (ii) finding a willing buyer for such assets at a price sufficient to repay the amounts due and payable to the potential investors’ amounts outstanding under the Debentures. The value realised from the enforcement of the Security may be insufficient to redeem the Debentures.

g. Material changes in regulations to which the Company is subject could impair the Company’s ability to meet payments or other obligations

The Company is subject generally to changes in Indian law, as well as to changes in government regulations and policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the Company or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.

h. Industry Risk: General Economic Conditions The Company operates only within India and, accordingly, all of its revenues are derived from the domestic market. As a result, it is highly dependent on prevailing economic conditions in India and its results of operations are significantly affected by factors influencing the Indian economy. An uncertain economic situation, in India and globally, could result in a slowdown in economic growth, investment and consumption. A slowdown in the rate of growth in the Indian economy could result in lower demand for credit and other financial products and services and higher defaults. Any slowdown in the growth or negative growth of sectors where the Company has a relatively higher exposure could adversely impact its performance. Any such slowdown could adversely affect its business, prospects, results of operations and financial condition.

i. Legality of Purchase Potential investors of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it


operates or for compliance by that potential investor with any law, regulation or regulatory policy applicable to it.

j. Debentures being unsecured temporarily The documents pertaining to creation of Security for the Debentures shall be executed within a period of 60 (sixty) days from the Deemed Date of Allotment. The Debentures will be unsecured till the time the Security is created. In case of any Event of Default within the period of 60 (sixty) days from the Deemed Date of Allotment, the Debenture Holders shall rank as unsecured creditors.

k. Risks related to the business of the issuer

India's infrastructure sector remains the backbone of the country's socio-economic development. However, new risks and concerns have emerged in recent years. Operating in a dynamic environment, the Company has evolved a robust framework for identification, management and mitigation of potential risks. Some of these risks are discussed below: Competition risk The Company competes with a number of Indian infrastructure operators in acquiring concessions for both new and existing road projects. After two decades of consistent competition, it has now eased out relatively in the last two years. Market players have become more cautious, leading to more rational bids. For NHAI BOT bids under the hybrid annuity projects witnessed a lot more competition, given its attractive structure. Capital-intensive business risk Infrastructure business is capital-intensive by nature. Availability of funds is critical for bidding of projects, particularly fund based projects such BOT-toll, hybrid annuity model. Input cost risk The availability of the right quality and quantity of resources is critical for the timely completion of infrastructure projects. Any unexpected increase in the input costs will have direct impact on margins Labour risk People represent the most valuable asset in the construction business. Undue attrition could lead to loss of competitive edge. Recruitment and retention of trained and talented professionals is an industry-wide problem. Timely completion of the project In infrastructure space especially in BOT projects, timely completion can very often be the only factor that contributes to the projects financial viability and any stress on the project timelines will severely affect the project's financial model. In addition to the land acquisition and clearance related issues plaguing the projects, the year also witnessed stressed cash flow due to the reluctance and increased diligence from the banking sector, resulting in delaying the project. COVID-19 In December 2019, the COVID-19 disease, commonly known as “coronavirus”, was first reported in Wuhan, China. In January 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 11, 2020 it was declared a pandemic. Between January 2020 and the date of this Information Memorandum, the COVID-19 disease has spread from China to many other countries, with the number of reported cases and related deaths increasing daily and, in many countries, exponentially. Several countries’ governments and numerous companies have imposed increasingly stringent


restrictions to help avoid, or slow down, the spreading of COVID-19, restrictions on international and local travel, public gatherings and participation in meetings, as well as closures of universities, schools, stores and restaurants, with some countries imposing strict curfews. In India, the Government had announced a country-wide lockdown and there can be no assurance that this lockdown will not be extended further on one or more occasions either locations specific or country-wide. The Company continues to monitor developments closely as the COVID-19 pandemic develops. The impact of the COVID-19 pandemic on the Company’s business will depend on a range of factors which the Company’s is not able to accurately predict, including the duration and scope of the pandemic, the geographies impacted, the impact of the pandemic on economic activity in India and globally, and the nature and severity of measures adopted by governments. These factors include, but are not limited to significant volatility in financial markets (including exchange rate volatility) and measures adopted by governments and central banks that further restrict liquidity, which may limit the Company’s access to funds, lead to shortages of cash. As of the date of this document, there is significant uncertainty relating to the severity of the near- and long-term adverse impact of the COVID-19 pandemic on the global economy, global financial markets and the Indian economy, and the Company’s is unable to accurately predict the near-term or long-term impact of the COVID-19 pandemic on its business.


SECTION 4: ADDITIONAL ASSUMPTIONS

The initial subscriber by subscribing to and any subsequent purchaser by purchasing the Debentures shall be deemed to have agreed that and accordingly the Company shall be entitled to presume that each of the initial subscribers and any subsequent purchasers (Debentures Holders, as referred to hereinabove and hereinafter):

i. has reviewed the terms and conditions applicable to the Debentures as contained in the Information Memorandum and has understood the same, and, on an independent assessment thereof, found the same acceptable for the investment made and has also reviewed the risk disclosures contained herein and has understood the risks, and determined the debentures are a suitable investment and that the Debentures Holders can bear the economic risk of that investment;

ii. has received all the information believed by it to be necessary and appropriate or material in connection with, and

for investment in the Debentures;

iii. has sufficient knowledge, experience and expertise as an investor, to make the investment in the Debentures;

iv. has not relied on either the Company or any of its Affiliate, associate, holding, subsidiary or group entities or any person acting in its or their behalf for any information, advice or recommendations of any sort expect as regards the accuracy of the specific factual information about the terms of the Debentures set out in this Information Memorandum;

v. has understood that information contained in this Information Memorandum is not to be constructed as business

or investment advice;

vi. has made an independent evaluation and judgment of all risks and merits before investing in the Debentures;

vii. has legal ability to invest in the Debentures and the investment does not contravene any provision of any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the Debenture Holder or its assets;

viii. where the Debenture Holder is a mutual fund/provident fund/superannuation fund/gratuity fund (each a “Fund”),

that:

(a) investing in the Debentures on the terms and conditions stated herein is within the scope of the Fund’s investment policy and does not conflict with the provisions of the trust deed/ bye laws/regulations currently in force,

(b) the investment in Debentures is being made by and on behalf of the Fund and that the Fund is in force and existing and the investment has been ratified by appropriate resolutions, and

(c) the investment in Debentures has been duly authorised and does not contravene any provisions of the trust deed/bye laws/regulations as currently in force or any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the Fund or its assets;

ix. where the Debenture Holder is a company, that:

(a) the Debenture Holder is not precluded under any law, rules, regulations and / or circulars(s) issued by any statutory authority(ies) including under the Act from investing in the Debentures;


(b) all necessary corporate or other necessary action has been taken and that the Debenture Holder has

corporate ability and authority, to invest in the Debentures; and

(c) investment in the Debentures does not contravene any provisions of the Memorandum and Articles of Association or any Applicable Law, regulation or contractual restriction or obligation or undertaking binding on or affecting the Debenture Holder or the Debenture Holder’s assets.


SECTION 5: DISCLOSURES AS PER SEBI REGULATIONS This Disclosure Document is prepared in accordance with the provisions of SEBI Regulations and the Act and in this section, the Company has set out the details required as per Schedule I of the SEBI Regulations

5.1 Documents Submitted to Debenture Trustee

The following documents have been / shall be submitted to the Debenture Trustee: A. Memorandum and Articles of Association of the Company and necessary resolution(s) for the allotment of

the Debentures;

B. Copy of last 3 (Three) years audited Annual Reports;

C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;

D. Latest audited / limited review half yearly consolidated (wherever available) and standalone financial information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications, if any;

E. An undertaking to the effect that the Company would, until the redemption of the debt securities, submit the details mentioned in point (D) above to the Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009, as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Company shall within 180 (One Hundred and Eighty) days from the end of the financial year, submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under this section with all Debenture Holders within 2 (Two) Business Days of their specific request.

5.2 Name and Address of Registered Office of the Company Name: Dilip Buildcon Limited Registered Office and Corporate office of Company: Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,

Kolar Road, Bhopal 462 016, Madhya Pradesh, India Compliance Officer of Company: Abhishek Shrivastava Email: [email protected] CFO of the Company: Radhey Shyam Garg Corporate Identification Number: L45201MP2006PLC018689 Phone No.: +91-755-4029999 Fax No.: +91-755-4029998 Contact Person: Abhishek Shrivastava Website of Company: www.dilipbuildcon.com Auditors of the Company: Mukund M. Chitale & Co,Chartered Accountants, Mumbai

&MSG& Associates, Chartered Accountants, Bhopal . Trustee to the Issue: PNB Investment Services Limited. Contact Person: Ms Rubina Muazzam, Manager Address: 10 Rakesh Deep Building, Yusuf Sarai Commercial Complex,

Gulmohar Enclave, New Delhi 110 049 Phone No.: +91-11- 4103 5054 Fax No. +91-11- 4103 5057 Email: [email protected],

[email protected] Registrar to the Issue: Link Intime Private Limited


Contact Person: Mr. Amit Dabhade Address: C 101, 247 Park, L.B.S Marg, Vikhroli (West), Mumbai,

Maharashtra, 400083 Phone No.: +91 22-49186270 Fax No.: +91 22-49186060 Email: [email protected],

[email protected]

Credit Rating Agency of the Issue: CARE Address: 32, Titanium, Prahaladnagar Corporate Road Satellite, Ahmedabad-380015 Contact Person: Mr Maulesh Desai Telephone No: +91-79-4026 5605 Fax: +91-79-4026 5657 Email: [email protected]

A. Brief particulars of the management of the Company:

The company is managed by the Board of Directors comprising of the following:

B. BACKGROUND OF PROMOTER DIRECTORS

1. Dilip Suryavanshi is the Chairman and Managing Director of our Company. He holds a bachelor’s degree in Civil Engineering from the University of Jabalpur. He has over 36 years of experience in the business of construction. Prior to the formation of our Company, he was a sole proprietor of Dilip Builders. He is the Promoter and Director of our Company since incorporation. As the Managing Director of our Company, he liaises with various departments of the government and also overlooks processes including tendering, bidding and planning the projects.

2. Seema Suryavanshi is Whole-time Director of our Company. She holds a bachelor’s degree in Arts (honours) from Ranchi Women‘s College, Ranchi. She has over 21 years of experience in the business of construction. She is the Promoter and director of our Company since incorporation. She actively participates in finance, investment and various Company affairs as a co-ordinator between execution and administrative wing of our Company. She actively participates in the CSR activities and handles the business administration of the Company.

3. Mr. Devendra Jain is Whole-time Director and Chief Executive Officer of our Company. He holds a bachelor's degree in civil engineering from Vikram University, Ujjain. He has over 20 years of experience in the business of construction. Prior to joining our Company he was an assistant professor

Names of Board of Directors Designation Director Identification Number

Mr. Dilip Suryavanshi Chairman and Managing Director

00039944

Mr. Devendra Jain Whole-Time Director & CEO 02374610 Mrs. Seema Suryavanshi Whole-Time Director 00039946 Mr. Amogh Kumar Gupta Independent Director 06941839 Mr. Ashwini Verma Independent Director 06939756 Mr. Satish Chandra Pandey Independent Director 07072768 Mr. Vijay Chhibber Independent Director 00396838 Mr. Malay Mukherjee Independent Director 02272425 Ms. Ratna Dharashree Vishwanathan Independent Director (Woman) 07278291


at Mahatma Gandhi College, Bhopal and Swami Vivekananda Mahavidyala. He joined our Company on April 1, 2009. He looks after project implementation along with the quality of work and ensures timely completion of the projects undertaken by our Company. He actively participated in monitoring the usage of SAP and its implementation for the operational excellence of the Company. He is fairly conversant with overall affairs of the Company and various other aspects of the management of the Company including finance, accounting, costing and budgeting. He looks after project-implementation along with the quality of work and ensures timely completion of the projects undertaken by our Company.

C. BACKGROUND OF OTHER DIRECTORS 1. Mr. Ashwini Verma is a Non-Executive and Independent Director on the Board of our Company. He

holds a Bachelor’s degree in civil engineering from the Rajiv Gandhi Praudyogiki Vishwavidyalaya, Bhopal. He has over 29 years of experience in architectural and site engineering services. He is a partner of AV & Associates. He has previously worked in various capacities in Gawali & Associates, Architects and Engineers, Waseem & Associates, Pradeep K. Saxena & Associates and Hare Krishna Colonisers Private Limited.

2. Dr. Amogh Kumar Gupta is a Non-Executive and Independent Director on the Board of our Company.

He holds a master's degree in public health engineering from Maulana Azad College of Technology (Regional Engineering College), Bhopal. He has over 34 years of experience in the field of architecture and interior designing. He is a partner of Amogh Kumar Gupta and Associates. He has previously worked with the Environmental Planning & Coordination Organization, Bhopal and the Town Planning Cell of Narmada Valley Development Authority, Bhopal. He has also been on the board of examination of the Indian Institute of Architects and a council member of the Council of Architecture. Recently he has been appointed as Chairperson of the Board of Governors of School of Planning & Architecture, New Delhi by Department of Higher Education, Ministry of Human Resource Development, Government of India.

3. Mr. Satish Chandra Pandey is a Non-Executive and Independent Director on the Board of our Company.

In addition to this, he is acting as Chairman of the Audit Committee, Nomination & Remuneration Committee, CSR Committee and Stakeholders’ Relationship Committee of the Board. He holds a bachelor's degree in civil engineering from Government College of Engineering & Technology, Raipur. He has previously worked with the Public Works Department, Government of Madhya Pradesh for 38 years.

4. Mr. Vijay Chhibber is a Non-Executive and Independent Director on the Board of our Company. He is

a former IAS officer of the 1978 batch of Manipur-Tripura Cadre & has worked on several key assignments in the Govt. of India. He is a retired Civil Servant with over 37 years of Public Service in the Indian Administrative Services and has served as Secretary of Ministry of Road Transport and Highways with additional charge of Chairman, National Highways Authority of India and was instrumental in many path breaking initiatives of the Ministry.

5. Mr. Malay Mukherjee is a Non-Executive and Independent Director on the Board of our Company. He holds master’s degree in science (physics) from Banaras Hindu University and has also received certificate of Honorary Fellowship from Indian Institute of Banking & Finance. He has over 42 years of varied experience and skills in the fields of Banking, NBFC including Venture Funding, Factoring and Broking. He has worked on various key assignments like Chairman of the Board of IFCI Factors Ltd, IFCI Infrastructure Development Ltd, Tourism Finance Corporation of India Ltd, IFCI Financial Services Limited & Executive Director in Central Bank of India and a member of the Governing Body of Entrepreneurship Development Institute of India (EDIIJ), Ahmedabad. He is also in the board of NABIL Bank, Nepal and other NBFCs/ Companies in India.

6. Ms. Ratna Dharashree Vishwanathanis a Non-Executive and Independent Director on the Board of our Company. She holds Master’s Degree in English Literature from Lucknow University, Diploma in


Environment and Third World Development from London School of Economics. She has nearly 32 years of experience in a wide range of sectors including strategy building, project management, microfinance, change management, Human Resource and Financial management. Hailing from the Indian Audit and Accounts Service (IA & AS), Batch of 1987, she has served many departments of Government of India like Audit, Defense, and Prasar Bharti from 1987 to 2008. She has served as a Board Member of Mudra Bank during 2015-18, the Chairperson of the South Asian Microfinance Network, and is the Member of the RBI’s Financial Inclusion Advisory Committee. She has been the CEO of MFIN (Micro Finance Institutions Network) from Jan-2014 to Jan-2018, and the CRO of the Sustainable India Finance Facility. Her expertise has also been utilized at very senior levels in popular NGOs like Oxfam India and VSO India during2008-2013.

D. KEY MANAGERIAL PERSONS

1. Devendra Jain: Chief Executive Officer

2. Radhey Shyam Garg: - Chief Financial Officer & President

3. Abhishek Shrivastava: - Company Secretary & Compliance officer

E. Remuneration of directors (during the current year and last three financial years)

(Rs. In Cr.)

Name of Directors 2017-18 2018-19 2019-20 2020-21**

Mr. Dilip Suryavanshi 16.00 16.00 16.00 12.00

Mr. Devendra Jain 18.00 18.00 18.00 11.00

Mrs. Seema Suryavanshi 2.00 2.00 2.00 2.00

SITTING FEES PAID TO NON-EXECUTIVE DIRECTORS

Mr. Aditya Vijay Singh 0.0050 0.0240 *0.0160 Nil

Mr. Amogh Kumar Gupta 0.0135 0.0400 *0.0465 0.0155

Mr. Ashwini Verma 0.0135 0.0400 *0.0995 0.0155

Mr. Satish Chandra Pandey 0.0130 0.0360 *0.1165 0.0155

Mr. Vijay Chhibber 0.0020 0.0200 *0.0800 0.0125

Mr. Malay Mukherjee 0.0010 0.0250 *0.1025 0.0125

Ms. Ratna Dharashree Vishwanathan - 0.0025 *0.1025 0.0125

*Include commission paid to Non -executive Directors

** Directors remuneration (excluding commission) payable for the FY 2020-21. Actual sitting fee for FY 2020-21 shall depend upon the number of board meetings to be held during the year, the payment of sitting fee till Jun 26, 2020 has been provided in the table above.

May 16, 2017


F. Key Operational and Financial Parameters for the last 3 audited years 1. Financial highlights for the last three Consolidated audited financial years are provided below.

Parameters 2019-20 2018-19 2017-18

(In Cr.) (In Cr.) (In Cr.) Ind AS Ind AS Ind AS

Net-worth 3,303.54 2,834.80 2,290.46 Total Debt 9,060.08 7,406.09 4962.21 of which, -Non-Current Maturities of Long Term Borrowing

5985.50 4,820.19 2,938.56

-Short Term Borrowing 2,363.11 2,130.13 1,797.85 -Current Maturities of Long Term Borrowing

711.48 455.77 225.80

Net Fixed Assets 2,021.50 2,061.39 1,842.41 Non-Current Assets 9,098.20 7,624.78 5,353.10 Cash and Cash Equivalents 788.59 521.09 294.55 Current Investments 0.02 54.10 - Current Assets 7,634.63 6,802.28 5,801.84 Current Liabilities 6,460.34 5,620.22 4,990.05 Income 9,762.55 9,463.16 7,954.69 Net Sales 9,724.89 9415.84 7937.48 EBITDA 2,175.03 1810.71 1489.09 EBIT 1,704.55 1448.51 1197.13 Interest 1,135.60 871.86 589.70 PAT 404.74 543.70 577.64 Dividend Amounts (including DDT) 16.49 16.49 16.46 Current Ratio 1.18 1.21 1.16 Interest coverage ratio* 1.92 2.08 2.53 Gross debt/Equity ratio 2.74 2.61 2.17

Debt Service Coverage Ratio** 1.39 1.55 1.66 ^DDT- Dividend Distribution Tax *Interest coverage ratio= (EBIDTA)/ Interest **Debt Service Coverage Ratio= (EBIDTA)/ (Interest + Principal Repayment during the current year) 2. Financial highlights for the last three Standalone audited financial years are as provided below.


Parameters 2019-20 2018-19 2017-18

(In Cr.) (In Cr.) (In Cr.) Ind AS Ind AS Ind AS

Net-worth 3,605.99 3,204.42 2,457.06 Total Debt 3,256.22 3576.35 2954.85 of which, -Non-Current Maturities of Long Term Borrowing

772.72 1145.97 1042.69

-Short Term Borrowing 1,962.21 2,055.25 1,727.95 -Current Maturities of Long Term Borrowing

521.28 375.13 184.21

Net Fixed Assets 2,001.05 2,048.16 1,829.00 Non-Current Assets 4,107.13 3,655.11 2,916.61 Cash and Cash Equivalents 321.92 188.80 161.30 Current Investments - - - Current Assets 6,914.89 6,975.75 6,134.99 Current Liabilities 5,577.97 5,298.26 4,407.67 Income 9,015.11 9,164.61 7,761.40 Net Sales 8,983.82 9118.22 7745.88 EBITDA 1,603.31 1650.77 1418.32 EBIT 1,179.19 1330.58 1143.36 Interest 612.68 529.88 464.44 PAT 424.98 764.94 620.30 Dividend Amounts (including DDT) 16.49 16.49 16.46 Current Ratio 1.24 1.32 1.39 Interest coverage ratio* 2.62 3.12 3.05 Gross debt/Equity ratio 0.90 1.12 1.20 Debt Service Coverage Ratio** 1.55 1.99 1.84

^DDT- Dividend Distribution Tax *Interest coverage ratio= (EBIDTA)/ Interest **Debt Service Coverage Ratio= (EBIDTA)/ (Interest + Principal Repayment during the current year)

Gross Debt: Equity Ratio of the Company (considering Mar 31, 2020 figures): Before issuing the Debentures* 0.90 After issuing the Debentures 0.90

G. Project cost and means of financing, in case of funding new projects: NA

5.3 Brief history of Company since its incorporation giving details of its following activities: Dilip Buildcon Limited (DBL) is the largest road construction company in India. Over the years, since its incorporation in 2006, through outstanding track performance of constructing landmark infrastructure projects in record time, DBL has moved to a different league altogether. DBL’s strength lie in its ability to execute projects on time, within cost and of the highest quality. Its clientele in the road segment includes National Highway Authority of India (NHAI), state governments and private companies. The company is an established player in road construction companies with capabilities in bridges, mining excavation, dams, canals, and industrial, commercial and residential buildings, with a presence in 17 states in India.


A. Business carried on by the Company and its subsidiaries with the details of branches or units: The company is one of the leading private sector road-focused EPC contractors in India. During the last five financial years ended March 31, 2020, the company has completed the construction of 122 road projects in the states of Madhya Pradesh, Gujarat, Himachal Pradesh, Rajasthan, Maharashtra, Punjab, Karnataka, Andhra Pradesh, Uttar Pradesh, Tamil Nadu, Telangana and Haryana with an aggregate length of approximately 15,834 lane kms, achieving a CAGR of 32 % of revenue growth on standalone basis for the five Financial Years ended March 31, 2020. The company is the owner of one of the largest fleets of construction equipment in India and maintained, as of March 31, 2020, a modern equipment fleet of 12,833 vehicles and other construction equipments from some of the world's leading suppliers, such as Schwing Stettar, Metso, Wirtgen and Vogele. The company is one of the largest employers in the construction industry in India and employed 38,569 employees as of March 31, 2020. Its core business is undertaking construction projects across India in the roads sector. The company specializes in constructing state and national highways, city roads, culverts and bridges. As a result of the natural growth of our road construction business and rising opportunities in new business areas, we expanded into the irrigation, urban development, mining excavation and metro rail viaduct businesses. Our business comprises: (i) our construction business, under which we undertake road, irrigation, urban development, metro rail viaduct and mining excavation projects on an EPC basis; and (ii) our infrastructure maintenance and operations business, under which we undertake maintenance and operation of our BOT road projects. Corporate Structure Chart:


B. Business activity of the Company

DBL’s business comprises: (1) construction business, under which it undertakes roads, bridges, irrigation, urban development and mining projects on an EPC basis; and (2) infrastructure development business, under which it undertakes building, operation and development of road projects on a BOT basis with a focus on annuity projects.

1. Construction Business i. Roads & Bridges

We are primarily engaged in constructing roads and specialize in constructing state and national highways, city roads, culverts and bridges. We also undertake design, maintenance and operation of such roads. We have a team of specialists involved in integrated engineering and design works for implementing road and bridge construction projects. Our construction team undertakes the following types of projects: construction of new highways, repair and maintenance of existing highways and construction of new bypasses, widening and strengthening of existing carriageways, rehabilitation and upgrading of existing roads, construction of bridges and routine maintenance of highways.

ii. Mining Project

DBL over a period of time has developed core strengths like fleet/equipment management, bulk material handling, high volume excavation and earth work, supply chain management etc. in its infrastructure and construction business. All this expertise of DBL enjoys close synergy with the mining business. As a part of diversification strategy and to exploit the existing strengths of the organization, DBL ventured into mining business, bagged contracts of Overburden/Waste Removal from Northern Coalfield Limited (NCL) and Singareni Collieries Company Limited (SCCL). In a very short span of 12 months DBL has achieved a remarkable excavation capacity of 2.50 Lakhs BCM per day in the most cost-efficient manner and established new benchmarks for the Industry.

iii. Metro Rail

We diversified into the metro business in Financial Year 2019. In our metro business, we undertake design and construction of elevated viaducts for metro rail projects. We commenced work on the metro rail viaduct projects in Bhopal and Indore in December 2018. The Bhopal metro rail project involves the design and construction of elevated viaduct of 6.23 km between AIIMS and Subhash Nagar (excluding the stations) including entry and exit ramp in Bhopal, Madhya Pradesh, as part of Phase I of the Bhopal Metro Rail Project. The Indore metro rail project involves design and construction of elevated viaduct of 5.29 km between ISBT/MR10 Flyover and Mumtaj Bag Colony (excluding the stations) in Indore, Madhya Pradesh as part of Phase I of the Indore Metro Rail Project.

iv. Urban Development

In our urban development business, where we undertake the redevelopment and re-densification of government housing projects, build residential units under affordable housing schemes and construct parallel taxi tracks. We entered this business in the Financial Year 2013 and have completed two urban development projects as of March 31, 2019. We recognized revenue of ₹ 90.39 Cr., ₹ 111.24 Cr. and ₹ 31.46 Cr. from the urban development business for the Financial Years 2020, 2019 and 2018, respectively.


v. Irrigation

In our irrigation business, we undertake the design and construction of canals, tunnels and dams for agricultural irrigation purposes. We diversified into this business in the Financial Year 2014 to explore the opportunities in this area created by the increased focus of the Central and the State Governments on agriculture. In the Financial Year 2018, we completed the Kundalia Major Multipurpose Project, which was a dam project. We recognized revenue of ₹ 53.83 Cr., ₹ 37.56 Cr. and ₹ 160.96 Cr. from the irrigation business for the Financial Years 2020, 2019 and 2018, respectively.

2. Infrastructure Development Business

We focus on undertaking road projects on a BOT basis, where we build, operate and transfer roads pursuant to concession agreements with our counterparties. BOT road projects can be broadly divided into four types by the source of income: (i) hybrid annuity - where the GoI shares a portion of the total cost of the project and the source of revenue is the fixed amount that the relevant government agency pays for building and maintaining the roads on an annual basis, (ii) toll - where the only source of revenue is the toll charged to vehicles for using the road, (iii) annuity - where the only source of revenue is the fixed amount that the relevant government agency pays for building and maintaining the roads on an annual basis, and (iv) annuity plus toll - where the source of revenue includes the toll chargeable on vehicles using the road and the fixed amount that the relevant government agency pays for building and maintaining the roads on an annual basis.

During the early years of our business and until recently, most of our completed BOT projects were undertaken on an annuity plus toll basis, annuity basis and toll basis. Since the introduction by the GoI of BOT projects on a hybrid annuity basis, we have endeavoured to shift our focus from constructing toll, annuity and annuity plus toll models to constructing the hybrid annuity model (“HAM”). Under the HAM, the GoI shares a portion of the total project cost. This portion of the project cost is released by the GoI in tranches based on satisfaction by the concessionaire of certain milestones linked to the project. The rest of the project cost is funded by the concessionaire through either equity or debt or a combination of both. The revenue for hybrid annuity projects is limited to annuity by the GoI. As a mix of EPC and BOT models, the HAM reduces the financial burden of a concessionaire during the project implementation phase and increases its leverage in obtaining bank financing. Our ongoing BOT projects are all being undertaken on a hybrid annuity basis.

Our Business Strategy Continue to be a leading road focused EPC company We intend to focus on further enhancing our EPC capabilities in road projects. Our business growth is partly attributed to undertaking larger and more complex projects. With our experience in executing road projects and improved pre-qualification credentials for larger projects, we are more focused on bidding for projects directly awarded by government clients instead of private clients, as in the past. With more bids tendered for, we aim to seize opportunities to undertake large, complex and specialized EPC projects that match our project experience, execution capabilities and anticipated profit margins, forge stronger relationships with our clients and enable us to gain a better understanding of the market demand for EPC services. Continue to diversify business opportunistically in complementary segments While keeping road EPC projects as our primary focus of business, we have diversified our operations to include mining excavation projects, urban development, metro rail viaduct and irrigation projects. We intend to continue exploring opportunities in new business segments particularly when the potential projects coincide with our strategy of clustering projects to achieve higher productivity and margins. By expanding into these new segments of infrastructure business, we aim to operate projects with the benefit of geographical proximity and higher utilization of our manpower, equipment and materials. To avoid the potential adverse impact of over-diversification, however, we intend to limit our expansion to businesses that are complementary to our existing capabilities and experience.


Expand our geographical footprint We plan to continue our strategy of diversifying across states and increase orders for the growth of our business. Through an increasingly diversified portfolio, we hope to hedge against risks in specific areas or projects and protect us from fluctuations resulting from business concentration. With our increased experience and success, our rate of expansion may increase in terms of the projects we undertake. Maintain financial discipline Maintaining financial discipline has contributed to our strong financial performance. We intend to continue our practice of strict cost control through (i) geographically clustering projects, ownership and maintenance of modern equipment and centralizing procurement of major equipment and raw materials; (ii) careful selection of projects; and (iii) cautious expansion into new businesses and new geographical areas. While aiming for higher profitability, we intend to avoid over-leveraging our financial position or undertaking projects that would require significant investment in equipment or manpower. We may also prepay some of our high interest-rate term loans or equipment loans to lower our interest costs. According to Care Ratings our credit rating for long-term borrowings was “CARE A Stable” and for our short term borrowings was “Care A1” and according to CRISIL Ratings our credit rating for long-term borrowings was “CRISIL A Stable” and for our short term borrowings was “CRISIL A1” in the Financial Year 2020. Opportunistically divest BOT projects We intend to continue to evaluate opportunities to divest our BOT projects, either wholly or partially, and use the proceeds for investment in our other construction and infrastructure development projects or to enable us to raise more funds for further growth. In the Financial Year 2018, Our Company had entered into 24 (twenty four) separate tripartite share acquisition cum shareholders agreements with Shrem Roadways Private Limited and Shrem Infraventure Private Limited (individually the “Shrem Entity” and collectively, the “Shrem Entities”), as applicable, each dated March 26, 2018 pursuant to which our Company agreed to transfer its entire equity shareholding in 18 (eighteen) of the completed BOT project SPVs and 6 (six) under-construction BOT (HAM) project SPVs to the relevant Shrem Entity (the “Divestment”). Out of the 18 (eighteen) completed Project SPVs, as of March 31, 2020, our Company transferred 100.00% of its equity shareholding in 10(ten) BOT project SPVs, 74.00% of its equity shareholding in 1 (one) completed BOT project SPV and , 49 % of its equity shareholding in 2 (two) completed BOT project SPV to the relevant Shrem Entity pursuant to these agreements. Further, in the remainder 6 (six) under construction BOT (HAM) projects, as of March 31, 2020, 5 (five) projects are completed and achieved COD as per concession agreement and out of which under 2(two) BOT projects 49.00% equity shareholding has been transferred. Further, our Company’s entire shareholding in the remaining completed BOT project SPVs and BOT (HAM) SPVs will be transferred upon the completion of certain conditions contained in the agreements with Shrem Entities, which include, among other things, certain of our Company’s representations and warranties remaining true and receipt of approvals from the concession authority in accordance with the provisions of the concession agreement, the lender(s) and other governmental authorities. Further, during the Financial Year 2018 & 2019 company has won bid in 12 New Hybrid Annuity Model projects in the states of Odisha, Andhra Pradesh, Karnataka, Jharkhand, Telangana, Maharashtra & Madhya Pradesh In continuation of our endeavour to evaluate opportunities to divest our BOT(HAM) projects, our Company has entered into Agreement(s) dated August 31,2019 with Cube Highways and Infrastructure III Pte Limited ("Cube"), a company set up in Singapore for sale of 5 (five) under construction Hybrid Annuity Model ("HAM") projects. Pursuant to this. the Company has agreed to sell to Cube its entire shareholding in five projects in phased manner, in accordance with shareholding transfer restrictions set out in the Concession Agreement(s) executed between National Highways Authority of India (NHAI) and the project SPVs, and approval of respective project lenders and NHAI. In addition, both the parties may mutually agree for investment up to 49% of the required Equity of the projects by Cube, in the form of Optionally Convertible Debentures (OCDS), during the construction period, subject to certain conditions. The transaction will be completed in two stages, with the first stage to be completed by transferring 49% equity stake of our Company in respective SPVs to Cube immediately after the Commercial Operation Date (the


"COD") and the second stage to be completed with transfer of balance 51% equity stake of our Company in respective SPVs to Cube after expiry of mandatory lock-in period as per the Concession Agreement. Total consideration may undergo some changes on account of prevailing Bank Rate, rate of interest charged by lenders of respective Project, inflation etc. on the date of COD. Our Order Book Our order book comprises the unbilled revenue from the uncompleted portions of our existing contracts, that is, the total contract price of the existing contracts secured by us as reduced by the revenue recognized plus the value of new contracts of our new projects. Our total order book was RS. 19,081.58 cr, RS. 21,171.79 cr and RS. 23,888.12 cr as March 31, 2020, 2019 and 2018 respectively. The following table sets forth the breakdown of our order book as of Mar 31, 2020 by type of clients:

Project Types No. of Contracts

Contract price (Rs. In Cr.)

Outstanding order value (Rs. In Cr.)

% of outstanding order value

Government clients 45.00 29,596.24 19,081.58 NHAI 25.00 16,627.29 8,586.92 45.00% MoRTH 5.00 1,724.61 781.53 4.10% State Governments 7.00 6,138.13 5,531.23 28.99% Central Government Undertakings 2.00 462.32 64.90 0.34% Airport Authority of India 2.00 695.07 575.89 3.02% Northern Coalfields Limited 2.00 2,516.37 2,136.44 11.20%

Punjab State Power Corporation Limited

1.00 584.66 584.66 3.06%

Mahanadi Coalfield Limited 1.00 847.80 820.01 4.30% Total 45.00 29,596.24 19,081.58 100%

The following table sets forth the breakdown of our order book as of Mar 31, 2020 by business segment:

Segment No. of Contracts

Contract price

(RS in Cr.)

Outstanding order value (RS in Cr.)


EPC Projects Road and bridge 22 10,925.12 6,642.69 35.22% Irrigation 2 1,403.04 1,349.21 6.46% Airport 2 695.07 575.89 2.72% Metro rail viaduct 2 425.02 384.71 1.92% Mining excavation 4 3,948.83 3,541.11 19.34% Subtotal 32 17,397.07 12,493.61 67.00% BOT Infrastructure Development Projects

13 12,199.17 6,587.98 32.87%

Total 45 29,596.24 19,081.58 100.00%


The following table sets forth the breakdown of our order book as of Mar 31, 2020 by geographical areas:

Indian state No. of Contracts

Contract price (Rs. in Cr.)

Outstanding order value

(Rs. in Cr.)


Andhra Pradesh 1 1,375.04 590.05 3.09% Chhattisgarh 1 556.00 556.00 2.91% Goa 4 1,528.11 453.81 2.38% Gujrat 1 570.06 570.06 2.99% Jharkhand 3 2,056.75 1,761.36 9.23% Karnataka 8 5,612.04 3,263.79 17.10% Maharashtra 11 5,624.18 2,836.45 14.86% Madhya Pradesh 6 4,198.57 3,041.42 15.94% Odisha 2 1,843.50 1,369.48 7.18% Rajasthan 1 536.63 489.79 2.57% Telangana 1 579.49 278.84 1.46% Uttar Pradesh 5 4,502.79 3,858.66 20.22% West Bengal 1 613.08 11.87 0.06% Total 45 29,596.24 19,081.58 100.00%

5.4 Details of Share Capital as on last quarter end i.e. March 31st, 2020:

Share Capital (in Rs. Cr.)

Authorised Share Capital: 18,00,00,000 Equity Shares of Rs. 10/- each 180.00

Issued, Subscribed and Fully Paid- up: 13,67,69,768 Equity Shares of Rs. 10/- each

136.77

5.5 Changes in its capital structure:

Particulars 31st March

2020 (In Cr.)

31st March 2019 (In Cr.)





Authorised Shares *180.00 160.00 160.00 160.00 160.00 160.00 18,00,00,000 Equity Shares of Rs. 10 each

*on September 17, 2019 the authorised share capital increased from Rs. 160.00 Cr to Rs. 180.00 Cr.

Total 180.00 160.00 160.00 1600.00 1600.00 1600.00

Issued, subscribed and fully paid-up shares 13,67,69,768 Equity Shares of Rs. 10 each. ** Paid up capital was increased from Rs 117.14 cr to Rs 136.77 cr on Aug 09, 2016.

136.77 136.77 136.77 136.77** 117.14 117.14

Total 136.77 136.77 136.77 136.77 117.14 117.14


Date of Shareholders Resolution

Particulars of approval during last 5(five) years

January 30, 2015 Clause V of the Memorandum of Association was amended to reflect the increase of authorised capital from Rs 36 crore divided into 36,000,000 Equity Shares and RS 24 crore divided into 2,400 0.01% Compulsory Convertible Preference Shares to RS 1,60 crore divided into 136,000,000 Equity Shares and 2,400 0.01% Compulsory Convertible Preference Shares

March 2, 2015 Clause V of the Memorandum of Association was amended to reflect the reclassification of 2,400 0.01% Compulsory Convertible Preference Shares of RS 100,000 each into 24,000,000 Equity Shares, resulting into an authorised capital of RS 160 crore divided into 160,000,000 Equity Shares.

September 30, 2019 Clause V of the Memorandum of Association was amended to reflect the increase in authorised capital from Rs 160 crore divided into 160,000,000 Equity Equity Shares to Rs 180 crore divided into 180,000,000 Equity Equity Shares

5.6 Equity Share Capital History of the Company:-

Date of Allotment

Reason of allotment

No. of equity shares

Face Value

Issue Price

Nature of consideration

Cumulative No. of equity shares

Cumulative paid-up Equity share Capital

Cumulative Securities Premium

June 15, 2006

Subscription to MOA (1)

50,000 10 10 Cash 50,000 500,000 -

August 16, 2007

Preferential Allotment (2)

9,253,688 10 10 Other than cash

9,303,688 93,036,880 -

March 31,2008


8,000,000 10 10 Cash 17,303,688 173,036,880 .

March 31,2009


50,000 10 310 Other than cash

17,353,688 173,536,880 15,000,000

September 30,2009

Bonus Issue (5)

8,676,844 10 - NA 26,030,532 260,305,320 -

March 15,2010


10,000 10 370 Cash 26,040,532 260,405,320 3,600,000

March 18,2010


8,197,500 10 20 Other than Cash

34,238,032 342,380,320 85,575,000

March 18,2010


1,000,000 10 20 Cash 35,238,032 352,380,320 95,575,000


February 14,2012


100 10 50 Cash 35,238,132 352,381,320 95,579,000

January 31,2015

Bonus Issue (10)

70,476,264

10 - NA 105,714,396

1,057,143,960

-

February 20, 2015


11,420,669

10 21.01

Cash 117,135,065

1,171,350,650

125,793,310

August 09, 2016

Public Issue (12)

19,634,703

10 219 Cash 13,67,69,768

136,76,97,680

4,22,94,46,237

(1) Subscription by Dilip Suryavanshi (40,000 Equity Shares) and Seema Suryavanshi (10,000 Equity shares) (2) Preferential allotment to Dilip Suryavanshi (9,253,688 Equity Shares). (3) Preferential allotment to Dilip Suryavanshi (5,500,000 Equity Shares) and Seema Suryavanshi (2,500,000

Equity Shares). (4) Preferential allotment to Kadamb Constructions Limited (50,000 Equity Shares). (5) Bonus issue in the ratio 1:2 authorised by our Shareholders through a resolution dated September 30, 2009 to

DilipSuryavanshi (7,396,844 Equity Shares), Seema Suryavanshi (1,255,000 Equity Shares) and Kadamb Constructions Limited (25,000 Equity Shares). Bonus issue was undertaken through capitalisation of the securities premium and the reserves of our Company. An amount of ` 1.50 Cr. standing to the credit of share premium account and an amount of ` 7.17 Cr. from reserves was utilised for the bonus issue.

(6) Preferential allotment to Guneet Anand (10,000 Equity Shares). (7) Preferential allotment to Dilip Suryavanshi (6,232,500 Equity Shares) and Seema Suryavanshi (1,965,000

Equity Shares). (8) Preferential allotment to Dilip Suryavanshi (1,000,000 Equity Shares). (9) Preferential allotment to the Banyan Tree Growth Capital LLC (100 Equity Shares). (10) Bonus issue in the ratio 2:1 authorised by our Shareholders through a resolution dated January 30, 2015 to

Dilip Suryavanshi (37,703,234 Equity Shares), Seema Suryavanshi (7,936,200 Equity Shares), Karan Suryavanshi (20,002 Equity Shares), Devendra Jain (24,666,624 Equity Shares), Suryavanshi Minerals Private Limited (2 Equity Shares), Dilip Mass Communication Private Limited (150,000 Equity Shares), Dilip Suryavanshi HUF (2 Equity Shares) and Banyan Tree Growth Capital LLC(200 Equity Shares). Bonus issue was undertaken through capitalisation of the securities premium and the reserves of our Company. An amount of 60.56 Cr. standing to the credit of share premium account and an amount of Rs. 9.92 Cr. from reserves was utilised for the bonus issue.

(11) Our Company had allotted (i) 1,600 0.01% compulsorily convertible preference shares of face value Rs. 100,000 each at a premium of Rs. 212,500 each (“Tranche 1 CCPS”) on February 14, 2012 for a consideration of ` 50.00 Cr.; and (iii)800 0.01% compulsorily convertible preference shares of face value Rs. 100,000 each at a premium of Rs. 212,500 each (“Tranche 2 CCPS”, and collectively with Tranche 1 CCPS, the “BTGC CCPS”) on March 31, 2012 for a consideration of Rs. 25.00 Cr. The BTGC CCPS with an aggregate face value of Rs. 24.00 Cr were converted into 11,420,669

(12) Equity Shares which were allotted to the Banyan Tree Growth Capital LLCon February 20, 2015. Out of the aggregate Consideration of Rs. 75.00 Cr. (comprising of an aggregate face value of ` 24.00 Cr.on and premium of Rs. 51.00 Cr.) for the BTCG CCPS, Rs. 51.00 Cr. has been fully utilized towards a bonus issue of Equity Shares on January31, 2015.

(13) On 09th August, 2016 our Company has allotted 19634703 equity shares at Rs. 219 per Equity Shares , including a share premium of Rs. 209 per Equity Shares.


a. Issue of Equity Shares for consideration other than cash

Date of

Allotment Name of the

Allottees Number of

Equity Shares

Allotted

Face Value (₹)

Issue price per Equity Share (₹)

Reason for allotment

Benefits accrued to our Company

August 16, 2007

Dilip Suryavanshi

9,253,688 10 10 Transfer of business of Dilip Builders to our Company

Business acquisition

September 30, 2009

Dilip Suryavanshi

7,396,844 10 Bonus issue in the ratio 1:2 authorised by our Shareholders through a resolution dated September 30, 2009. Bonus issue was undertaken through capitalisation of the securities premium and the reserves of our Company.

-

Seema Suryavanshi

1,255,000 10

M/s Kadamb Constructions Limited

25,000 10

March 18, 2010

Dilip Suryavanshi

6,232,500 10 Acquisition of property

Acquisition of properties

Seema Suryavanshi

1,965,000 10

January 31, 2015

Dilip Suryavanshi

37,703,234 10 Bonus issue in the ratio 2:1 authorised by our Shareholders

-


through a resolution dated January 30, 2015. Bonus issue was undertaken through capitalisation of the securities premium and the reserves of our Company.

Devendra Jain 24,666,624 10 Seema

Suryavanshi 7,936,200 10

Dilip Mass Communication Private Limited

150,000 10

Karan Suryavanshi

20,002 10

BanyanTree Growth Capital, LLC

200 10

Suryavanshi Minerals Private Limited

2 10

Dilip Suryavanshi HUF

2 10

b. Compulsorily Convertible Preference Shares Capital History our Company

Date Allotment of the Preference shares

Name of allottee

Reason of allotment

No. of Preference share

Face Value

Issue Price

Nature of Consider

ation

Cumulative no of Preference shares

Cumulative paid up

Preference share

capital (Rs. in Cr.)

Cumulative Preference

Share premium

(Rs. in Cr.)

February 14, 2012

Banyan Tree Growth Capital, LLC


1,600 100,000 312,500 Cash 1,600 16.00 34.00

February 14, 2012

Banyan Tree Growth Capital, LLC


800 100,000 312,500 Cash 2,400 24.00 51.00

February 20, 2015

Banyan Tree Growth

Conversion of Preference shares to

(2,400) 100,000 - - - - -


Capital, LLC

equity shares (2)

1. Pursuant to the BTCG Agreement, our Company had allotted (i) 1,600 0.01% compulsorily convertible

preference shares of face value Rs. 100,000 each at a premium of Rs. 212,500 each (“Tranche 1 CCPS”) on February 14, 2012 for consideration of Rs. 50.00 Cr.; and (iii) 800 0.01% compulsorily convertible preference shares of face value ` 100,000 each at a premium of Rs. 212,500 each (“Tranche 2 CCPS”, and collectively with Tranche 1 CCPS, the “BTGC CCPS”) on March 31, 2012 for a consideration of Rs. 25.00 Cr.

2. The BTGC CCPS with an aggregate face value of Rs. 24.00 Cr. were converted into 11,420,669 Equity Shares

which were allotted to the Banyan Tree Growth Capital LLC on February 20, 2015.

5.7 Details of any Acquisition or Amalgamation in the last 1 year: Yes, The Company and its nominee has acquired from the existing shareholders of Deevin Sesmic Systems Private Limited i.e Mr. Deepak Balwani and Mrs. Chaya Balwani and has completed the acquisition formalities on January 03, 2020. The details of acquisition are as under:

S. No.

Date of acquisition

No. of Shares Transferor Acquirer

1 03.01.2020 6370 Deepak Balwani Dilip Buildcon Limited

2 03.01.2020 9560 Chhaya Balwani Dilip Buildcon Limited

3 03.01.2020 10 Deepak Balwani Dilip Suryavanshi (act as nominee on behalf of DBL)

4 03.01.2020 10 Chhaya Balwani Devendra Jain (act as nominee on behalf of DBL

Total 15950

Pursuant to the said transaction, w.e.f January 03, 2020, Deevin Sesmic Systems Private Limited has become wholly owned subsidiary of the Company and same has been intimated to the stock exchanges on January 04,2020.

5.8 Details of any Reorganization or Reconstruction in the last 1 year: NA

5.9 Details of any sale of assets in the last 1 year:

The company has signed share purchase agreements with Cube Highways and Infrastructure III Pte Limited, Singapore for divestment by way of sale, transfer or disposal of its entire equity stake in 5 subsidiaries of the Company having a total project cost of of Rs. 4677Crore (Approx.).


5.10 Details of the shareholding of the Company as on the latest quarter end, i.e. Mar 31, 2020:

A. Shareholding pattern of the Company as on last quarter end, i.e. Mar 31, 2020:

S. No

Name of the Shareholder Number of

shares

Number of shares held in

Dematerialized Form

Number of shares

pledged

Total Shareholding as % of total no of equity

shares

1 Promoter and Promoter Group

10,25,71,368 10,25,71,368 2,93,71,347 75.00%

2 Public 3,41,98,400 3,41,98,300 - 25.00%

Total 13,67,69,768 13,67,69,668 2,93,71,347 100.00% B. List of top 10 holders of equity shares of the Company as on the latest quarter end, i.e. Mar 31, 2020:

S. No

Name of the Shareholder Number of shares Number of shares held in Dematerialized Form

% of Holding

1. Dilip Suryavanshi

55107987 55107987 40.29

2 Devendra Jain

35559072 35559072 26.00

3 Seema Suryavanshi 11904200 11904200 8.70

4 Hdfc Trustee Company Ltd - A/C Hdfc Mid – Cap opportunities Fund

5256240 5256240 3.8431

5 East Bridge Capital Master Fund Limited

2606064 2606064 1.9054

6 Abu Dhabi Investment Authority - Behave

2229331 2229331

1.63

7 Franklin Templeton Investment Funds 1918392 1918392 1.4026

8 Aadi Financial Advisors LLP 1223051 1223051 0.8942

9 HDFC Trustee Company Ltd. A/C HDFC Capital Builder Value Fund

769553 769553 0.5627

10 Hdfc Trustee Co Ltd A/C HDFC

Housing Opportunities Fund-1140d November 2017 (1) 720500 720500 0.5268


5.11 Following details regarding the directors of the Company:

A. Details of current directors of the Company: This table sets out the details regarding the Company’s Board of Directors as on date of this Disclosure Document: Name, Designation, Address, Occupation, DIN, Term and Nationality

Age (in

years)

Director of the Company since

Other Directorships

Dilip Suryavanshi

Designation: Managing Director

Address: E-5/90, Arera Colony, Bhopal 462 016, Madhya Pradesh

Occupation: Business

DIN: 00039944

Term : Reappointment as MD for 3 years -w.e.f 26.08.2018, Pursuant to the resolution passed on annual general Meeting dated 28.09.2018

Nationality: Indian

63 June 12, 2006 i) Kymore Iron Ore Pvt Ltd. ii) Suryavanshi Minerals Private Limited iii) DNN Media Communication Private Limited iv) Makson Health Care Private Limited v) DBL Nadiad Modasa Tollways Limited vi) DBL Hassan Periyapatna Tollways Limited vii) DBL Kalmath Zarap Highways Limited viii) DBL Mahagaon Yavatmal Highways Private Limited ix) DBL Chandikhole Bhadrak Highways Private Limited x) DBL Mangloor Highways Private Limited xi) DBL Gorhar Khairatunda Highways Private Limited xii) DBL Tuljapur Ausa Highways Limited xiii) High Fly Airlines Private Limited

Seema Suryavanshi

Designation: Whole time Director

Address: E-5/5, Arera

Colony, Bhopal 462 016, Madhya Pradesh

Occupation: Business

DIN: 00039946

58 June 12, 2006 i) Kymore Iron Ore Pvt Ltd. ii) Suryavanshi Minerals Private Limited iii) DNN Media Communication Private Limited iv) DBL Ashok Nagar-Vidisha Tollways Limited v) DBL Betul-Sarni Tollways Limited vi) DBL Tikamgarh-Nowgaon Tollways Limited vii) DBL Borgaon Watambare Highways Private Limited viii) DBL Sangli Borgaon Highways Private limited ix) DBL Wardha Butibori Highways Private Limited


Name, Designation, Address, Occupation, DIN, Term and Nationality

Age (in

years)


Other Directorships

Term: Reappointment as Whole -time Director for 3 years -w.e.f 26.08.2018, Pursuant to the resolution passed on annual general Meeting dated 28.09.2018.

Nationality: Indian

x) DBL Anandapuram Anakapalli Highways private Limited xi) DBL Mangalwedha Solapur Highways Private Limited xii) High Fly Airlines Private Limited

Devendra Jain

Designation: Whole time Director & Chief Executive Officer

Address: E1/101, Arera Colony, Bhopal (M.P)- 462016 Occupation: Business

DIN: 02374610 Term : Reappointment as Whole -time Director for 3 years -w.e.f 26.08.2018, Pursuant to the resolution passed on annual general Meeting dated 28.09.2018 Nationality: Indian

46 April 01, 2009 i) DBL Pachhwara Coal Mine Private Limited ii) DBL Hassan Periyapatna Tollways Limited iii) DBL Bangalore Nidagatta Highways Private Limited iv) DBL Nidagatta Mysore Highways Private Limited v) DBL Byrapura Challakere Highways Private Limited vi) DBL Bellary Byrapura Highways Private Limited


Age (in

years)


Other Directorships

Ashwini Verma

Designation: Independent and Non – Executive Director

Address: B-57, New Krishi Nagar, Janki Nagar, Chuna

49 August 05, 2014

i)DBL Nadiad Modasa Tollways Limited ii) DBL Sardarpur Badnawar Tollways Limited iii) DBL Silwani-Sultanganj Tollways Limited iv) DBL Bankhlafata-Dogawa Tollways Limited v) DBL Betul-Sarni Tollways Limited



Age (in

years)


Other Directorships

Bhatti, Bhopal 462 016, Madhya Pradesh

Occupation: Service

DIN: 06939756

Term :Re-appointed as an Independent Director of the Company for second consecutive term of 5 (five) years, w.e.f. August 5, 2019 to August 4, 2024.” AGM 28.09.2018

Nationality: Indian

vi) DBL Patan Rehli Tollways Limited vii) Jalpa Devi Tollways Limited viii) DBL Tuljapur Ausa Highways Limited

Amogh Kumar Gupta Designation: Independent andNon – Executive Director

Address : Plot no. 15, Amaltas Phase – I, Chuna Bhatti, Bhopal 462 016, Madhya Pradesh

Occupation: Service

DIN: 06941839 Term :.Re-appointed as an Independent Director of the Company for second consecutive term of 5 (five) years, w.e.f. August 5, 2019 to August 4, 2024 . AGM – 28.09.2018

Nationality: Indian

58

August 05, 2014

i. DBL Uchera – Nagod

Tollways Limited ii. DBL Jaora-Sailana

Tollways Limited iii. DBL Ashoknagar-Vidisha

Tollways Limited iv. DBL Tikamgarh-

Nowgaon Tollways Limited

v. DBL Mundi-Sanawad Tollways Limited

vi. DBL Lucknow Sultanpur Highways Limited

vii. DBL Yavatmal Wardha Highways Private Limited

viii. Satna Smart City Development Limited

Satish Chandra Pandey 79 January 23, 2015 Nil



Age (in

years)


Other Directorships

Designation: Independent and Non – Executive Director Address: B – 270, Opposite Lake Shahpura, Huzur, Trilanga, Bhopal 462 039, Madhya Pradesh Occupation: Retired civil servant

DIN: 07072768 Term: Re-appointed in 13th AGM for the second consecutive term of 5 years as Independent Director w.e.f 23.01.2020 to 22.01.2025- AGM dated -17.09.2019. Nationality: Indian

Vijay Chhibber Designation: Independent and Non – Executive Director Address: Flat No. 504, Tower No. 25, Commonwealth Games Village, Near Akshardham Temple, New Delhi 110 092 Occupation: Retired Civil Servant

DIN: 00396838 Term : For a term of five years from February 28, 2017 until February 27, 2022 Nationality: Indian

64 February 28, 2017 i) Century Plyboards (India) Ltd. ii) Pyrites Phosphates & Chemicals Limited (Under Liquidation) iii) Scania Commercial Vehicles India Private Limited iv) Sagar mala Coastal Limited v) International Cargo Terminal sand infrastructure Private Limited vi) Ev Motors India Private Limited vii) Unibrain Consultancy Service Private Limited

Malay Mukherjee

64 February 13, 2018 i)Srei Infrastructure Finance Limited



Age (in

years)


Other Directorships

Designation: Independent and Non – Executive Director Address: E – 135, First Floor, Kalkaji, New Delhi 110 019 Occupation: Independent Consultant / Advisor

DIN: : 02272425 Term For a term of five years from February 13, 2018 until February 12, 2023 Nationality: Indian

ii) Engenr in Energy Private Limited iii) Chartered Finance Management Limited

Ratna Dharashree Vishwanathan Address: E – 402, Central Park 1, Golf Course Road, Sector 42, Gurgaon, Haryana 122 002 Occupation: Development and Financial Services Nationality: Indian Term: For a term of five years from March 30, 2019 until March 29, 2024 DIN: 07278291

March 30, 2019 i) Moneyboxx Finance Limited ii) Fusion Micro Finance Private Limited

Note: None of the directors of the Company are appearing in the RBI defaulter list and/or ECGC default list, if any.

B. Details of change in directors since last 3 years:

Name of Directors

Designation and DIN

Date of Appointment/resignation

Director of the Company since (in case of resignation)

Mr. Dilip Suryavanshi

Managing Director-00039944

Reappointment as MD for 3 years -w.e.f 26.08.2018, Pursuant to the resolution passed on annual general Meeting dated 28.09.2018

June 12, 2006


Mrs. Seema Suryavanshi

Whole time Director- 00039946

Reappointment as Whole -time Director for 3 years -w.e.f 26.08.2018, Pursuant to the resolution passed on annual general Meeting dated 28.09.2018

June 12, 2006

Mr. Devendra Jain

Whole time Director & Chief Executive Officer -02374610

Reappointment as Whole -time Director for 3 years -w.e.f 26.08.2018, Pursuant to the resolution passed on annual general Meeting dated 28.09.2018

April 01, 2009

Mr. Ashwini Verma

Non Executive Independent Director - 06939756

Re-appointed as an Independent Director of the Company for second consecutive term of 5 (five) years, w.e.f. August 5, 2019 to August 4, 2024.” AGM 28.09.2018

August 05, 2014

Mr. Amogh Kumar Gupta

Non Executive Independent Director -06941839

Re-appointed as an Independent Director of the Company for second consecutive term of 5 (five) years, w.e.f. August 5, 2019 to August 4, 2024.” AGM 28.09.2018

August 05, 2014

Mr. Satish Chandra Pandey


Re-appointed in 13th AGM for the second consecutive term of 5 years as Independent Director w.e.f 23.01.2020 to 22.01.2025- AGM dated -17.09.2019.

January 23, 2015

Mr, Vijay Chhibber


Term For a term of five years from February 28, 2017 until February 27, 2022

February 28, 2017

Mr. Malay Mukherjee

Non Executive Independent Director- 02272425

Term For a term of five years from February 13, 2018 until February 12, 2023

February 13, 2018

Ms. Ratna Dharashree Vishwanathan

Non Executive- Woman Independent Director-07278291

For a term of five years from March 30, 2019 until March 29, 2024

March 30, 2019

Mr. Aditya Vijay Singh


May 29, 2020 July 15, 2011

5.12 Following details regarding the auditors of the Company:

A. Details of the Auditor of the Company:


Name Address Auditor since (dd.mm.yyyy)

*Mukund M. Chitale & Co. 2nd Floor, Kapur House, Paranjape B Scheme Road No. 1, Vile Parle (E), Mumbai-400057

Appointed as Joint Statutory Auditor on 17.09.2019

MSG & Associates MIG-1/5, 1st Floor, Amber Complex Zone-II, M.P. Nagar, Bhopal-462011

Appointed as Joint Statutory Auditor on 11.09.2017

B. Details of change in auditors since last 3 years: Yes

Pursuant to the provision section 139 of Companies Act, 2013, the Company at its Annual General Meeting held on 11.09.2017 has passed a shareholder resolution, where the company had appointed M/s. MSG & Associates, Chartered Accountants, MIG-1/5, 1st Floor, Amber Complex Zone-II, M.P. Nagar, Bhopal-462011(ICAI Firm Registration No.010254C), as the Joint Statutory Auditors of the Company, in place of M/s. Naresh Rajani & Co, MIG-1/5, 1st Floor, Amber Complex Zone-II, M.P. Nagar, Bhopal-462011 Chartered Accountants, Bhopal (ICAI Firm Registration No. 008422C). The new statutory auditor hold office for a term of five years from the conclusion of this Annual General Meeting till the conclusion of Sixteenth Annual General Meeting of the Company to be held in the year 2022. Further M/s Mukund M. Chitale & Co., Chartered Accountants, 2nd Floor, Kapur House, Paranjape B Scheme Road No. 1, Vile Parle (E), Mumbai-400057 (ICAI Firm RegistrationNo.106655W) who was appointed as Joint Statutory Auditor of the Company for a term of five years and hold such office from the Conclusion of the 8th Annual General Meeting till the Conclusion of the 13th Annual General. The Company at its 13thAnnual General Meeting held on 17.09.2019 has passed a shareholder resolution and re-appointed M/s Mukund M. Chitale & Co., Chartered Accountants, Mumbai as Statutory Auditor of the Company and to hold the office for a second consecutive term of three years (3)from the conclusion of this Annual General Meeting till the conclusion of 16th Annual General Meeting of the Company to be held in the calendar year 2022.

5.13 Details of borrowings of the Company, as on March 31, 2020:

A. Details of Secured Loan Facilities:

Amount in Rs Cr.

Sr. No.

Lender’s Name

Type of

facility

Amt Sanctione

d

Amt Disburse

d

Principal o/s as on Mar 31, 2020

Repayment Date /

Schedule Security

1 State Bank of India

Term Loan

100.00 100.00

19.94

As per below table

Hypothecation of

Encumbered Machinery

2 Axis Bank

Term Loan

26.33 26.33

12.95

As per below table

Hypothecation of


3 HDFC Bank Ltd

Term Loan

47.92 47.92

28.33

As per below table

Hypothecation of


4 ICICI Bank Ltd.

Term Loan 31.17 31.17

28.05

As per below table

Hypothecation of



5 Indusind Bank Ltd

Term Loan

48.37 48.37

27.90

As per below table

Hypothecation of


6 Kotak Mahindra Finance

Term Loan

21.18 21.18

10.81

As per below table

Hypothecation of


7 Yes Bank Ltd

Term Loan

26.24 26.24

14.72

As per below table

Hypothecation of


8 Au Financiers India Limited

Term Loan

0.75 0.75

0.39

As per below table

Hypothecation of


9

Cholamandalam Invest & Finance Co. Ltd.

Term Loan

38.72 38.72

23.68

As per below table

Hypothecation of


10 HDB Financial Services Ltd.

Term Loan

9.95 9.95

6.24

As per below table

Hypothecation of


11

Hinduja Leyland Finance Limited

Term Loan

71.92 71.92

49.58

As per below table

Hypothecation of


12

Mahindra & Mahindra Financial Services Ltd

Term Loan

31.98 31.98

21.45

As per below table

Hypothecation of


13 Srei Infrastrure Finance Ltd

Term Loan

231.72 231.72

144.13

As per below table

Hypothecation of


14 Sundaram Finance Ltd.

Term Loan

38.57 38.57

26.03

As per below table

Hypothecation of


15 Tata Capital Financial Services Ltd.

Term Loan

32.99 32.99

17.66

As per below table

Hypothecation of


16 Tata Motors Finance Ltd.

Term Loan

28.15 28.15

13.98

As per below table

Hypothecation of


17 Tata Motors Finance Solution Ltd

Term Loan

28.60 28.60

16.62

As per below table

Hypothecation of



18

Toyota Financial Services Limited

Term Loan

0.31 0.31

0.02

As per below table

Hypothecation of


19 Volvo Asset Finance Pvt Ltd

Term Loan

47.54 47.54

32.48

As per below table

Hypothecation of


20 Aditya Birla Finance Ltd.

Term Loan

13.30 13.30

13.43

As per below table

Hypothecation of


21 Dalmler Finance Ltd.

Term Loan

12.53 12.53

9.32

As per below table

Hypothecation of


22 Ratnakar Bank Limited

Term Loan

48.09 48.09

26.16

As per below table

Hypothecation of


23 Tata Capital Financial Services Ltd

Term Loan

76.10 76.10

33.55

As per below table

Hypothecation of


24 Bank Of Baroda

Term Loan

77.47 77.47

63.57

As per below table

Hypothecation of


25 Volkswagon Finance Limited

Term Loan

32.82 32.82

22.33

As per below table

Hypothecation of


26 CNH Industrial Capital (I) P Ltd

Term Loan

2.19 2.19

1.56

As per below table

Hypothecation of


27 IDFC Bank Ltd

Term Loan

15.97 15.97

13.77

As per below table

Hypothecation of


28 Karnataka Bank Ltd

Term Loan

25.00 25.00

18.63

As per below table

Hypothecation of


29 Suryoday Small Finance Bank Ltd

Term Loan

21.59 21.59

17.03

As per below table

Hypothecation of


30 The Catholic Syrian Bank Ltd

Term Loan

49.35 49.35

42.78

As per below table

Hypothecation of


31 John Deere Financial Ltd.

Term Loan 10.23 10.23

9.57

As per below table

Hypothecation of



32 Caterpillar

Term Loan

10.82 10.82

10.54

As per below table

Hypothecation of


TOTAL

1257.87 1257.87

777.18

Amount in Rs Cr. Yearly Repayment Schedule of Term Loans availed from Banks and NBFCs

Lenders

Amount

Sanctioned

Principal amount

O/s

Repayment

Repayment

Repayment

Repayment

Repayment

31.03.2020

Apr 20 - Mar 21

Apr 21 - Mar 22

Apr 22 - Mar 23

Apr 23 - Mar 24

Apr 24 - Mar 25

A. From Banks

Axis Bank 26.33 12.95 7.11 5.83 - - -

HDFC Bank Ltd 47.92 28.33 12.02 7.12 4.53 4.59 0.07

ICICI Bank Ltd. Finance

31.17 28.05 8.03 8.93 8.12 2.97 -

Indusind Bank Ltd 48.37 27.90 12.74 10.99 3.05 1.13 -

Kotak Mahindra Finance

21.18 10.81 5.59 4.09 1.12 - -

State Bank Of India 100.00 19.94 19.94 - - - -

Ratnakar Bank Limited

48.09 26.16 12.07 12.07 2.01 - -

Bank Of Baroda 77.47 63.57 14.86 16.35 17.78 14.58 -

Yes Bank Ltd 26.24 14.72 6.90 6.10 1.72 - -

Karnataka Bank Ltd 25.00 18.63 7.14 7.14 4.35 - -

Suryoday Small Finance Bank Ltd

21.59 17.03 5.84 6.29 3.71 0.62 0.56

IDFC Bank Ltd 15.97 13.77 3.70 4.13 3.97 1.98 -

AU Financiers India Limited

0.75 0.39 0.27 0.12 - - -

The Catholic Syrian Bank Ltd

49.35 42.78 14.29 14.29 14.21 - -

Total - (A) 539.43 325.01 130.49 103.45 64.57 25.87 0.63

B. From NBFC

- - - - - -


Cholamandalam Invest & Finance Co. Ltd.

38.72 23.68 9.84 9.07 4.76 - -

Hdb Financial Services Ltd.

9.95 6.24 2.51 2.75 0.97 - -

Hinduja Leyland Finance Limited

71.92 49.58 20.28 21.54 7.76 - -

Mahindra & Mahindra Financial Services Ltd

31.98 21.45 9.25 7.69 3.47 1.04 -

Dalmler Finance Ltd. 12.53

9.32 3.00 3.35 2.96 - -

Srei Infrastrure Finance Ltd

231.72 144.13 61.56 57.81 24.76 - -

Sundaram Finance Ltd.

38.57 26.03 11.61 7.41 4.80 2.21 -

Tata Capital Financial Services Ltd.

32.99 17.66 9.21 6.82 1.64 - -

Tata Motors Finance Ltd.

28.15 13.98 7.51 5.64 0.84 - -

Tata Motors Finance Solution Ltd

28.6 16.62 9.25 7.16 0.21 - -

Toyota Financial Services Limited

0.31 0.02 0.02 - - - -

Volkswagon Finance Limited

32.82 22.33 8.12 8.90 5.30 - -

Volvo Asset Finance Pvt Ltd

47.54 32.48 12.28 13.69 6.52 - -

Cnh Industrial Capital (I) P Ltd

2.19 1.56 0.54 0.60 0.43 - -

John Deere Fin 10.23

9.57 2.29 2.50 2.73 2.05 -

Caterpillar 10.82

10.54 2.56 2.76 2.93 2.29 -

Aditya Birla Finance Ltd.

13.3 13.43 13.43 - - - -

Tata Capital Financial Services Ltd

76.1 33.55 25.71 7.84 - - -

Total - (B) 718.44 452.17 208.96 165.54 70.07 7.60 -

Total (A+B) 1257.8

7 777.18 339.45 268.99 134.64 33.47 0.63

Working capital loans of DBL (both funded and non-funded) as of 31-Mar-2020 (Amount in Rs Cr.)

Name of the Bank

Sanctioned Limits Amount O/s as as on 31.03.2020

FB NFB Total FB and

NFB FB NFB

Total FB and

NFB

Bank of Baroda 425.00 890.00 1,315.00 303.01 753.86 1,056.86

Bank of India 110.00 157.00 267.00 109.37 145.41 254.78


Bank of Maharashtra 45.00 205.00 250.00 44.23 197.78 242.01

Canara Bank 225.00 700.00 925.00 224.62 513.48 738.09

Canara Bank (e-Syndicate Bank)

100.00 285.00 385.00 79.70 301.74 381.44

Central Bank of India 125.00 164.00 289.00 30.44 127.63 158.08

EXIM Bank - 200.00 200.00 - - -

IDBI Bank 200.00 350.00 550.00 197.24 331.55 528.79

Indian Overseas Bank

78.30 211.75 290.05 77.25 205.91 283.17

Indian Bank 25.00 200.00 225.00 15.00 71.39 86.39

Indian Bank (e-Allahabad Bank)

70.00 140.00 210.00 0.15 139.49 139.64

Jammu & Kashmir 25.00 25.00 50.00 24.81 20.58 45.39

Karnataka Bank Ltd 44.00 56.00 100.00 43.23 52.26 95.49

Lakshmi Vilas Bank 10.00 60.00 70.00 9.94 52.95 62.89

Punjab National Bank

381.00 1,598.50 1,979.50 359.99 1,477.57 1,837.56

Punjab National Bank (e-United Bank of India)

43.00 114.00 157.00 42.74 111.95 154.69

Punjab National Bank (e-Oriental Bank of Commerce)

60.00 200.00 260.00 41.64 199.80 241.44

Punjab and Sindh Bank

25.00 85.00 110.00 15.79 68.85 84.64

State Bank of India 120.00 185.00 305.00 114.58 184.99 299.57

UCO Bank 87.50 159.50 247.00 77.99 157.43 235.42

Union Bank of India 15.00 130.00 145.00 14.83 126.73 141.57

Union Bank (e-Andhra Bank)

31.00 126.00 157.00 27.22 110.33 137.54

Union Bank (e-Corporation Bank)

100.00 227.00 327.00 98.65 213.80 312.45

Total 2344.80 6468.75 8813.55 1,952.42 5,565.48 7,717.90

Security: First pari passu charge on all the current assets of the company

Collateral:

Nature / Description of Security Nature of Charge Security value (in

Rs. Cr.)

Equitable Mortgage of Immovable Properties Equitable Mortgage 34.56

Hypothecation of Plant & Machinery Hypothecation 43.00

Pledge of RD / FDRs Pledge 14.97

Pledge of Equity Shares of the Company Pledge 500.00


Total 592.53

B. Details of Unsecured Loan Facilities:

(Figures in Rs crores) Sl No

Lenders Name Type of Facility

Amount Sanctioned

Amount outstanding as on March 31,

2020

Repayment Date/ Schedule

1 Highfly Airlines Pvt Ltd

Demand Loan 0.24 0.24 On Demand

Note: Lender is a related party entity of the Company.

C. Details of Non-Convertible (unlisted) Debentures:

1. 6000, 8.90% Non-Convertible Debentures (NCDs) face value of Rs.10,00,000/-(Indian Rupees Ten Lakhs only) each at par aggregating to Rs. 600,00,00,000 Crore (Indian Rupees Six Hundred Crores only)

Instrument Non-Convertible Debentures No of Securities 6000 Face Value of each security Rs 10,00,000 Issue Size Rs 600 crores Interest 8.90% p.a. Date of Allotment December 28, 2017 Outstanding Credit Rating CRISIL “A” (Stable) Security Secured by hypothecation of movable plant and

machinery of the Company valuing 1.25x of the outstanding value of the Debentures.

Redeemed till March 31, 2020: Rs 90 crores in aggregate on following dates-

1. Series I: 450 NCDs of Rs. 10,00,000 each redeemable on 28-Dec-2019, total amount – Rs. 45,00,00,000 2. Series II: 450 NCDs ofRs.10,00,000 each redeemable on 28-Mar-2020, total amount – Rs. 45,00,00,000

Outstanding as on March 31, 2020: Rs 510 crores in aggregate, redeemable on following dates -

1. Series III: 450 NCDs of Rs. 10,00,000 each redeemable on 28-Jun-2020, total amount- Rs. 45,00,00,000 2. Series IV: 450 NCDs of Rs. 10,00,000 each redeemable on 28-Sep-2020, total amount- Rs. 45,00,00,000 3. Series V: 450 NCDs of Rs. 10,00,000 each redeemable on 28-Dec-2020, total amount- Rs. 45,00,00,000 4. Series VI: 450 NCDs of Rs. 10,00,000 each redeemable on 28-Mar-2021, total amount Rs. 45,00,00,000 5. Series VII: 450 NCDs of Rs. 10,00,000 each redeemable on 28-Jun-2021, total amount Rs. 45,00,00,000 6. SeriesVIII: 450 NCDs of Rs. 10,00,000 each redeemable on 28-Sep-2021, total amount Rs. 45,00,00,000 7. Series XI: 450 NCDs of Rs. 10,00,00 each redeemable on 28-Dec-2021, total amount Rs. 45,00,00,000 8. Series X: 450 NCDs of Rs. 10,00,000 each redeemable on 28-Mar-2022, total amount Rs. 45,00,00,000 9. Series XI: 500 NCDs of Rs. 10,00,000 each redeemable on 28-Jun-2022, total amount Rs. 50,00,00,000 10. Series XII: 500 NCDs of Rs. 10,00,000 each redeemable on 28-Sep-2022, total amount Rs. 50,00,00,000 11. SeriesXIII:500 NCDs of Rs. 10,00,000 each redeemable on 28-Dec-2022, total amount Rs. 50,00,00,000


2. 1000, 8.75% Listed Non-Convertible Debentures (NCDs) face value of Rs.10,00,000/-(Indian Rupees Ten Lakhs only) each at par aggregating to Rs. 100,00,00,000 (Indian Rupees One Hundred Crores only)

Instrument Non-Convertible Debentures No of Securities 1000 Face Value of each security Rs 10,00,000 Issue Size Rs 100,00,00,000 (Indian Rupees One Hundred Crores

only) Interest 8.75% p.a. Date of Allotment May 29, 2020 Outstanding Credit Rating CARE “A” (Stable) Security Secured by hypothecation of movable plant and

machinery of the Company valuing 1.25x of the outstanding value of the Debentures at the time of initial security creation. Thereafter it has to be atleast 1.15x of the outstanding value of Debentures.

Outstanding as on date: Rs. 100,00,00,000 (Indian Rupees One Hundred Crores only) in aggregate, redeemable on following dates -

1. Series I: 500 NCDs of Rs. 10,00,000 each redeemable on 29-Nov-2022, total amount – Rs. 50,00,00,000

2. Series II: 500 NCDs of Rs.10,00,000 each redeemable on 29-May-2023, total amount – Rs. 50,00,00,000

D. List of Top 10 Debenture Holders (as on date) The Debentures have been subscribed by only two subscribers as under: Sl No

Name of the Debenture holders No of Debentures Subscribed

No of Debentures

Redeemed till date

Balance No of Debentures held as

on date

1. HDFC Trustee Company Limited

4000 600 3400

2 UTI Credit Risk Fund

2000 300 1700

3. Union Bank of India 1000 - 1000

E. The amount of corporate guarantee issued by the Company as on March 31, 2020 along with name of

the counterparty (like name of the subsidiary, JV entity, Group Company, etc.) on behalf of whom it has been issued. (if any)

Name of the Company/group concern Amount (in Rs. cr.)

DBL Ashoknagar Vidisha Tollways Ltd. 20.00

DBL Tikamgarh Nowgaon Tollways Limited 17.00

DBL Betul Sarni Tollways Limited 60.92

DBL Hata Dargawaon Tollways Limited 22.87

DBL Patan Rehli Tollways Limited 45.39

DBL Mundargi Harapanahalli Tollways Limited 5.84


Jalpa Devi Tollways Limited 64.33

DBL Mahagaon Yavatmal Highways Pvt Ltd 61.67

DBL Chandikhole Bhadrak Highways Pvt. Ltd. 103.89

DBL Borgaon Watambare Highways Pvt. Ltd. 87.84

DBL Mangloor Highways Pvt. Ltd. 73.16

DBL Sangli-Borgaon Highways Pvt. Ltd. 113.81

DBL Sangli-Borgaon Highways Pvt. Ltd. 67.17

DBL Banglaore Nidagatta Highways Pvt. Ltd. 104.32 TOTAL 848.20

F. Details of Commercial Paper:

Nil

G. Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on Mar 31, 2020: Nil

H. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the company, in the past 5 years: Nil

I. Details of any outstanding borrowings taken / debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option: Nil

J. Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company: The company has adopted IndAS accounting standards with effect from FY17.

5.14 Details of Promoters of the Company:

A. Details of Promoter Holding in Company as on latest quarter end, i.e. Mar 31, 2020:

S No:

Name of the Shareholders

Total Number of

shares

No. of shares held in Demat

form

Total shareholdin

g as % of total no equity shares

No. of shares pledged

% of shares

pledged with

respect to shares owned

1 Dilip Suryavanshi 5,51,07,987 5,51,07,987 40.29 1,84,53,156 33.48%

2 Seema Suryavanshi 1,19,04,200 1,19,04,200 8.70 - -

3 Devendra Jain 3,55,59,072 3,55,59,072 26.00 1,09,18,191 30.70%

4 Others 109 109 0.00 - -


5.15 Abridged version of the Audited Consolidated and Standalone Financial Information (like Profit and Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any. Annexed at Annexure III (Audited Financial Statements). There have been no auditor qualifications set out in the said audited information.

5.16 Abridged version of Latest Limited Review Quarterly Consolidated and Standalone Financial

Information and auditors qualifications, if any. Annexed at Annexure III (Audited Financial Statements). There have been no auditor qualifications set out in the said limited review information.

5.17 Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Company/promoters, tax litigations resulting in material liabilities, corporate restructuring event, etc.) at the time of Issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities. The Company hereby declares that there has been no material event, development or change at the time of issue from the position as on the date of the last audited financial statements of the Company, which may affect the issue or the investor’s decision to invest/continue to invest in the debt securities of the Company.

5.18 Names of the Debentures Trustees and Consents thereof The debenture trustee of the proposed Debentures is PNB Investment Services Limited. PNB Investment Services Limited has given its written consent for its appointment as debenture trustee to the Issue and inclusion of its name in the form and context in which it appears in this Disclosure Document. The consent letter from the Debenture Trustee is provided in Annexure I (Consent Letter from the Debenture Trustee) of this Disclosure Document.

5.19 Rating and Rating Rationale

The Rating Rationale and the Rating letter issued by the Rating agency is provided in Annexure IV (Rating Letter and Rationale).

5.20 If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document. No

5.21 Kind of Security Offered This is a private placement of senior secured redeemable rated listed Non-Convertible Debentures aggregating up to Rs.200,00,00,000 (Indian Rupees Two Hundred Crores only), which shall be secured by a first exclusive charge on the movable fixed assets and/or other fixed assets of the Company to the extent of 1.25 times of outstanding borrowing through NCDs.

5.22 Price at which the security is being offered Each NCD has a face value of Rs.10,00,000 (Indian Rupees Ten Lakh only) and are being issued at par

5.23 Name and address of the valuer who performed valuation of the security offered


The security being in the nature of debentures and being issued at par, are not required to be valued by a valuer.

5.24 Authority for the Placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on August 5, 2019 & May 25, 2020 and the resolutions passed by the Debenture Committee on May 25, 2020 which has approved the issuance of Non-Convertible Debentures upto Rs. 1000,00,00,000 (Indian Rupees One Thousand crores) on private placement basis. Consent of shareholders is also obtained as required under Section 42 read with applicable rules of the Companies Act, 2013, through the Special resolution passed, result of which was declared on Tuesday September 17, 2019 for Private Placement issue of Non-Convertible Debenture up to Rs. 1000,00,00,000 (Indian Rupees One Thousand crores) on private placement basis. The Company can carry on its existing activities and future activities planned by it in view of the existing approvals, and no further approvals from any Government authority are required by the Company to carry on its said activities.

5.25 Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode of payment and repayment For detailed terms of the Debentures, please refer to Annexure IX (Term Sheet) to this Information Memorandum

5.26 Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange BSE

5.27 Other details:

A. DRR Creation: As on the date of the this Information Memorandum, a Debenture Redemption Reserve is not required to be maintained by the Company as per the Companies (Share Capital and Debentures) Rules, 2014.

The Company would create and maintain a ‘Debenture Redemption Reserve’ as per the provisions of the Act and other Applicable Law, and if during the currency of the Debentures, any guidelines are formulated (or modified or revised) by any governmental authority under the Applicable Law in respect of creation of the Debenture Redemption Reserve, the Company will abide by such guidelines and execute all such supplemental letters, agreements and deeds of modifications as may be required by the Debenture Trustee and will also cause the same to be registered, where necessary. The Company will submit to the Debenture Trustee, within 180 (One Hundred and Eighty) days from the end of the Financial Year, a certificate duly certified by a practicing chartered accountant certifying that the provisions of the Act in relation to creation of Debenture Redemption Reserve have been complied with.

B. Issue / instrument specific regulations: The Issue of Debentures shall be in conformity with the applicable provisions of the Companies Act, 2013 and the SEBI Regulations.

5.28 Issue Details


As set out in Annexure IX (Term Sheet) to this Information Memorandum.

5.29 Disclosure Details

The Company has provided the statutory and regulatory disclosures as required under Companies (Prospectus and Allotment of Securities) Rules, 2014 in Form PAS-4. These disclosures are set out in Annexure X (Statutory and Regulatory Disclosures) to this Information Memorandum.

5.30 Wilful Default

5.31 The change in control, if any, in the company that would occur consequent to the private placement

There will be no change in control in the Issuer pursuant to the private placement of the Debentures.

5.32 Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects No

5.33 The details of significant and material orders passed by the Regulators, Courts and Tribunals impacting the going concern status of the company and its future operations As on the date of this Private Placement Offer Letter, there are no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status of the issuer and its future operation

Name of Bank

declaring entity to be wilful defaulter

Year in which

entity is declared as wilful defaulter

Outstanding amount at the

time of declaration

Name of entity

declared as wilful defaulter

Steps taken for

removal from list of

wilful defaulters

Other disclosures

Any other disclosures

NIL NIL NIL NIL NIL NIL NIL


SECTION 6: TRANSACTION DOCUMENTS AND KEY TERMS

6.1 Transaction Documents

The following documents shall be executed in relation to the Issue (“Transaction Documents”):

A. this Information Memorandum;

B. the terms of the Debentures as provided in Annexure IX (Term Sheet);

C. the Debenture Trustee Agreement, which will confirm the appointment of PNB Investment Services Limited as the Debenture Trustee (“Debenture Trustee Agreement”);

D. the Debenture Trust Deed, which will prescribe the terms governing the Debentures (“Debenture Trust Deed”);

E. Deed of Hypothecation, in terms of which the security interest in relation to the Debentures shall be created (“Deed of Hypothecation”); and

F. Such other documents as agreed between the Company and the Debenture Trustee.

6.2 Use of Proceeds As set out in (Utilization of Proceeds) the Annexure IX (Term Sheet) to this Information Memorandum

6.3 Events of Default

As set out in (Event of Defaults) Annexure IX (Term Sheet) to this Information Memorandum.


SECTION 7: OTHER INFORMATION AND APPLICATION PROCESS

The Issuer proposes to Issue the Debentures on the terms set out in this Information Memorandum. The Debentures being offered pursuant to this Information Memorandum are subject to the provisions of the Companies Act and the erstwhile Companies Act, 1956, the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, SEBI Circular dated January 5, 2018 on electronic booking mechanism for issuance of debt securities on private placement basis, the Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum, Application Form, and other terms and conditions as may be incorporated in the Debenture Trust Deed. This section applies to all applicants. Please note that all applicants are required to make payment of the full application amount along with the Application Form.

7.1 Mode of Transfer/Transmission of Debentures

The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other applicable laws. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name appears in the register of debenture holders maintained by the R&T Agent as on the Record Date, under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Company. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in dematerialised form. The seller should give delivery instructions containing details of the buyer’s DP account to his DP.

7.2 Debentures held in Dematerialised Form

The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by cheques, demand drafts, interest/ redemption warrants, pay order, direct credit, ECS, NEFT, RTGS, other online payment mechanism as are permitted by the Reserve Bank of India to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent’s records on the Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action.

The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the R&T Agent to the Company. If permitted, the Company may transfer payments required to be made in any relation by cheques, demand drafts, interest/ redemption warrants, pay order, direct credit, ECS, NEFT, RTGS, other online payment mechanism as are permitted by the Reserve Bank of India.

7.3 Trustee for the Debenture Holder(s)

The Company has appointed PNB Investment Services Limited to act as trustee for the Debenture Holder(s). The Company and the Debenture Trustee intends to enter into the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Company. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s). Any payment made by the Company to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Company pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of principal and yield thereon and they will take necessary action, subject to and in accordance with the Debenture Trust Deed, at the cost of the Company. No Debenture Holder shall be entitled to proceed directly against the Company unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture


Trust Deed shall more specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof.

7.4 Future Borrowings The Company shall be entitled to incur further Financial Indebtedness on such terms and conditions as the Company may think appropriate, subject to the Company maintaining the adequate security cover as agreed.

7.5 Interest on NCDs The Debentures shall carry interest at the rate as specified in the Annexure IX (Term Sheet) to this Information Memorandum (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof for which a certificate will be issued by the Company) accrued to the holders of Debentures (the “Holders” and each, a “Holder”) as of the relevant Record Date. The interest payable on any Interest Payment Date will be paid to the Debenture holder(s) whose names appear in the list of beneficial owners given by the Depository to the Company as on the Record Date. Interest shall be computed on the amount outstanding on an Actual/ Actual day count basis, i.e. actual number of days elapsed divided by the actual number of days in the year. If any interest payment date falls on a day which is not a Business Day, then payment of interest will be made on the next day that is a Business Day without interest for such additional days. It is clarified that Interest/redemption with respect to debentures, interest/redemption payments shall be made only on the days when the money market is functioning in Mumbai, as per SEBI Circular No. CIR/IMD/DF-1/122/2016 dated 11 Nov 2016. In case the Deemed Date of Allotment is revised (pre-poned/ postponed) then the above interest payment date may also be revised pre-poned/ postponed) accordingly by the Company at its sole and absolute discretion.

7.6 Sharing of Information

The Company may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Company, with its subsidiaries and Affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company nor its subsidiaries and Affiliates nor their agents shall be liable for use of the aforesaid information.

7.7 Debenture Holder not a Shareholder

The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Act. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Company.

7.8 Modification of Debentures

The Debenture Trustee and the Company will agree to make any modifications in the Disclosure Document which in their opinion is of a formal, minor or technical nature or is to correct a manifest error.

Any other change or modification to the terms of the Debentures shall require approval by the Majority Debenture Holders or any limit as specified under Companies Act or any other provision of law. .


7.9 Right to accept or reject Applications

The Board of Directors/Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application for subscription to the Debentures, in part or in full, without assigning any reason thereof.

7.10 Notices: Any notice, demand, communication or other request (individually, a "Notice") to be given or made shall be in writing. Such Notice shall be delivered by hand, registered mail/speed post (postage prepaid) or recognized overnight courier services to the party to which it is addressed at such party's address specified in this regard or at such other address as such party shall from time to time have designated by 5 (Five) days' prior written Notice. All information exchanged/ to be exchanged between the Parties may be exchanged in the manner mentioned herein below: (a) Debenture Trustee to the Company: The Debenture Trustee may send Notices to the Company and

the Promoter by any of the modes specified above. (b) Company to the Debenture Trustee: The Company may send Notices to the Debenture Trustee by

any of the modes specified above. (c) Debenture Holders to the Trustee: Written communication by means of email(s) received from the

Majority Debenture Holders.

If a receipt of notice or other communication occurs before 10:00 am on a Business Day, the notice shall be deemed to have been received on that day and, if the receipt occurs after 10:00 am on a Business Day the notice shall be deemed to have been received on the next Business Day. In the event that a party refuses delivery or acceptance of a notice, request or other communication, it shall be deemed that the notice was given upon proof of the refused delivery, provided the same was sent in the specified manner. The address for serving notices can be changed by any party by properly serving notices on the other parties informing them of the changes of address. Any notice given under or in connection with the Transaction Documents must be in English.

7.11 Issue Procedure

Only Eligible Investors as given hereunder to whom this Disclosure Document is addressed, may apply for the Debentures by completing the Application Form in the prescribed format in block letters in English as per the instructions contained therein. The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form. No application can be made for a fraction of a Debenture. Application forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must be duly completed by the applicant. This is required for the applicant’s own safety and these details will be printed on the refund orders and /or redemptions warrants.

Successful Investors should ensure to do the funds pay-in from their same bank account which is updated by them in the BSE Bond - EBP Platform while placing the bids. In case of mismatch in the bank account details between BSE Bond – EBP Platform and the bank account from which payment is done by the successful investor, the payment would be returned back. Payment should be made by the deadline specified by the BSE. Successful bidders should do the funds pay-in to the bank accounts of the clearing corporation of the BSE (“Designated Bank Account”).

7.12 Application Procedure

All eligible Investors should refer the operating guidelines for issuance of debt securities on private placement basis through an electronic book mechanism as available on the website of BSE. Investors will also have to complete the mandatory know your customer verification process. Investors should refer to the BSE EBP Guidelines in this respect.


The Issue details shall be entered on the BSE Bond - EPB Platform by the Issuer at least 2 (two) Business Days prior to the Issue opening date, in accordance with the Operational Guidelines. The Issue will be open for bidding for the duration of the bidding window that would be communicated through the Issuer’s bidding announcement on the BSE Bond EPB - Platform, at least 1 (one) Business Day before the start of the Issue opening date. Some of the key guidelines in terms of the current Operational Guidelines on issuance of securities on private placement basis through an EBP mechanism, are as follows: (i) Modification of Bid

Investors may note that modification of bid is allowed during the bidding period / window. However, in the last 10 (ten) minutes of the bidding period / window, revision of bid is only allowed for improvement of Interest or yield and upward revision of the bid amount placed by the Investor.

(ii) Cancellation of Bid Investors may note that cancellation of bid is allowed during the bidding period / window. However, in the last 10 (ten) minutes of the bidding period or window, no cancellation of bids is permitted.

(iii) Multiple Bids Investors may note that multiple bids are permitted.

(iv) Offer or Issue of executed Private Placement Offer Letter to successful eligible Investors The signed copy of the Private Placement Offer Letter along with the Application Form will be issued to the successful eligible Investors, who are be required to complete and submit the Application Form to the Issuer in order to accept the offer of the Debentures.

However, Investors should refer to the Operational Guidelines as prevailing on the date of the bid.

7.13 Fictitious Application All fictitious applications will be rejected. 7.14 Basis of Allotment

Allocation shall be made as approved by the Issuer in accordance with applicable SEBI regulations, Operational Guidelines, and applicable laws. Post completion of bidding process, the Issuer will upload the provisional allocation on the BSE Bond EPB - Platform. Post receipt of details of the successful Eligible Investors, the Issuer will upload the final allocation file on the BSE Bond EPB - Platform. Notwithstanding anything stated elsewhere, Company reserves the right to accept or reject any application, in part or in full, without assigning any reason. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Company by the Issue Closing Date.

7.15 Payment Instructions

Original Application Forms complete in all respects must be submitted to the corporate office of Issuer before the last date indicated in the Issue time table or such extended time as decided by the Issuer accompanied by details of remittance of the Application money. The Application Form will constitute the acceptance required under Section 42 of the Companies Act and the PAS Rules. Successful Investors should ensure to do the funds pay-in from their same bank account which is updated by them in the BSE Bond - EBP Platform while placing the bids. In case of mismatch in the bank account details between BSE Bond – EBP Platform and the bank account from which payment is done by the successful investor, the payment would be returned back.


Payment should be made by the deadline specified by the BSE. Successful bidders should do the funds pay-in to the Designated Bank Account. Upon final allocation by the Issuer, and confirmation by the Issuer to go ahead with the allotment of the Debentures, the Issuer or the Registrar on behalf of the Issuer shall instruct the Depositories on the pay-in date, and the Depositories shall accordingly credit the allocated Debentures to the demat account of the successful Investor(s). Upon instructions of the Registrar or the Issuer, the Depositories shall confirm to the clearing corporation of the BSE that the Debentures have been transferred to the demat account(s) of the successful Investor(s). Upon confirmation from the Depository, the clearing corporation of the BSE shall transfer funds to the bank account of the Issuer. Successful bidders must do the funds pay-in to the Designated Bank Account up to 10:30 am on the pay-in date (“Pay-in Time”). Successful bidders should ensure to do the funds pay-in from their same bank account which is updated by them in the BSE Bond - EBP Platform while placing the bids. In case of mismatch in the bank account details between BSE Bond – EBP Platform and the bank account from which payment is done by the successful bidder, the payment would be returned back. Provided that, in case of bids made by the Arranger on behalf of eligible Investors, funds pay-in shall be made from the bank account of such eligible Investors. Cheque(s), demand draft(s), money orders, postal orders will not be accepted. The Issuer assumes no responsibility for any applications lost in mail. Note: In case of failure of any successful Investor to complete the funds pay-in by the Pay-in Time or the funds are not received in the Designated Bank Account of the clearing corporation of the relevant Exchanges by the Pay-in Time for any reason whatsoever, the bid will liable to be rejected and the Issuer and/or the Arranger shall not be liable to the successful Investor.

7.16 Eligible Investors

The following Persons/ entities to whom this Disclosure Document is being issued (including funds managed/ administered by the said person), are eligible to apply for this private placement of Debentures subject to fulfilling their respective investment norms/ rules and compliance with laws applicable to them by submitting all the relevant documents along with the Application Form (“Eligible Investors”): 1. Companies incorporated in India; 2. Scheduled Commercial Banks; 3. Public Financial Institutions specified in Section 2(72) of the Companies Act 2013; 4. Non-Banking Financial companies incorporated in India; 5. Insurance Companies incorporated in India; 6. Financial Companies incorporated in India in the form of companies; 7. Mutual Funds; 8. Pension Funds; 9. Any other entity authorised by Applicable Law to invest in these Debentures. All Eligible Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue of Debentures.

Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them.

7.17 Procedure for Applying for Dematerialised Facility

1. The applicant must have at least one beneficiary account with any of the DP’s of NSDL/CDSL prior

to making the application.


2. The applicant must necessarily fill in the details (including the beneficiary account number and DP - ID) appearing in the Application Form under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form”.

3. Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary account(s)

with the DP.

4. For subscribing to the Debentures, names in the Application Form should be identical to those appearing in the details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details maintained with the DP.

5. Non-transferable allotment advice/refund orders will be directly sent to the applicant by the R&T Agent to the Issue.

6. If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Company.

7. For allotment of Debentures, the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis-a-vis those with his/her DP. In case the information is incorrect or insufficient, the Company would not be liable for the losses, if any.

8. The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the list of Beneficial Owners maintained by the R&T Agent as on the Record Date. In case of those Debentures for which the Beneficial Owner is not identified in the records of the R&T Agent as on the Record Date, the Company would keep in abeyance the payment of the redemption amount or other benefits, until such time that the Beneficial Owner is identified by the R&T Agent and conveyed to the Company, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.

7.18 Depository Arrangements

The Company shall make necessary arrangement with CDSL and NSDL for issue and holding of Debenture in dematerialised form.

7.19 List of Beneficiaries

The Company shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This shall be the list, which will be used for payment of interest or repayment of redemption monies and all other amounts in relation to the Debentures.

7.20 Application under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories of the Investor and the tax exemption certificate/document of the Investor, if any, must be lodged along with the submission of the completed Application Form. Further modifications/additions in the power of attorney or authority should be notified to the Company or to its agents or to such other person(s) at such other address(es) as may be specified by the Company from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Company reserves the full, unqualified and absolute right to accept or reject any application


in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed Application Form.

7.21 Documents to be provided by Investors

In order to be able to bid under the BSE Bond - EPB Platform, eligible Investors must have provided the requisite documents (including but not limited to know your customer) in accordance with the Operational Guidelines or applicable law or as requested by the Issuer.

Investors need to submit the following documents, as applicable:

1. Memorandum and Articles of Association or other constitutional documents 2. Resolution authorising investment 3. Certified true copy of Power of Attorney to custodian 4. Specimen signatures of the authorised signatories duly certified by an appropriate authority 5. Copy of PAN card 6. SEBI registration certificate (for mutual funds) 7. Application Form (including RTGS/ NEFT details)

7.22 Succession

In the event of winding-up of the holder of the Debenture(s), the Company will recognize the executor or administrator of the concerned Debenture Holder(s), or the other legal representative as having title to the Debenture(s). The Company shall not be bound to recognize such executor or administrator or other legal representative as having title to the Debenture(s), unless such executor or administrator obtains probate or letter of administration or other legal representation, as the case may be, from a court in India having jurisdiction over the matter.

The Company may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity.

7.23 Mode of Payment All payments must be made through NEFT/RTGS as set out in the Application Form. 7.24 Effect of Holidays

If the interest payment date falls on a holiday, the payment of interest up to original scheduled date, will be made on the following working day, however the dates of the future Interest payments would be in accordance with the schedule originally stipulated at the time of issuing the security. If the Redemption Date (also being the last Interest Payment Date) of the Debentures falls on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along with interest accrued on the Debentures until but excluding the date of such payment. It is clarified that Interest/redemption with respect to the Debentures shall be made only on the days when the money market is functioning in Mumbai. If the Record Date falls on a day which is not a Business Day, the immediately succeeding Business Day will be considered as the Record Date.

7.25 Tax Deduction at Source


Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be lodged by the debenture holders at the office of the R&T Agent of the Company at least 15 (Fifteen) days before the relevant payment becoming due. Tax exemption certificate / declaration of non-deduction of tax at source on interest on application money, should be submitted along with the application form.

If any payments under this issuance is subject to any tax deduction other than such amounts as are required as per current regulations and laws existing as on the date of the Debentures, including if the Company shall be required legally to make any payment for Tax from the sums payable in relation to the Debenture (“Tax Deduction”), the Company shall make such Tax Deduction, and shall simultaneously pay to the Debenture Holders such additional amounts as may be necessary in order that the net amounts received by the Debenture Holders after the Tax Deduction shall equal the respective amounts which would have been receivable by the Debenture Holders in the absence of such Tax Deduction.

7.26 Letters of Allotment

The letter of allotment, indicating allotment of the Debentures, will be issued in physical form on the Deemed Date of Allotment itself. The aforesaid letter of allotment shall be replaced with credit of the letter of allotment, in dematerialised form, within 3 (Three) Business Days from the Deemed Date of Allotment. The final credit of the Debentures in dematerialised form shall be made within 10 (ten) Business Days from the Deemed Date of Allotment.

7.27 Deemed Date of Allotment

All the benefits under the Debentures, will accrue to the Investor from the specified Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is June 29, 2020 by which date the Investors would be intimated of allotment.

7.28 Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (Seven) days from the Deemed Date of Allotment of the Debentures.

In case the Company has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the Registrar shall upon receiving instructions in relation to the same from the Company repay the moneys to the extent of such excess, if any.

7.29 PAN:

Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected.

7.30 Payment on Redemption

Payment on redemption will be made by way of cheques, demand drafts, interest/ redemption warrants, pay order, direct credit, ECS, NEFT, RTGS and/or other online payment mechanism as are permitted by the Reserve Bank of India in the name of the Debenture Holder(s) whose names appear on the list of Beneficial Owners given by the Depository to the Company as on the Record Date.

The Debentures shall be taken as discharged on payment of the redemption amount and any default interest by the Company on the Principal Repayment Date to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record Date. On such payment being made, the Company will


inform NSDL/CDSL and accordingly the account of the Debenture Holder(s) with NSDL/CDSL will be adjusted.

On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished.


SECTION 8: DECLARATION

The Company and each of the directors of the Company hereby confirm and declare that:

a. the Company has complied with the provisions of the Companies Act and the rules made thereunder; b. the compliance with the Companies Act and the rules does not imply that payment of dividend or interest

or repayment of Debentures, if applicable, is guaranteed by the Central Government;

c. the monies received under the Issue shall be used only for the purposes and objects indicated in the Disclosure Document (offer letter);

I am authorized by the Company vide resolution passed by the Debenture Committee dated May 25, 2020 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this Disclosure Document and matters incidental thereto have been complied with. Whatever is stated in this Disclosure Document and in the attachments thereto is true, correct and complete and no information material to the subject matter of Disclosure Document has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form.

It is further declared that all the relevant provisions in the regulations/guideline issued by SEBI and other applicable laws have been complied with and no statement made in this Disclosure Document is contrary to the provisions of the regulations/guidelines issued by SEBI and other applicable laws, as the case may be. The information contained in this Disclosure Document is as applicable to privately placed debt securities and subject to information available with the Company. The extent of disclosures made in the Disclosure Document is consistent with disclosures permitted by regulatory authorities to the issue of securities made by the companies in the past.

For Dilip Buildcon Limited Authorised Signatory Name: Title: Date: Place:


ANNEXURE I: CONSENT LETTER FROM THE DEBENTURE TRUSTEE


ANNEXURE II: APPLICATION FORM

Dilip Buildcon Limited (A limited company registered under the Companies Act, 2013)

(Date of Incorporation: June 12, 2006) CIN: L45201MP2006PLC018689

Registered Office: Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462 016, Madhya Pradesh, India; Website: www.dilipbuildcon.co.in; Telephone: +91 755 4029999; Fax: +91 755 4029998;

Contact Person: Abhishek Shrivastava; Email:[email protected]

DEBENTURE SERIES [●] APPLICATION FORM SERIAL NO.

ISSUE OF UPTO [●] ([●]) SENIOR, SECURED, RATED, LISTED, REDEEMABLE, NON-CONVERTIBLE DEBENTURE OF A FACE VALUE OF RS. 10,00,000/- (INDIAN RUPEES TEN LAKHS

ONLY) EACH, AGGREGATING UPTO RS. 200,00,00,000/- (INDIAN RUPEES TWO HUNDRED CRORES ONLY) COMPRISING OF NON CONVERTIBLE DEBENTURES (“NCDS”)

Date of Application: __________ The details of the application are as follows:

DEBENTURE SERIES [●] APPLIED FOR: Number of Debentures _____ in words _______ Amount Rs. ______ /- in words Rupees ______Crore only DETAILS OF PAYMENT: Cheque / Demand Draft / RTGS No. _____________ Drawn on_____________________________________________ Funds transferred to Dilip Buildcon Limited Dated ____________ Total Amount Enclosed (In Figures) Rs.______/-_ (In words) ________ only APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS

ADDRESS

STREET


CITY

PIN PHONE FAX

APPLICANT’S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____ WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________ We have read and understood the Terms and Conditions of the issue of Debentures including the Risk Factors described in the Disclosure Document and have considered these in making our decision to apply. We bind ourselves to these Terms and Conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Debenture Holders.

Name of the Authorised Signatory(ies)

Designation Signature

Applicants Signature We the undersigned are agreeable to holding the Debentures of the Company in dematerialised form. Details of my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL ( ) CDSL ( ) DEPOSITORY PARTICIPANT NAME DP-ID BENEFICIARY ACCOUNT NUMBER NAME OF THE APPLICANT(S)

Applicant Bank Account : (Settlement by way of Cheque / Demand Draft / Pay Order / Direct Credit / ECS / NEFT/RTGS/other permitted mechanisms)

FOR OFFICE USE ONLY DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________ (Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in the Disclosure Document is provided by the Company and the same has not been verified by any legal advisors to the Company, the Arrangers and other intermediaries and their agents and advisors associated with this Issue. We confirm that we have for the purpose of investing in these Debentures carried out our own due diligence and made our own decisions with respect to investment in these Debentures and have not relied on any representations made by anyone other than the Company, if any.


We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned above would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the sequence of names as mentioned in the Application Form matches the sequence of name held with our Depository Participant, iii) if the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary Account details with the above mentioned Depository Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Company shall be entitled at its sole discretion to reject the application or issue the Debentures in physical form. We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us including as to the returns on and/or the sale value of the Debentures and shall not look directly or indirectly to the Arrangers (or to any person acting on its or their behalf) to indemnify or otherwise hold us harmless in respect of any such loss and/or damage. We undertake that upon sale or transfer to subsequent investor or transferee (“Transferee”), we shall convey all the terms and conditions contained herein and in this Disclosure Document to such Transferee. In the event of any Transferee (including any intermediate or final holder of the Debentures) suing the Company (or any person acting on its or their behalf) we shall indemnify the Company (and all such persons acting on its or their behalf) and also hold the Company and each of such person harmless in respect of any claim by any Transferee.

Applicants Signature

FOR OFFICE USE ONLY

DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________ (Note: Cheque and Drafts are subject to realisation)

------------------------------------------------- (TEAR HERE) --------------------------------------------

ACKNOWLEDGMENT SLIP (To be filled in by Applicant) SERIAL NO. - - - - - - - -

Received from _______________________________________________

Address________________________________________________________________ ______________________________________________________________________ Cheque/Draft/UTR # ______________ Drawn on _______________________________ for Rs. _____________ on account of application of _____________________ Debentures

1. Application must be completed in full BLOCK LETTER IN ENGLISH except in case of signature.

Applications which are not complete in every respect are liable to be rejected.

2. Payment should be made by the deadline specified by the BSE. Successful bidders should do the funds pay-

in to the bank account of the BSE (“Designated Bank Account”):

Successful bidders must do the funds pay-in, in totality, to the Designated Bank Account up to 10:30 am on

the Pay-In Date (“Pay-in Time”). Successful bidders should ensure to do the funds pay-in from their same

bank account which is updated by them in the BSE Bond– EBP Platform while placing the bids. In case of

mismatch in the bank account details between BSE Bond – EBP Platform and the bank account from which

payment is done by the successful bidder, the payment would be returned back. Provided that, in case of bids


made by the Arranger on behalf of Eligible Investors, funds pay-in shall be made from the bank account of

such Eligible Investor.

Note: In case of failure of any successful bidder to complete the funds pay-in by the Pay-in Time or the funds

are not received in the BSE Clearing Limited’s Designated Bank Account by the Pay-in Time for any reason

whatsoever, the bid will liable to be rejected and the Issuer and/or the Arranger shall not be liable to the

successful bidder. Funds pay-out on would be made by BSE Clearing Limited to the bank account of the

Issuer.

3. Cheque or bank draft should be drawn on a scheduled bank payable at Mumbai.

4. The Application Form along with relevant documents should be forwarded to the Registered Office of Dilip

Buildcon Limited (the “Issuer”) to the attention of [Mr. Abhishek Shrivastava], on the same day the

application money is deposited in the Bank. A copy of PAN Card must accompany the application.

5. In the event of debentures offered being oversubscribed, the same will be allotted in such manner and

proportion as may be decided by the Issuer.

6. The debentures shall be issued in Demat form only and subscribers may carefully fill in the details of Client

ID/ DP ID.


ANNEXURE III: AUDITED FINANCIAL STATMENTS Standalone financials

Standalone Balance Sheet

(Rs. In Cr.)

Particulars Note 31 March 2020 31 March 2019 31 March 2018 Assets

Non-current assets

Property, plant and equipment

2 2,001.05 2,048.16 1,829.00

Capital Work in Progress 4.30 Other Intangible assets 2 26.50 34.07 2.92 Financial assets

Investments 3 1,144.44 523.76 241.51 Other financial assets 5 350.01 291.67 298.19 Deferred tax assets (net) 16 19.61

Other non-current asset 9 561.21 757.45 545.00

Total non-current assets 4,107.13 3,655.11 2,916.61

Current assets

Inventories 6 2,630.86 2,503.76 2,026.23 Financial assets -

Trade receivables 7 1,239.74 1,409.26 1,384.43 Cash and cash equivalents 8 321.92 188.80 161.30 Loans 4 587.97 777.79 559.91 Other financial assets 5 545.06 446.74 232.73

Current tax asset (net) 142.87 17.25 21.09 Other current assets 9 1,446.47 1,632.16 1,122.62

Total current assets 6,914.89 6,975.76 5,508.30

Non current Assets held-for-sale

155.14 275.78 296.11

Total Assets 11,177.16 10,906.65 8,721.02

Equity and Liabilities

Equity

Equity share capital 10(a) 136.77 136.77 136.77 Other equity 10(b) 3,469.22 3,067.65 2,320.29

Total Equity 3,605.99 3,204.42 2,457.06

Liabilities

Non-current liabilities

Financial liabilities

Borrowings 11 772.72 1,145.97 1,042.69

Provisions 14 95.67 84.88 63.21


Deferred tax liabilities(net) 16 - 17.12 106.71 Other non-current liabilities 15 969.66 880.22 398.66 - - Total non-current liabilities 1,838.05 2,128.19 1,611.26

Current liabilities

Financial liabilities

Borrowings 11 1,962.21 2,055.25 1,727.95 Trade payable 12 (a) total outstanding dues

of micro enterprises and small enterprises;

44.08 35.12 1.34

(b) total outstanding dues of creditors other than micro enterprises and small enterprises;

1,594.80

1,688.96 1,506.44

Other financial liabilities 13 728.10 567.41 322.49 Other current liabilities 15 1,233.07 939.35 810.02 Provisions 14 15.71 12.18 9.96 Current tax liability

Total Current Liabilities 5,577.97 5,298.26 4,378.20

Liabilities in repsect of non current assets classified as held for sale

155.14 275.78 274.50

Total Liabilities 7,571.17 7,702.23 6,263.96

Total Equity and Liabilities 11,177.16 10,906.65 8,721.02


Statement of Profit and Loss

Standalone Statement of Profit and Loss

(Rs. In Cr.)

Particulars Notes

Year ended 31 March, 2020



I Revenue from operations 17 8,983.82 9,118.22 7,745.88 II Other income (net) 18 31.29 46.39 15.52 III Total Income (I + II)

9,015.11 9,164.61 7,761.40

IV Expenses

Cost of construction 19 6,895.61 7,165.91 5,892.60 Purchases of Stock-in-Trade

-

Changes in inventories 20 117.55 -31.90 115.36 Employee benefits expense 21 195.78 177.36 152.40 Finance costs 22 612.68 529.88 464.44 Depreciation and amortization

expense

424.12 320.19 274.96

Other expenses 23 202.85 202.48 182.72 Total expenses (IV)

8,448.60 8,363.91 7,082.47

V Profit before exceptional items and tax (III - IV)

566.51 800.70 678.93

VI Exceptional items

8.93 4.27 -15.21 VII Profit before tax (V + VI)

575.44 804.97 663.72

VIII Tax expense:

(1) Current tax

181.33 129.90 12.77 (2) Deferred tax 16 -33.02 -89.88 30.65 (3) Income tax for earlier years 2.15

IX Profit for the year from continuing operations (VII - VIII)

424.98 764.94 620.30

X Profit/(loss) for the year

424.98 764.94 620.30 XI Other comprehensive income

(i) Items that will not be reclassified to profit or loss

24 2.67 -0.81 0.50

(ii) Income tax relating to items that will not be reclassified to profit or loss

-0.93 -0.28 -0.17

XII Total Comprehensive Income for the year (IX + X)

426.71 763.85 620.63

XIII Earnings per equity share (for continuing operations)

(1) Basic 27 0.31 0.56 0.45 (2) Diluted

0.31 0.56 0.45


Cash Flow Statement

Standalone Cash Flow Statement (Rs. Cr )

Particulars For the

year ended 31.03.2020

For the year ended 31.03.2019

For the year ended 31.03.2018

A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit before Tax as per Statement of Profit and Loss 575.44 804.97 663.72

Adjustments for: - - - Depreciation 424.12 320.19 274.96

Interest income -30.91 -21.58 -12.47 Finance Income due to Unwinding of security deposit -0.38 -0.43 -0.24

(Profit)/Loss on Sale of Fixed Assets 1.10 -0.11 -0.17

Interest Expense 612.68 529.88 464.44

Provision for Doubtful Debts 35.00 110.00 42.00

Remeasurements gains /( losses) on post-employment benefits 2.67 -0.81 0.50

Exceptional items - Loss on Sale of Subsidiary companies -8.93 -4.27 -39.08 Creditors w/back - -13.11

Operating Profit Before Working Capital changes

1,610.79

1,737.84 1,380.55

- - Working Capital Changes: - - (Increase)/Decrease in Current and Non- Current Assets 308.41 -1,716.91 -2,270.24

Increase/(Decrease) in Current and Non Current Liabilities 114.40 1,073.38 1,455.67

Increase/(Decrease) in Provisions 14.33 23.90 3.67

Cash generated from operations

2,047.93

1,118.21 569.65

Income tax paid

-195.00

-160.36 -150.43

NET CASH GENERATED FROM OPERATING ACTIVITIES (TOTAL A)

1,852.92

957.85 419.22

B. CASH FLOW FROM INVESTMENT ACTIVITIES: Purchase of Fixed Assets -308.59 -571.12 -444.24

Sale of Fixed Assets 2.21 0.74 20.01

Expenditure on Capital work in progress -4.30 - -

Purchase of Investments -700.39 -266.19 -44.18

Sale of Investments 209.28 - -

Interest Received 30.91 21.58 12.47

NET CASH USED IN INVESTING ACTIVITIES (TOTAL B)

-770.88 -814.99 -455.95


C. CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from Share Capital - including premium - - - (Repayment) / Proceeds of / from Long Term Borrowings -373.25 103.28 410.19

Proceeds from Short Term Borrowings -93.03 327.30 154.81 (Repayment) / Proceeds of / from Current Maturities of Long Term Borrowings (net) 146.15

Interest paid -612.68 -529.88 -464.44 Finance Income due to Unwinding of security deposit 0.38 0.43 0.24

Dividend Paid -16.49 -16.49 -16.46

NET CASH USED IN FINANCING ACTIVITIES: (TOTAL C) -948.92 -115.36 84.33

- - Net Increase/(Decrease) of Cash & Cash Equivalents ( A+B+C) 133.12 27.50 47.60

- - - Add: Cash & Cash Equivalents at the beginning of the year 188.80 1,612.98 1,136.97

- -

Cash & Cash Equivalents at the end of the year

321.92

1,640.48 1,184.57


Consolidated financial statements

Balance Sheet

Consolidated Balance Sheet (Rs. in Cr.) Particulars 31 March 2020 31 March 2019 31 March 2018 ASSETS (1) Non-current assets

(a) Property, plant and equipment 2,021.50 2,061.39 1,842.41 (b) Capital work in progress 2,839.53 2,735.83 848.28

(c) Other Intangible assets 880.82

969.53 201.75

(d) Googwill 5.88

(e) Intangible assets under development - 774.36 (f) Financial assets - - (i) Investments 8.62 13.48 - (ii) Trade receivables 2,428.01 789.21 812.31 (iii) Others 350.23 291.68 298.19 (g) Deferred tax assets 15.62 - -

(h) Other non-current asset 548.00

763.65 575.80

Total Non-Current Assets 9,098.20 7,624.78 5,353.10 (2) Current assets - -

(a) Inventories 2,645.49 2,504.43 2,026.23 (b) Financial assets - - (i) Investments 0.02 54.10 - (i) Trade receivables 1,157.98 1,161.91 1,154.61 (ii) Cash and cash equivalent 788.59 521.09 294.55 (iii) Loans 196.44 40.01 71.61 (iv) Others 545.06 447.10 232.73 (c) Current Tax Asset (Net) 151.46 32.45 21.10 (d) Other current assets 2,149.59 2,041.19 1,374.32

Total Current Assets 7,634.63 6,802.28 5,175.15

Assets held-for-sale / Assets included in disposal group(s) held-for-sale - 11.70 47.10

TOTAL ASSETS 16,732.83 14,438.76 10,575.36

EQUITY AND LIABILITIES Equity

(a) Equity share capital 136.77 136.77 136.77 (b) Other equity 3,052.18 2,669.20 2,139.34 (c) Non Controlling Interest 114.59 28.82 14.35

Total Equity 3,303.54 2,834.80 2,290.46 Liabilities (1) Non-current liabilities

(a) Financial liabilities - -

(i) Borrowings 5,985.50

4,820.19 2,938.57


(ii) Other financial liabilities 35.42 0.29 0.29 (b) Provisions 137.39 113.68 63.21 (c) Deferred tax liabilities - 25.39 121.90 (d) Other non-current liabilities 810.64 748.42 294.36 Total Non-Current Liabilities 6,968.95 5,707.97 3,418.33

(2) Current liabilities (a) Financial liabilities (i) Borrowings 2,363.11 2,130.13 1,797.85 (ii) Trade payable - -

(a) Total outstanding dues of micro enterprises and small enterprises

44.61 35.12 1.34

(b) Total outstanding dues of creditors other than micro enterprises and small enterprises

1,609.63

1,706.00 1,520.25

(iii) Other financial liabilities 949.95 676.76 364.72 (b) Other current liabilities 1,457.23 1,056.81 896.85 (c) Provisions 15.72 12.18 9.96

(d) Current Tax Liability (Net) 20.10 3.23 1.10 Total Current Liabilities 6,460.34 5,620.22 4,592.07

Liabilities classified as held for sale / Liabilities included in disposal group held-for-sale

- 275.78 274.50

Total Liabilities 13,429.29 11,603.96 8,284.89 TOTAL EQUITY AND LIABILITIES 16,732.83 14,438.76 10,575.36


Statement of Profit and Loss

Consolidated Statement of Profit and Loss (Rs. in Cr.)

Particulars

For the year ended

31st March, 2020

For the year ended

31st March, 2019

For the year ended 31st March, 2018

I Revenue from Operations 9,724.89 9,415.84 7,937.48 II Other income 37.67 47.31 17.21 III Total Income (I + II) 9,762.55 9,463.16 7,954.69 IV Expenses

Cost of construction 7,083.36

7,232.62 5,985.09

Changes in inventories 117.57 -32.58 115.36 Employee benefits expense 199.37 178.77 154.53 Finance costs 1,135.60 871.86 589.71 Depreciation and amortization expense 470.48 362.20 291.96 Other expenses 257.08 272.06 210.61

Total expenses (IV) 9,263.46

8,884.92 7,347.26

V Profit before exceptional items and tax (III - IV)

499.09 578.23 607.43

VI Exceptional items 69.86 -1.58 23.79 VII Profit before tax (V) + (VI) 568.95 576.66 631.22 VIII Tax expenses

(1) Current tax 199.35 129.75 12.77 (2) Deferred tax -37.29 -96.79 48.42 (3) Income tax for earlier years 2.15

IX Profit for the year from continuing operations (VII - VIII)

404.74 543.70 570.03

X Share of Profit / (Loss) of Associates 0.67

3.74 7.62

XI Profit for the year (IX + X) 405.42 547.45 577.64 XII Other Comprehensive Income

A (i) Items that will not be reclassified to profit or loss

2.71 -0.81 0.50

(ii) Income tax relating to items that

will not be reclassified to profit or loss -0.93 -0.28 -0.17

B (i) Items that will be reclassified to profit or loss

- - -

(ii) Income tax relating to items that

will be reclassified to profit or loss - - -

XIII Total Comprehensive Income for the year (XI + XII)

407.20 546.36 577.97

XIV Earnings per equity share (for continuing operations)

(1) Basic 0.30 0.40 0.42

(2) Diluted 0.30 0.40 0.42


Cash Flow Statement

Consolidated Cash Flow Statement (Rs. in Cr)

Particulars

For the year ended

31.03.2020

For the year

ended 31.03.20

19

For the year

ended 31.03.20

18 A. CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before Tax as per Statement of Profit and Loss

568.95 576.66 631.22 Adjustments for:

Depreciation

470.48

362.20

291.96 Interest income -35.53 -19.36 -13.39 (Profit)/Loss on Sale of Fixed Assets -0.62 -0.11 -0.17

Interest Expense

1,135.60

871.86

589.71

Provision for Doubtful Debts

35.00

110.00

42.00

Remeasurements gains /( losses) on post-employment benefits

2.71

-0.81

0.50

Profit on sale of Investment

2.60

1.58

-23.79 Creditors w/back - - -13.11

Operating Profit Before Working Capital changes

2,179.19

1,902.01 1,504.93

Working Capital Changes:

(Increase)/Decrease in Current and Non- Current Assets -2,035.67 -1,556.47

-1,041.29

Increase/(Decrease) in Current and Non Current Liabilities

75.14

1,146.86

949.90

Increase/(Decrease) in Provisions

27.26

52.69 38.99

-Cash generated from operations

245.92

1,545.09

1,452.52

Income tax paid -201.91

-132.04

-153.20

NET CASH GENERATED FROM OPERATING ACTIVITIES (TOTAL A)

44.01

1,413.05 1,299.32

B. CASH FLOW FROM INVESTMENT ACTIVITIES:

Purchase of Fixed Assets -5,086.10 -

5,422.42 -

1,733.25

Sale of Fixed Assets / Adjustment

4,704.11

2,960.16

201.80

Interest Received

35.53

19.36

13.39


Purchase of Investments

68.04

-69.16

-

NET CASH USED IN INVESTING ACTIVITIES (TOTAL B) -278.42 -

2,512.06 -

1,518.07 C. CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from Share Capital - including premium - - -

Proceeds from Long Term Borrowings

1,165.31

1,881.63

666.58

Proceeds from Short Term Borrowings

232.98

332.28

289.85 (Repayment) / Proceeds of / from Current Maturities of Long Term Borrowings (net)

255.71

-

-

Interest paid -1,135.60

-871.86

-589.71

Dividend Paid -

16.49 -16.49 -16.46

NET CASH USED IN FINANCING ACTIVITIES (TOTAL C)

501.90 1,325.56 350.27

Net Increase/(Decrease) of Cash & Cash Equivalents (A+B+C)

267.50

226.54

131.52

- - -

Add: Cash & Cash Equivalents at the beginning of the year

521.09

294.55

163.03

Cash & Cash Equivalents at the end of the year

788.59

521.09 294.55


ANNEXURE IV: RATING LETTER AND RATIONALE


ANNEXURE V: SUMMARY FINANCIAL INFORMATION OF THE COMPANY Financial and Operational Performance of DBL Consolidated

Our Business Segments We divide our business lines into two business segments in accordance with segment reporting under Ind-AS 108, EPC projects, which comprises construction and development of infrastructure projects, and toll operations, which comprises maintenance of road infrastructure and toll operations governed by the concession agreements entered into with our clients. The table below sets forth a breakdown of our total income by segment for the Financial Years 2020, 2019 and 2018, including as a percentage of total segment revenue for the same periods:

Segment Financial Year 2020 Financial Year 2019 Financial Year 2018 Total

Segment Revenue (₹

in Cr)

% of Total Segment Revenue

Total Seg ment

Revenue (₹ in Cr)


Total Segment

Revenue (₹ in Cr)


EPC projects 9,061.07

94.07% 9,164.61 96.80% 7,761.40 97.60%

Road infrastructure maintenance and toll operations

571.27

5.93% 298.55 3.20% 193.29 2.40%

Total segment revenue

9,632.35

100.00% 9,463.15 100.00% 7,954.68 100.00%

The table below sets forth a breakdown of our total expenses by segment for the Financial Years 2020, 2019 and 2018, including as a percentage of total segment revenue for the same periods:

Segment Financial Year 2020 Financial Year 2019 Financial Year 2018 Total

Segment Expenses (₹

in Cr)


Total Segment

Expenses (₹ in Cr)


Total Segment

Expenses (₹ in Cr)


EPC projects 8,448.60 91.20% 8,363.91 88.40% 7,082.47 89.00% Road infrastructure maintenance and toll operations

814.79 8.80% 521.01 5.50% 264.79 3.30%

Total segment expense

9,263.39 100.00% 8,884.92 93.90% 7,347.26 92.40%

In addition, we have further segregated our EPC project related business into the following business lines: roads, irrigation, urban development, mining excavation and others (which comprises miscellaneous income from our projects such as the sale of scrap at our construction sites). The table below sets forth a breakdown of our EPC project revenue by business lines for the Financial Years 2020, 2019 and 2018, including as a percentage of EPC project revenue for the same periods:


Business

Line Financial Year 2020 Financial Year 2019 Financial Year 2018

Total EPC Project

Revenue (₹ in Cr.)

% of Total EPC Project

Revenue

Total EPC Project



Revenue

Total EPC Project



Revenue

Roads 7,783.13 86.33% 8,002.72 87.30% 6,669.49 86.00% Mining excavation

968.16 10.74% 939.64 10.30% 841.14 10.80%

Irrigation 53.83 0.60% 37.558 0.40% 160.96 2.10% Urban development

90.39 1.00% 111.24 1.20% 31.459 0.40%

Others 119.59 1.33% 73.454 0.80% 58.345 0.80% Total EPC project revenue

9,015.11 100.00% 9,164.61 100.00% 7,761.40 100.00%

Description of Income and Expenses Items Income Revenue from operations: Revenue from operations comprises contract revenue, toll revenue and other operating revenue. Contract revenue comprises revenue generated from our EPC activities on the projects that have been awarded to us as well as revenue on account of receipt of bonus as a result of completing certain projects earlier than scheduled. Toll revenue comprises revenue that we generated pursuant to collection of tolls on our road projects in accordance with the terms of the concession agreements that we have entered into with our clients. Other operating revenue comprises proceeds from sale of scrap at our construction sites (which entails sales of unutilized material to local contractors after the completion of our contracts), interest income due to unwinding of annuity amount (which comprises the discounted value of our annuity contracts) and other income (which comprised commissions received from a joint venture entity relating to utilities shifting income). Revenue from operations accounted for 99.61%, 99.5% and 99.8% of our total income for the Financial Years 2020, 2019 and 2018, respectively. The table below sets forth a breakdown of our revenue from operations for the Financial Years 2020, 2019 and 2018, including as a percentage of total revenue for the same periods:

Particulars 2020 2019 2018

Amount

(₹ in Cr.)

% of Total Income

Amount (₹ in Cr.)

% of Total Income

Amount (₹ in Cr.)

% of Total Income

Revenue from operations

Contract revenue 9,061.07 92.81% 9,151.27 96.70% 7,819.63 98.30%

Toll and annuity revenue 120.75 1.24% 95.321 1.00% 16.477 0.20%



Amount

(₹ in Cr.)

% of Total Income

Amount (₹ in Cr.)

% of Total Income

Amount (₹ in Cr.)

% of Total Income

Other operating revenue 0 0

(a) Miscellaneous receipts - sale of scrap

83.34 0.85% 25.282 0.30% 40.082 0.50%

(b) interest income 450.53 4.61% 141.16 1.50% 49.903 0.60%

(c) other 9.19 0.09% 2.805 0.00% 11.388 0.10%

Total 9,724.89 99.61% 9,415.84 99.50% 7,937.48 99.80%

Other income: Other income comprises interest income from our fixed deposits and interest from loans to our associates (former subsidiaries) and other non-operating income which primarily comprises interest on income tax refund, unwinding of security deposit and profit on sale of our assets. Other income accounted for .4%, 0.5% and 0.2% of our total revenue for the Financial Years 2020, 2019 and 2018, respectively. Expenses Cost of construction: Cost of construction is the cost relating to our performance of construction contracts, including cartage and transportation costs, labour charges, power and fuel costs, electrical repairs and maintenance, insurance charges, machinery repairs and maintenance, security maintenance, technical and consultancy charges, labour cess and taxes, lease rent, vehicle and machine related charges, royalty charges, salaries to site staff, site expenses, sub-contractor charges and operations and maintenance charges. Cost of construction accounted for 76.47%, 81.4% and 81.5% of our total expenses for the Financial Years 2020, 2019, and 2018, respectively. The table below sets forth a breakdown of our cost of construction for the Financial Years 2020, 2019 and 2018, including as a percentage of total expenses for the same periods:


Amount (₹

in Cr.)

% of Total Expenses

Amount (₹ in Cr.)

% of Total Expenses

Amount (₹ in Cr.)

% of Total Expenses

Cost of construction:

Inventory: Opening stock

2,335.02 25.21% 1,889.40 21.30% 1,411.66 19.20%



Amount (₹

in Cr.)

% of Total Expenses

Amount (₹ in Cr.)

% of Total Expenses

Amount (₹ in Cr.)

% of Total Expenses

Add: Purchases

2,937.21 31.71% 3,156.52 35.50% 2,564.07 34.90%

Less: Closing stock

2,593.64 28.00% 2,335.02 26.30% 1,889.40 25.70%

2,678.58 28.92% 2,710.91 30.50% 2,086.33 28.40%

Operating expenses:

Cartage and transportation

160.96 1.74% 220.54 2.50% 321.77 4.40%

Labor charges

1,363.57 14.72% 1,612.44 18.10% 1,283.24 17.50%

Power and fuel

1,157.10 12.49% 1,139.11 12.80% 1,036.80 14.10%

Electrical repairs and maintenance

0.91 0.01% 0.701 0.00% 0.781 0.00%

Insurance charges

32.36 0.35% 43.715 0.50% 18.513 0.30%

Machinery repairs and maintenance

49.44 0.53% 46.026 0.50% 35.214 0.50%

Security maintenance

0.16 0.00% 0.148 0.00% 1.883 0.00%

Technical and consultancy charges

147.49 1.59% 94.981 1.10% 136.94 1.90%

Labor cess and taxes

78.68 0.85% 80.243 0.90% 68.478 0.90%

Lease rent 21.37 0.23% 92.3 1.00% 59.538 0.80% Vehicle and machine related charges

61.00 0.66% 37.739 0.40% 56.11 0.80%

Royalty charges

153.93 1.66% 115.07 1.30% 148.34 2.00%

Salary to site staff

742.72 8.02% 695.72 7.80% 543.61 7.40%

Site expenses 272.95 2.95% 140.67 1.60% 110.16 1.50% Sub-contractor charges

135.08 1.46% 183.88 2.10% 77.384 1.10%

Operation and maintenance charges

27.05 0.29% 18.425 0.20% - -

Total 7,083.36 76.47% 7,232.62 81.40% 5,985.09 81.50%

Change in inventories:


Change in inventories comprised expenditure incurred on our projects where we have not achieved the first milestone contained in the concession agreement pursuant to which we are yet to issue our first invoice. Change in inventories was revenue recognized of ₹117.57 Cr of work in progress for the Financial Year 2020 and accounted for 1.27% of our total expenses. Employee benefit expenses: Employee benefit expenses comprises directors’ remuneration; salaries, wages and bonus; contributions to provident fund, ESIC and voluntary benefit fund; and employees’ welfare and other amenities. Employee benefit expenses accounted for 2.15%, 2.0% and 2.1% of our total expenses for the Financial Years 2020, 2019 and 2018, respectively. Finance costs: Finance costs comprises interest on borrowings, interest on other financial liability, other borrowing costs and unwinding of discount and effect of changes in discount rate on provisions. Finance costs accounted for 12.3%, 9.8% and 8.0% of our total expenses for the Financial Years 2020, 2019 and 2018, respectively. Depreciation and amortization expense: Depreciation and amortization comprise (i) depreciation of tangible assets, including our equipment, plants and furniture, office equipment, vehicles; and (ii) amortization of intangible assets, including our software and BOT assets. Depreciation and amortization accounted for 5.1%, 4.1% and 4.0% of our total expenses for Financial Years 2020, 2019 and 2018, respectively. Other expenses: Other expenses primarily comprises advertisement charges, audit fees for statutory audits performed by our auditors, business promotion expenses, conveyancing costs, legal charges, repairs and maintenance performed at our offices, service tax, telephone charges, tender expenses, travelling expenses, value added tax (“VAT”) expenditure, office rent, provision for doubtful debts relating to receivables expected from private clients that have not been paid by the due dates, debts written off relating to claims made under the change in law provisions in the concession agreements on account of implementation of goods and services tax that was disallowed by the concession agreement counterparties, defect liability expense and technical and consultancy charges. Other expenses accounted for 2.8%, 3.1% and 2.9% of our total expenses for Financial Years 2020, 2019 and 2018, respectively. Tax expenses: Tax expenses comprise current tax and deferred tax expenses off-set by minimum alternate tax (“MAT”) credit. Tax expenses accounted for 1.8%, 0.4% and 0.8% of our total expenses for the Financial Years 2020, 2019 and 2018, respectively


ANNEXURE VI: BOARD AND DEBENTURE COMMITTEE RESOLUTIONS COPY


ANNEXURE VII: SHAREHOLDER RESOLUTIONS COPY


ANNEXURE VIII: RELATED PARTY TRANSACTION

The following transactions were undertaken during the reporting period:

1. Expenses

Nature of transaction Year ended 31 March 2020

Subsidiaries

Associat

es

Joint Ventures/Joint Operations/Oth

er Related parties

Key Manageme

nt Personnel

& Relatives of KMP

Grand Total

Receiving of Services/ Reimbursement of Expenses Shri Vinayak Enterprises & Properties - -

3.12 -

3.12

Bhavya Infra & Systems Private Limited

2.15 - - -

2.15

Jalpa Devi Engineering Private Limited

2.20 - - -

2.20

DBL Kalmath Zarap Highways Ltd 0.15 - - - 0.15 DBL Yavatmal Wardha Highways Private Ltd

0.55 - - -

0.55

DBL Tuljapur Ausa Highways Ltd 0.13 - - - 0.13 DBL Wardha Butibori Highways Private Ltd

0.69 - - -

0.69

DBL Mahagaon Yavatmal Highways Private Ltd

0.06 - - -

0.06

Purchase of Materials - - - - - Jalpa Devi Engineering Private Limited

5.95 - - -

5.95

Deevin Seismic System Pvt Ltd 0.66 - - - 0.66

Interest on Mobilisation Advance - - - - - Dilip Buildcon-MBZ JV - - 11.34 - 11.34

Remuneration paid - - - - - Shri Dilip Suryavanshi - - - 16.00 16.00

Smt. Seema Suryavanshi - - - 2.00 2.00

Shri Devendra Jain - - - 18.00 18.00

Shri Aditya Vijay Singh - - - 0.01 0.01

Shri Ashwini Verma - - - 0.04 0.04

Shri Amogh Kumar Gupta - - - 0.02 0.02

Shri Satish Chandra Pandey - - - 0.05 0.05

Shri Vijay Chibber - - - 0.04 0.04

Shri Malay Mukhrjee - - - 0.05 0.05

Smt. Ratna Dharashree Vishwanathan - - - 0.05 0.05 Shri Radhey Shyam Garg (Chief Financial Officer) - - -

0.68 0.68

Shri. Abhishek Shrivastava (Company Secretary) - - -

0.29 0.29

Shri Bharat Singh (President) - - - 0.80 0.80

Shri Rohan Suryavanshi - - - 1.22 1.22

Shri Karan Suryavanshi - - - 0.98 0.98


Post-employment benefits - - - - - Directors (Shri Dilip Suryavanshi, Smt. Seema Suryavanshi and Shri Devendra Jain) - - -

0.02 0.02

Shri Radhey Shyam Garg (Chief Financial Officer) - - -

0.01 0.01

Shri. Abhishek Shrivastava (Company Secretary) - - -

0.01 0.01


Shri Rohan Suryavanshi - - - 0.01 0.01

Shri Karan Suryavanshi - - - 0.01 0.01

Reversal of Income - - - - - DBL Lucknow Sultanpur Highways Ltd

3.34 - - -

3.34

Total 15.89 - 14.46 40.29 70.64


Subsidiaries

Associa

tes

Joint Ventures/Joi

nt Operations/Other Related

parties

Key Managem

ent Personnel

& Relatives of KMP

Grand Total

Receiving of Services / Reimbursement of Expenses Shri Vinayak Enterprises & Properties - - 3.12 - 3.12 Remuneration paid - - - - - Shri Dilip Suryavanshi - - - 16.00 16.00 Smt. Seema Suryavanshi - - - 2.00 2.00 Shri Devendra Jain - - - 18.00 18.00 #Shri Radhey Shyam Garg (Chief Financial Officer) - - - 0.14 0.14 **Shri Raja Ghosh (Interim Chief Financial Officer) - - - 0.26 0.26 *Shri Vaibhav Rawat (Out going Chief Financial Officer) - - - 0.08 0.08 Shri. Abhishek Shrivastava (Company Secretary) - - - 0.28 0.28 Shri Bharat Singh (President) - - - 0.86 0.86 Shri Rohan Suryavanshi - - - 1.22 1.22 Shri Karan Suryavanshi - - - 0.98 0.98 Post-employment benefits - - - - -

Directors (Shri Dilip Suryavanshi, Smt. Seema Suryavanshi and Shri Devendra Jain) - - -

0.02 0.02

#Shri Radhey Shyam Garg (Chief Financial Officer) - - - 0.01 0.01 **Shri Raja Ghosh (Interim Chief Financial Officer) - - - 0.00 0.00 Shri. Abhishek Shrivastava (Company Secretary) - - - 0.01 0.01 Shri Bharat Singh (President) - - - 0.02 0.02


Shri Rohan Suryavanshi - - - 0.04 0.04 Shri Karan Suryavanshi - - - 0.02 0.02 Reversal of Income - - - - - DBL Patan Rehli Tollways Ltd 3.78 - - - 3.78 DBL Hata Dargawon Tollways Lyd 0.65 - - - 0.65 DBL Tikamgarh Nowgaon Tollways Ltd 5.14 - - - 5.14 DBL Nadiad Modasa Tollways Ltd - 7.45 - - 7.45 Suryavanshi Infrastructure Pvt Ltd 0.08 - - - 0.08 Total 9.65 7.45 3.12 39.93 60.15

CFO Mr Vaibhav Rawat Resigned on dated 15.05.2018 Interim CFO Mr Raja Ghosh has been appointed on dated 29.05.2018 and resigned on dated 10.12.2018. New CFO Mr Radhey Shyam Garg has been appointed on dated 10.12.2018


Subsidiarie

s

Joint Ventures/Joint Operations/Oth

er Related parties

Key Manageme

nt Personnel

& Relatives of KMP

Grand Total

Receiving of Services/ Reimbursement of Expenses Shri Vinayak Enterprises & Properties - 3.51 - 3.51

Remuneration paid - - - - Shri Dilip Suryavanshi - - 16.00 16.00

Smt. Seema Suryavanshi - - 2.00 2.00

Shri Devendra Jain - - 18.00 18.00

Shri Vaibhav Rawat (Chief Financial Officer) - - 0.55 0.55 Shri. Abhishek Shrivastava (Company Secretary) - -

0.23 0.23

Shri Bharat Singh (President) - - 0.84 0.84

Shri Rohan Suryavanshi - - 1.22 1.22

Shri Karan Suryavanshi - - 0.98 0.98

Post-employment benefits - - - - Directors (Shri Dilip Suryavanshi, Smt. Seema Suryavanshi and Shri Devendra Jain) - -

0.23 0.23

Shri Vaibhav Rawat (Chief Financial Officer) - - 0.01 0.01 Shri. Abhishek Shrivastava (Company Secretary) - -

0.00 0.00

Shri Bharat Singh (President) - - 0.09 0.09

Shri Rohan Suryavanshi - - 0.01 0.01

Shri Karan Suryavanshi - - 0.02 0.02

Reversal of Bonus - - - - DBL Hata Dargawon Tollways Limited 1.06 - - 1.06

DBL Patan Rehli Tollways Limited 2.89 - - 2.89

Total 3.95 3.51 40.18 47.64


2. INCOME


Subsidiaries

Associa

tes

Joint Ventures/Joi


parties

Key Managem

ent Personnel

& Relatives of KMP

Grand Total

Contract Receipts DBL Chandikhole Bhadrak Highways Private Limited

308.63 - - -

308.63

DBL Anandapuram Anakapalli Highways Private Limited

566.57 - - -

566.57

DBL Rewa Sidhi Highways Private Limited 221.55 - - - 221.55 DBL Byrapura Challakere Highways Private Limited

326.69 - - -

326.69

DBL Kalmath Zarap Highways Ltd 148.38 - - - 148.38 DBL Yavatmal Wardha Highways Private Ltd

12.04 - - -

12.04

DBL Tuljapur Ausa Highways Ltd 94.36 - - - 94.36

DBL Wardha Butibori Highways Private Ltd 39.59 - - - 39.59 DBL Mahagaon Yavatmal Highways Private Ltd

109.60 - - -

109.60

DBL Mangloor Highways Private Limited 310.56 - - - 310.56

DBL Patan Rehli Tollways Limited 0.64 - - - 0.64 DBL Bangalore Nidagatta Highways Private Limited

699.01 - - -

699.01

DBL Nidagatta Mysore Highways Private Limited

287.12 - - -

287.12

DBL Gorhar Khairatunda Highways Private Limited

279.70 - - -

279.70

DBL Sangli Borgaon Highways Private Limited

249.64 - - -

249.64

DBL Borgaon Watambare Highways Private Limited

434.73 - - -

434.73

DBL Mangalwedha Solapur Highways Private Limited

350.96 - - -

350.96

DBL Bellary Byrapura Highways Private Limited

287.20 - - -

287.20

Dilip Buildcon-Varah Infra Ltd (JV) - - 31.13 - 31.13 Dilip Buildcon Limited -Varah Infra Ltd (JV) - -

32.94 -

32.94

Dilip Buildcon-MBZ JV - - 335.16 - 335.16

DBL-DECO JV - - 613.25 - 613.25

DBL SRBG JV - - 16.00 - 16.00

Interest Received on Unsecured Loan - - - - - Jalpa Devi Engineering Private Limited 6.88 - - - 6.88

Bhavya Infra & Systems Private Limited 0.67 - - - 0.67

Deevin Seismic System Pvt Ltd 0.23 - - - 0.23 Miscellaneous Income / Reimbursement of Expenses - - - - -


DBL Chandikhole Bhadrak Highways Private Ltd

1.88 - - -

1.88

Jalpa Devi Engineering Private Limited 5.31 - - - 5.31 DBL Anandapuram Anakapalli Highways Private Limited

4.61 - - -

4.61


0.38 - - -

0.38

DBL Mangloor Highways Private Limited 0.45 - - - 0.45


0.99 - - -

0.99

DBL Wardha Butibori Highways Private Ltd 33.62 - - - 33.62 DBL Bangalore Nidagatta Highways Private Limited

0.57 - - -

0.57


1.78 - - -

1.78

DBL Sangli Borgaon Highways Private Limited

0.38 - - -

0.38


0.88 - - -

0.88


0.56 - - -

0.56


2.03 - - -

2.03

Total 4,788.22 - 1,028.49 - 5,816.71


Subsidiaries

Joint Ventures/Joint Operations/Ot

her Related parties

Key Manageme

nt Personnel

& Relatives of KMP

Grand Total

Contract Receipts DBL Chandikhole Bhadrak Highways Private Limited

151.04 - - 151.04

Jalpa Devi Tollways Limited 14.05 - - 14.05 DBL Anandapuram Anakapalli Highways Private Limited

235.67 - - 235.67

DBL Rewa Sidhi Highways Private Limited 116.45 - - 116.45 DBL Byrapura Challakere Highways Private Limited

107.26 - - 107.26

DBL Kalmathzarap Highways Ltd 421.52 - - 421.52

DBL Yavatmal Wardha Highways Private Ltd 620.98 - - 620.98

DBL Lucknow Sultanpur Highways Ltd 938.44 - - 938.44

DBL Tuljapur Ausa Highways Ltd 358.37 - - 358.37

DBL Wardha Butibori Highways Private Ltd 586.41 - - 586.41

DBL Mahagaon Yavatmal Highways Private Ltd 627.87 - - 627.87

DBL Mangloor Highways Private Limited 58.06 - - 58.06

DBL Betul Sarni Tollways Limited 1.55 - - 1.55

Other Contract Receipts - - - -


Dilip Buildcon Limited & Ranjit Buildcon Limited JV - 1.78 - 1.78

Dilip Buildcon-Varah Infra Ltd (JV) - 230.49 - 230.49

Dilip Buildcon Limited -Varah Infra Ltd (JV) - 71.41 - 71.41

Dilip Buildcon-MBZ JV - 442.26 - 442.26

DBL-DECO JV - 886.68 - 886.68

- - - - Interest Received on Unsecured Loan - - - -

Jalpa Devi Engineering Private Limited 2.81 - - 2.81

Bhavya Infra & Systems Private Limited 0.42 - - 0.42

- - - -

Total 4,240.90 1,632.62 - 5,873.52


Subsidiaries


her Related parties

Key Manageme

nt Personnel

& Relatives of KMP

Grand Total

Contract Receipts DBL Hata Dargawon Tollways Limited 5.35 - - 5.35

DBL Patan Rehli Tollways Limited 7.75 - - 7.75

Jalpa Devi Tollways Limited 430.09 - - 430.09

DBL Hassan Periyapatna Tollways Ltd 171.70 - - 171.70

DBL Hirekerur Ranibennur Tollways Ltd 146.99 - - 146.99

DBL Mundargi Harapanahalli Tollways Ltd 90.08 - - 90.08







Other Contract Receipts - - - - Dilip Buildcon Limited & Ranjit Buildcon Limited JV - 2.74 - 2.74


Dilip Buildcon-MBZ JV - 232.59 - 232.59

DBL-DECO JV - 794.11 - 794.11

Bonus received - - - - DBL Hirekerur Ranibennur Tollways Ltd 19.62 - - 19.62

DBL Hassan Periyapatna Tollways Ltd 26.28 - - 26.28


Total 2,268.19 1,409.00 - 3,677.19


3. BALANCES RECEIVABLE FROM RELATED PARTIES


Subsidiaries

Associat

es

Joint Ventures/Joi


parties

Key Managem

ent Personnel

& Relatives of KMP

Grand Total

Investment in Shares – Equity DBL Nadiad Modasa Tollways Limited - 7.45 - - 7.45

DBL Betul Sarni Tollways Limited 80.59 - - - 80.59

DBL Hata Dargawon Tollways Limited 13.55 - - - 13.55

DBL Patan Rehli Tollways Limited 17.89 - - - 17.89

Jalpa Devi Tollways Limited 112.20 - - - 112.20

DBL Hassan Periyapatna Tollways Ltd 18.09 - - - 18.09

DBL Hirekerur Ranibennur Tollways Ltd 16.03 - - - 16.03

DBL Mundargi Harapanahalli Tollways Ltd 13.79 - - - 13.79

DBL Lucknow Sultanpur Highways Ltd 36.29 - - - 36.29


DBL Kalmath Zarap Highways Ltd 0.05 - - - 0.05


Jalpa Devi Engineering Private Limited 0.05 - - - 0.05 DBL Mahagoan Yavatmal Highways Private Ltd

44.90 - - - 44.90

DBL Wardha Butibori Highways Private Ltd

43.03 - - - 43.03

DBL Yavatmal Wardha Highways Private Ltd

0.05 - - - 0.05


61.09 - - - 61.09

DBL VPR Mining Private Ltd 0.01 - - - 0.01 DBL Bangalore Nidagatta Highways Private Limited

219.00 - - - 219.00


110.10 - - - 110.10


36.88 - - - 36.88


114.18 - - - 114.18


40.60 - - - 40.60

DBL Mangloor Highways Private Limited 32.88 - - - 32.88 DBL Sangli Borgaon Highways Private Limited

52.61 - - - 52.61


49.31 - - - 49.31


54.31 - - - 54.31



54.64 - - - 54.64

DBL Pachwara Coal Mines Private Limited 0.01 - - - 0.01

Deevin Sesmic Systems Private Limited 7.75 - - - 7.75

Security Deposit given - - - - - Shree Vinayak Enterprises & Properties - - 4.50 - 4.50

DBL-DECO JV - - 7.16 - 7.16

Genex Hotels Pvt Ltd - - 0.50 - 0.50

Trade Receivables - - - - - DBL Betul Sarni Tollways Limited 9.65 - - - 9.65 DBL Chandikhole Bhadrak Highways Private Ltd

8.40 - - - 8.40





DBL Lucknow Sultanpur Highways Ltd 46.15 - - - 46.15 DBL Mahagoan Yavatmal Highways Private Ltd

54.16 - - - 54.16


50.50 - - - 50.50


74.54 - - - 74.54

DBL Bangalore Nidagatta Highways Private Limited

0.94 - - - 0.94


78.91 - - - 78.91

DBL Byrapura Challakere Highways Private Limited

14.89 - - - 14.89


21.85 - - - 21.85


22.65 - - - 22.65


8.19 - - - 8.19


3.03 - - - 3.03


23.48 - - - 23.48

Jalpa Devi Engineering Private Limited 13.25 - - - 13.25

Deevin Seismic System Pvt Ltd 0.15 - - - 0.15

Genex Hotels Pvt Ltd - - 21.86 - 21.86


DBL-DECO JV - - 11.96 - 11.96

Dilip Buildcon-Varah Infra Ltd (JV) - - 11.66 - 11.66 Dilip Buildcon Limited -Varah Infra Ltd (JV) - - 5.09 - 5.09

DBL-SRBG(JV) - - 18.28 - 18.28

Unsecured Loans Given - - - - - DBL Hassan Periyapatna Tollways Ltd 19.02 - - - 19.02






Jalpa Devi Engineering Private Limited 93.74 - - - 93.74 DBL Mahagaon Yavatmal Highways Private Ltd

45.25 - - - 45.25


2.23 - - - 2.23


45.30 - - - 45.30


10.74 - - - 10.74


22.31 - - - 22.31


13.30 - - - 13.30


10.43 - - - 10.43


15.37 - - - 15.37


6.51 - - - 6.51


23.73 - - - 23.73


7.97 - - - 7.97


4.37 - - - 4.37

DBL Pachwara Coal Mines Private Limited 0.63 - - - 0.63 DBL Chandikhole Bhadrak Highways Private Ltd

19.96 - - - 19.96

Deevin Sesmic Systems Private Limited 16.40 - - - 16.40

DBL SRBG(JV) - - 0.29 - 0.29

Valecha Dilip JV - - 0.00 - 0.00

Retention & Withheld Money - - - - - DBL Anandapuram Anakapalli Highways Private Limited

38.50 - - - 38.50

DBL Kalmath Zarap Highways Ltd 3.49 - - - 3.49 DBL Mahagaon Yavatmal Highways Private Ltd

1.70 - - - 1.70


DBL Lucknow Sultanpur Highways Ltd 0.08 - - - 0.08 DBL Bangalore Nidagatta Highways Private Limited

0.06 - - - 0.06


0.06 - - - 0.06

Dilip Buildcon-MBZ JV - - 42.61 - 42.61 Dilip Buildcon Limited-Varah Infra Ltd (JV) - - 14.60 - 14.60

Dilip Buildcon-Varah Infra Ltd (JV) - - 21.82 - 21.82


DBL-DECO JV - - 0.31 - 0.31

Advance given - - - - - Deevin Seismic System Pvt Ltd 5.70 - - - 5.70

B. S. Associates - - 2.45 - 2.45


Total 2,446.36 7.45 250.14 - 2,703.95


Subsidiar

ies

Associat

es

Joint Ventures/Joi


parties

Key Managem

ent Personnel

& Relatives of KMP

Grand Total

Investment in Shares – Equity DBL Nadiad Modasa Tollways Limited - 8.60 - - 8.60

DBL Ashoknagar-Vidisha Tollways Limited - 7.45 - - 7.45

DBL Betul Sarni Tollways Limited 80.59 - - - 80.59 DBL Tikamgarh Nowgaon Tollways Limited

26.00 - - - 26.00

Suryavanshi Infrastructure Private Limited 6.47 - - - 6.47












9.60 - - - 9.60


0.10 - - - 0.10


0.10 - - - 0.10


61.09 - - - 61.09


0.05 - - - 0.05


110.10 - - - 110.10


0.05 - - - 0.05



0.05 - - - 0.05


40.60 - - - 40.60


0.05 - - - 0.05


0.05 - - - 0.05


0.05 - - - 0.05

DBL Berllary Byrapura Highways Private Limited

0.05 - - - 0.05

DBL Pachwara Coal Mines Private Limited 0.01 - - - 0.01


DBL-DECO JV - - 61.27 - 61.27

Trade Receivables - - - - - DBL Chandikhole Bhadrak Highways Private Ltd

106.68 - - - 106.68


DBL Rewa Sidhi Highways Private Limited 23.77 - - - 23.77






DBL Lucknow Sultanpur Highways Ltd 114.93 - - - 114.93 DBL Mahagoan Yavatmal Highways Private Ltd

50.73 - - - 50.73


21.81 - - - 21.81


39.01 - - - 39.01


DBL-DECO JV - - 29.30 - 29.30

Dilip Buildcon-Varah Infra Ltd (JV) - - 24.61 - 24.61 Dilip Buildcon Limited -Varah Infra Ltd (JV) - - 5.27 - 5.27

Dilip Buildcon Limited & Ranjit Buildcon Limited JV - - 0.01 - 0.01

- - - - -

Unsecured Loans Given - - - - -

- - - - -










61.22 - - - 61.22


94.76 - - - 94.76


83.47 - - - 83.47

DBL Tuljapur Ausa Highways Private Limited

7.90 - - - 7.90


10.16 - - - 10.16


22.31 - - - 22.31


3.43 - - - 3.43


10.43 - - - 10.43


8.22 - - - 8.22


2.16 - - - 2.16


2.16 - - - 2.16


2.48 - - - 2.48


3.82 - - - 3.82

DBL Pachwara Coal Mines Private Limited 0.39 - - - 0.39 DBL Chandikhole Bhadrak Highways Private Ltd

13.47 - - - 13.47

Dilip Buildcon Limited-Varah Infra Ltd (JV) - - 0.01 - 0.01

- - - - -

Retention & Withheld Money - - - - - DBL Anandapuram Anakapalli Highways Private Limited

13.20 - - - 13.20


6.01 - - - 6.01

DBL Kalmath Zarap Highways Ltd 3.49 - - - 3.49 DBL Mahagaon Yavatmal Highways Private Ltd

1.70 - - - 1.70

Dilip Buildcon-MBZ JV - - 36.46 - 36.46 Dilip Buildcon Limited-Varah Infra Ltd (JV) - - 26.75 - 26.75


DBL-DECO JV - - 2.50 - 2.50

Advance given - - - - -

B. S. Associates - - 2.45 - 2.45



DBL Employee VBF Fund Trust - - 5.23 - 5.23


Total 2,163.92 16.05 263.03 0.08 2,443.08


Subsidiar

ies

Associat

es

Joint Ventures/Joi

nt Operations/O

ther Related parties

Key Managem

ent Personnel

& Relatives of KMP

Grand Total

Investment in Shares – Equity DBL Ashoknagar-Vidisha Tollways Limited - 5.99 - - 5.99 DBL Bankhlafata Dongawa Tollways Limited - 4.80 - - 4.80

DBL Jaora Sailana Tollways Limited - 6.00 - - 6.00

DBL Mundi Sanawad Tollways Limited - 6.31 - - 6.31

DBL Nadiad Modasa Tollways Limited - 8.60 - - 8.60

DBL Sardarpur Badnawar Tollways Limited - 3.00 - - 3.00

DBL Silwani Sultanganj Tollways Limited - 6.31 - - 6.31

DBL Sitamau Suwasara Tollways Limited - 2.33 - - 2.33

DBL Uchera Nagod Tollways Limited - 9.60 - - 9.60

DBL Betul Sarni Tollways Limited 80.59 - - - 80.59 DBL Tikamgarh Nowgaon Tollways Limited

26.00 - - - 26.00













0.10 - - - 0.10


0.10 - - - 0.10


0.10 - - - 0.10


0.05 - - - 0.05

DBL VPR Mining Private Ltd 0.01 - - - 0.01


DBL-DECO JV - - 30.19 - 30.19


Trade Receivables - - - - - DBL Ashoknagar-Vidisha Tollways Limited - 0.04 - - 0.04





DBL Patan Rehli Tollways Limited 3.75 - - - 3.75 DBL Tikamgarh Nowgaon Tollways Limited

5.15 - - - 5.15






DBL Lucknow Sultanpur Highway Ltd 80.44 - - - 80.44



DBL Sitamau Suwasara Tollways Limited - 0.17 - - 0.17 DBL Mahagoan Yavatmal Highways Private Ltd

160.38 - - - 160.38


6.72 - - - 6.72


12.63 - - - 12.63




DBL-DECO JV - - 64.90 - 64.90



Unsecured Loans Given - - - - - DBL Betul Sarni Tollways Limited 17.53 - - - 17.53 DBL Tikamgarh Nowgaon Tollways Limited

9.51 - - - 9.51












62.31 - - - 62.31


53.07 - - - 53.07



56.29 - - - 56.29

DBL VPR Mining Private Ltd 0.00 - - - 0.00 DBL Bankhlafata Dongawa Tollways Limited - 0.22 - - 0.22




DBL Sitamau Suwasara Tollways Limited - 0.04 - - 0.04

DBL Ashoknagar-Vidisha Tollways Limited - 0.04 - - 0.04

DBL Jaora Sailana Tollways Limited - 0.04 - - 0.04



Withheld Money - - - - - Dilip Buildcon-MBZ JV - - 2.00 - 2.00


Advance given - - - - - B. S. Associates - - 2.45 - 2.45


DBL Employee VBF Fund Trust - - 4.72 - 4.72


Total 1,457.85 99.13 319.36 0.04 1,876.38

4. BALANCES PAYABLE TO RELATED PARTIES


Subsidiaries

Associa

tes

Joint Ventures/Joi


parties

Key Managem

ent Personnel

& Relatives of KMP

Grand Total

Advance received DBL Kalmath Zarap Highways Ltd 46.61 - - - 46.61

DBL Wardha Butibori Highways Private Ltd 28.33 - - - 28.33 DBL Yavatmal Wardha Highways Private Ltd

31.08 - - - 31.08

DBL Mahagaon Yavatmal Highways Private Ltd

5.31 - - - 5.31

DBL Tuljapur Ausa Highways Private Limited

20.75 - - - 20.75


83.01 - - - 83.01

DBL Rewa SidhiHighways Private Limited 69.17 - - - 69.17 DBL Bangalore Nidagatta Highways Private Limited

109.50 - - - 109.50


48.82 - - - 48.82



50.88 - - - 50.88


171.26 - - - 171.26


82.79 - - - 82.79


25.26 - - - 25.26


61.76 - - - 61.76


89.35 - - - 89.35

DBL SRBG(JV) - - 16.08 - 16.08


Unsecured Loans Taken - - - - - Highfly Airlines Pvt. Limited - - 0.24 - 0.24

Amounts Payable - - - - - Bhavya Infra & Systems Private Limited 3.64 - - - 3.64

Jalpa Devi Engineering Private Limited 6.71 - - - 6.71

Deevin Seismic System Pvt Ltd - - - - - Shri Dilip Suryavanshi - - - 3.74 3.74

Smt. Seema Suryavanshi - - - 0.33 0.33

Shri Devendra Jain - - - 3.23 3.23


Total 975.36 - 46.68 7.45 1,029.49


Subsidiaries


her Related parties

Key Manageme

nt Personnel

& Relatives of KMP

Grand Total

Advance received DBL Lucknow Sultanpur Highways Ltd 80.36 - - 80.36



DBL Yavatmal Wardha Highways Private Ltd 50.50 - - 50.50 DBL Anandapuram Anakapalli Highways Private Limited

157.66 - - 157.66


57.09 - - 57.09

DBL Chandikhole Bhadrak Highways Private Ltd 152.20 - - 152.20

DBL Rewa SidhiHighways Private Limited 115.30 - - 115.30

Dilip Buildcon-MBZ JV 76.90 - - 76.90

Unsecured Loans Taken - - - - DBL-MBZ JV - 6.86 - 6.86

DBL Deco JV - 1.55 - 1.55



Highfly Airlines Pvt. Limited - 0.24 - 0.24

Amounts Payable - - - - Shree Vinayak Enterprises & Properties - 0.04 - 0.04

Shri Dilip Suryavanshi - - 6.35 6.35



Total 738.68 25.59 18.08 782.34


Subsidiaries


her Related parties

Key Manageme

nt Personnel

& Relatives of KMP

Grand Total

Advance received Jalpa Devi Tollways Limited 5.85 - - 5.85








Dilip Buildcon-MBZ JV - 129.55 - - Unsecured Loans Taken - - - -


DBL-MBZ JV - 3.69 - 3.69

Highfly Airlines Pvt. Limited - 0.24 - 0.24

DBL Deco JV - 6.22 - 6.22 DBL -VARAHA INFRA LIMITED (JV) (AMBALA) U/L - 19.28 - 19.28

Amounts Payable - - - -

Shree Vinayak Enterprises & Properties - 0.04 - 0.04

Shri Dilip Suryavanshi - - 3.89 3.89



Total 524.87 159.03 10.37 564.72


ANNEXURE IX: TERM SHEET

The following summary of Terms and Conditions (the “Term Sheet”) provides broad indicative terms and conditions for the transaction. The Term Sheet is intended to outline basic points of business understanding around which the transaction would be constructed. It does not attempt to describe all the terms and conditions that would relate to the transaction nor do the terms suggest specific documentation phrasing. Issuer Dilip Buildcon Limited (“Issuer/Company/DBL”)

Security Name Rs. 200 Crore DBL NCD June 2020

Issue Size Rs. 200,00,00,000 (Indian Rupees two hundred Crores only)

Option to retain oversubscription (Amount)

NA

Nature of the Instrument Senior, secured, listed, rated, redeemable Non-Convertible Debentures

Seniority Senior

Objects of the Issue and Utilization of the Proceeds

The proceeds shall be used for meeting general corporate purposes and refinancing of existing debt of the Company. Company undertakes that proceeds of the present Issue shall not be used for any purpose which may be in contravention of the regulations/ guidelines/ norms issued by the RBI/ SEBI/ RoC/ Stock Exchange. End use of the Issue to be evidenced with a certificate from an independent chartered accountant to be furnished to Debenture Trustee within 60 (sixty) days of the allotment of NCDs.

Mode of Issue Private Placement

Listing To be listed on BSE within 30 days of the Deemed of Allotment

Eligible Investors

1. Companies incorporated in India; 2. Scheduled Commercial Banks; 3. Public Financial Institutions specified in Section 2(72) of the Companies

Act 2013; 4. Non-Banking Financial companies incorporated in India; 5. Insurance Companies incorporated in India; 6. Financial Companies incorporated in India in the form of companies; 7. Mutual Funds; 8. Pension Funds; 9. Any other entity authorised by Applicable Law to invest in these

Debentures Rating of the Instrument CARE A; Stable

Tenure 3 Years (36 months)

Redemption Dates ** First redemption shall be on January 29, 2021 and thereafter each subsequent redemption shall be made at in accordance with the redemption schedule

Final Redemption Date June 29, 2023

Redemption Amount Rs. 10,00,000 (Indian Rupees ten lakhs) per Debenture

Redemption Premium /Discount

NA

Issue Price At par


Discount at which security is issued and the effective yield as a result of such discount.

NA

Debenture Trustee PNB Investment Services Limited

Put Option Date NA

Put Option Price NA

Call Option Date NA

Call Option Price NA

Put Notification Time NA

Call Notification Time NA

Face Value Rs.10,00,000 (Indian Rupees ten lakhs) per Debenture

Minimum Application and in multiples of Debt securities thereafter

1 Debenture

Redemption Schedule

Sl No

Redemption Dates

Amount (in INR)

1 January 29, 2021 30,00,00,000

2 July 29, 2021 30,00,00,000

3 January 29, 2022 30,00,00,000

4 July 29, 2022 30,00,00,000

5 January 29, 2023 30,00,00,000

6 June 29, 2023 50,00,00,000

Total 200,00,00,000

Depository National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Interest Rate 8.67% p.a. (providing Annualized yield of 8.85% p.a)

Step Up/Step Down Interest Rate

NA

Interest Payment Frequency On each Redemption Date

Interest Payment Dates *

Sl No Interest Payment

Dates

1 January 29, 2021

2 July 29, 2021

3 January 29, 2022

4 July 29, 2022

5 January 29, 2023

6 June 29, 2023

Interest Type Fixed

Interest Reset Process (including rates, spread, effective date, interest rate cap and floor etc).

NA


Day Count Basis Interest shall be computed on an “actual/actual basis”. Where the interest period (start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis

Interest on Application Money

NA

Interest on Refunded Money against which Allotment is not made

NA

Security

Following security shall be created in favour of the Debenture Trustee: First exclusive charge on certain movable fixed assets and/or other fixed assets of the Company to the extent of 1.25 times of outstanding borrowing through NCDs. For the purpose of calculation of security cover, such assets shall be considered net of depreciation on WDV basis at the end of every financial year. Any shortfall in security below the minimum-security cover specified in the “Security Cover” section below to be topped up by the Issuer such that minimum-security cover is maintained. Issuer to provide a chartered accountant certification on the valuation & accounting methodology followed as well as security cover maintained at the end of every financial year. 60 days to be granted for upfront security creation and perfection.

Security Cover

The Borrower shall ensure that the security cover shall be at least 1.25 times of the outstanding value of the Debentures till the Final Settlement Date.

For any reason thereafter during the life of the NCDs, if the security is below 1.25 times and the company fails to identify and create the additional security within 20 days and top-up the security within the stipulated time period, then debenture holders shall be eligible to charge additional 0.5% p.a. over and above the Interest rate till the time security cover is restored back to required level.

Further, the Issuer shall have the option of providing mutually agreeable alternative security (such as deposit, immovable properties as per prevailing market value, etc.) to maintain the security cover.

Early Redemption Event

The Debentures along with accrued interest shall become due and payable within 30 days upon receipt of written notice from Debenture Trustee on happening of any of the following events (“Early Redemption Events”): 1. Rating of the Debentures is downgraded below “A-”. In case the NCDs

are downgraded to credit rating lower than “A-“ by any rating agency, the debenture-holders can exercise the right to demand early redemption of the NCDs.

2. Rating of the debentures is suspended or withdrawn or moved to "issuer not cooperating" category

The occurrence of events above will be determined by the Debenture Holders solely and at their discretion. The Debenture Holders shall have the option to require the Company to redeem the Debentures (“Early Redemption Option”) on happening of any of the Early Redemption Events. Upon the exercise of the Early Redemption Option by the Debenture Holders, the Debenture Trustee shall issue a notice to the Company for redemption of all amounts outstanding in relation to the Debentures (including any unpaid principal, accrued but unpaid Interest, Default Interest (if applicable)) as on the date of exercise of the Early Redemption Option (“Early Redemption Date”).

Financial Covenants During the currency of the NCDs, the Issuer shall maintain the below mentioned ratio on standalone audited financials: Net Debt/Equity: 1.5x for FY21 and onwards


Net Debt/EBIDTA: 3.0x for FY21 and onwards Interest cost as % to sales not exceed 10%

(collectively, the “Financial Covenants”)

It is clarified that for calculation of the above ratios, net debt shall include all long-term borrowings (including current maturities of long-term debt), redeemable preference shares/ debentures, short term borrowings in any form as reduced by unencumbered cash and cash equivalents with the Company. All the Financial Covenants (except Net Debt/ EBIDTA) shall be tested on a semi-annual basis (i.e. as on March 31 and September 30) every year, starting from September 30, 2020 based on the standalone balance sheet of the Company. The ratio of Net Debt/ EBIDTA shall be tested on an annual basis. The Company shall submit a certificate to the Debenture Trustee confirming the compliance with the Financial Covenants within 30 days from the later of (i) end of each reporting year/half year or (ii) from disclosure of financial results to stock exchanges, as applicable. For any reason if there is a breach of any of the Financial Covenants on the higher side by 25% of the above ratios then the Debenture Holders can declare early redemption and call for repayment within 30 Business Days. Alternatively, the Debenture Holders retain the right to charge additional 0.5% p.a. over and above the Interest rate immediately upon breach of any of the Financial Covenants till the time breach is cured.

Negative Covenants

The Company hereby covenants with the Debenture Trustee that the Company shall not, for so long as any amount remains outstanding under the Debentures, (except as may otherwise be previously agreed to in writing by the Debenture Trustee (acting upon the receipt of the prior written approval of the Debenture Holder): (i) Change the general nature and conduct of its business from that which

is permitted (ii) Engage in or undertake any corporate restructuring, re-organisation and

/ or re-capitalisation of any sort including but not limited to merger, spin-offs, demerger, consolidation, reorganisation, amalgamation, reconstruction, capital reduction and liquidation, except as permitted under the Transaction Documents.

(iii) Enter into any material compromise or arrangement or settlement with any of its creditors that would prejudicially affect the interests of the Debenture Holder(s).

(iv) Make any amendments the constitutional documents an in a manner which would prejudicially affect the interests of the Debenture Holder(s).

(v) Wind-up, liquidate or dissolve its affairs. (vi) Dilute/ change/ transfer the shareholding of the Company that results in

promoters shareholding falling below 51% or change in Management Control of the Company. “Management Control” with relation to the Company shall mean -

a) holding by any person directly or indirectly of more than 50% of the voting share capital of the Company and ability of that person to direct or cause direction of the management and policies of the Company, whether by operation of law or by contract or otherwise; or


b) the ability of that person to appoint or cause the appointment of more than 50% of the directors on the board of directors of the Company and ability of that person to direct or cause direction of the management and policies of the Company, whether by operation of law or by contract or otherwise;

(vii) Declare any dividend on its share capital or pay interest on loans/ quasi

equity from promoters, associate companies and/or strategic investors, if:

a) if the Issuer fails to meet its obligations to pay interest and/or installments and/or other monies due to the Debenture Holders which shall have become due and as long as it is in such default; or

b) If an Event of Default has occurred and is continuing.

Other conditions

(i) The Issuer shall deliver to the Debenture Trustee/Debenture Holder in form and detail satisfactory to the Debenture Trustee/Debenture Holder and in such number of copies as the Debenture Trustee/Debenture Holder may request: a) unaudited semi-annual profit and loss statements and balance

sheets, within sixty days, or such other period as reasonably required by the Debenture Trustee/Debenture Holder, of the close of each semi-annual period;

b) independently audited annual accounts within sixty days, or such other period as reasonably required by the Debenture Trustee/Debenture Holder, of the close of each financial year; and

c) such other statement or statements or information pertaining to the operations of the Borrower as the Debenture Trustee/Debenture Holder may reasonably require, within such period as required by the Debenture Trustee/Debenture Holder

(ii) The Issuer shall maintain insurances on and in relation to its secured assets with an insurance company(ies) against such risks and to such extent as is usual and appropriately prudent for companies carrying on the business such as that carried on by the Company.

The Issuer irrevocably undertakes and agrees with the Debenture Trustee/Debenture Holders, that the Debenture Holders in their sole discretion shall have a right to revise the Applicable Interest Rate as the Debenture Holders may deem fit and appropriate, in case of any increase / variation in the un-hedged foreign currency exposure of the Borrower. (“Revised Interest Rate”)

Default Interest Rate

In case of default in payment of Interest and/or principal repayment on the due dates, additional interest of 2% p.a. over the Interest rate will be payable by the Borrower for the defaulting period on the default amount i.e. on the amount fallen due for payment and remained unpaid from the due dates until the date of actual payment.

Events of Default

The occurrence of any one of the following events shall constitute an “Event of Default” by the Company: (a) Failure on the part of the Company to pay all or any part of any

payment obligation (including principal, coupon, default interest etc) in respect of the NCDs and under the Transaction Documents on their respective due dates.

(b) Failure on the part of the Company to pay early redemption amounts on Early Redemption Date in accordance with the notice issued by the Debenture Trustee as per the provisions of Early Redemption Event.

(c) Any of the Transaction Documents failing to provide the security


interests, rights, title, remedies, powers or privileges intended to be created thereby within the specified time periods (including the priority intended to be created thereby), or such security interests failing to have the priority contemplated under the Transaction Documents, or the security interests purported to be created thereby being jeopardized or endangered in any manner whatsoever, or any other obligations purported to be secured thereby or any part thereof being disaffirmed by or on behalf of the Company or any other party thereto.

(d) All or any part of the proceeds of the Issue is not being utilized for the intended purpose;

(e) Failure to credit the Debentures to the dematerialized account of the Debenture Holders with the Depositories within 10 (Ten) business days from the relevant allotment date of the Debentures;

(f) Any failure of the Company to comply with any of the provisions of the Transaction Documents in relation to the security and security cover including but not limited to breach by the Company of the requirement to maintain security cover and the failure of the Company to identify and create additional security within 30 days from date of such failure and provide any additional or alternate security to the satisfaction of Debenture Trustee (acting on the instructions of the majority debenture holders) within a period of 30 (Thirty days) from the date of such failure;

(g) The secured properties or any part thereof is sold, disposed of, charged or encumbered in breach of the terms of the Transaction Documents or the Company creates or intends to or attempts to create any charge on the assets which form part of the security interest, without the prior express written approval/consent of the Debenture Trustee;

(h) An attachment or restraint has been levied on the mortgaged properties and hypothecated property or any part thereof or certificate proceedings have been taken or commenced for recovery of any dues from the company in relation to the mortgaged properties or hypothecated properties;

(i) If the hypothecated property and other assets offered as security to the Debenture Trustee representing the interests of the Debenture Holder(s)/Beneficial Owner(s) of the Debentures are not insured or kept under-insured by the Company or depreciate in value to such an extent that in the opinion of the Debenture Trustee/Debenture Holder(s)/ Beneficial Owner(s) of the Debentures, additional security (to the satisfaction of the Debenture Trustee) should be given and if such security is not identified and created within 30 days of written notice or such security interest is not perfected within 120 (one hundred and twenty) days of written notice by the majority Debenture Holders/Beneficial Owner(s) of the Debentures or the Debenture Trustee to the Company.

(j) The Company fails to comply with Applicable Law in relation to the Debentures, unless the failure to comply is, in the opinion of the Debenture Trustee (acting on the instructions of the Debenture Holders), capable of remedy and is remedied within 15 (Fifteen) days of the notice issued by the Debenture Trustee to the Company.

(k) Violation or breach in the performance of any of covenants, conditions or agreements under the Transaction Documents, including but not limited to financial covenants, other covenants, conditions or agreements relating to payment of any instalment of Interest or the principal amount of the Debentures, redemption


premium and any other monies including costs, charges, expenses incurred by the Debenture Trustee on behalf of the Company under any of the Transaction Documents (other than those which are covered above).

(l) Any or all of the representations and warranties or information provided by the Company as set out in any Transaction Document and/or any information provided by the Company being and/or deemed to be untrue, incomplete, incorrect or misleading in a material respect and/or any material information has been concealed from the Debenture Holders by the Company which may lead to an event of default in the opinion of the Debenture Trustee (acting on the instructions of the majority debenture holders).

(m) Any Financial Indebtedness of the Company becomes due prior to its stated maturity by reason of default of the terms thereof by the Borrower or any such indebtedness is not paid at its stated maturity and such default has, in the opinion of the Debenture Holders a Material Adverse Effect.

(n) Any corporate action, legal proceedings or other procedure or step is taken in relation to the Company, whether voluntary or involuntary (including the making of an application, the presentation of a petition, the filing or service of a notice or the passing of a resolution), in relation to: (i) the suspension of payments, a moratorium of any

indebtedness, winding-up, insolvency, dissolution, administration or reorganisation of the Company with an intention of winding up or liquidating or declaring insolvent the Company (by way of voluntary arrangement, scheme of arrangement or otherwise); or

(ii) a composition, compromise, assignment or arrangement with any creditor of the Company or any act of insolvency or any other act, the consequence of which may lead to the insolvency or winding up of the Company; or

(iii) the appointment of a liquidator, provisional liquidator, supervisor, receiver, administrative receiver, administrator, compulsory manager, trustee or other similar officer in respect of the Company or any of their assets or in case the same is allowed to be appointed for all or any part of the undertaking of the Company; or

(iv) enforcement of any security over any assets of the Company.

(o) The Company : (i) is unable or admits inability to pay its Financial Indebtedness as they fall due; or (ii) suspends making payments on any of its Financial Indebtedness, by reason of actual or anticipated financial difficulties or proceedings for taking it into liquidation have been admitted by any competent court or a moratorium or other protection from its creditors is declared or imposed in respect of any indebtedness of the Company ;

(p) The Company/promoter or directors (except independent directors) or key managerial personnel of the Company are declared as a ‘wilful defaulter’.

(q) If one or more legal or governmental proceedings have been initiated against the Company or any claims are made against the Company, and the same has been decided/decreed against the Company by the Governmental Authority or court of first jurisdiction, which in the opinion of the Debenture Trustee (acting on the instructions of the majority debenture holders), may impair the Company’s ability to


perform its obligations undertaken in terms of the Transaction Documents.

(r) Any receivership, insolvency or liquidation proceedings filed against the Company including but not limited to any bankruptcy/corporate debt restructuring proceeding(s), a reference to the National Company Law Tribunal or to the Joint Lenders Forum and any steps taken towards such proceedings/ actions against the Company.

(s) The occurrence of any event or condition or any series of events or conditions which, in the opinion of the Debenture Trustee, acting solely on the instructions of the majority debenture holders constitutes or might constitute a Material Adverse Effect affecting the Company’s ability to comply with their respective obligations under the Transaction Documents unless the occurrence of such Material Adverse Effect is, in the discretion of the Debenture Trustee, capable of remedy and is not remedied within 30 (Thirty) days of the notice issued by the Debenture Trustee to the Company.

(t) The Company rescinds/ repudiates or purports to rescind/ repudiate a Transaction Document to which it is a party or evidences an intention to rescind/repudiate any of the Transaction Documents to which it is a party in whole or in part.

(u) Any expropriation, attachment, restraint or act of sequestration, distress or execution affects the mortgaged properties or any other assets of the Company or any part thereof and/or certificate proceedings being taken or commenced for recovery of any dues from the Company which adversely effects their ability to comply with their payment obligations under the Transaction Documents.

(v) The Company suspending or ceasing to carry on its respective business or gives notice of its intentions to do so.

(w) If, in the reasonable opinion of the Debenture Trustee, the Security Interests of the Debenture Holder(s)/Beneficial Owner(s) made available in relation to the Debentures, is in jeopardy or under threat or ceases to have effect.

(x) If it is certified by an accountant or a firm of accountants appointed by the Debenture Trustee, that the liabilities of the Company exceed its assets.

(y) If any report provided by the auditors of the Company contains any qualification which is prejudicial to the interest of the Debenture Holders.

(z) It is or becomes unlawful for the Company to perform any of its material obligations under the Transaction Documents relating to Debenture Outstanding and/or the Security Interests or if the Transaction Documents or any part thereof ceases, for any reason whatsoever, to be valid and binding or in full force and effect or is alleged by any party to it to be ineffective for any reason and the cessation individually or cumulatively materially and adversely affects the interests of the Debenture Holders under the Transaction Documents.

(aa) Any material act of fraud, embezzlement, misstatement, misappropriation or siphoning off of the funds or revenues of the Company/Promoters or any other act having a similar effect being committed by the management or any officer/ key managerial personnel / senior officer / senior management of the Company/promoter.

(bb) If the Company is declared an insolvent undertaking under the applicable Insolvency and Bankruptcy Code, 2016, as amended or if


a reference has been made to the relevant bench of the National Company Law Tribunal, by a creditor under the said code and the Company has not resolved the complaint or is nationalized or is under the management of the Central Government or the Company takes advantage of any law for the relief of insolvent debtors;

(cc) All or a material part of the undertaking, assets, rights or revenues of the Company are condemned, seized, nationalised, expropriated or compulsorily acquired, or shall have assumed custody or control of the business or operations of the Company, or shall have taken any action for the dissolution of the Company, or any action that would prevent the Company, their member, or their officers from carrying on their business or operations or a substantial part thereof, by or under the authority of any government or Government Authority;

(dd) Any of the clearances required in relation to the NCDs in accordance with the Transaction Documents is not procured/ obtained/ received within reasonable time or is revoked or terminated, withdrawn, suspended, modified, withheld or shall cease to be in full force and effect;

(ee) A petition for the reorganization, arrangement, adjustment, winding up or composition of debts of the Company is filed on the Company (voluntary or otherwise) or have been admitted or makes an assignment for the benefit of its creditors generally

(ff) Any Transaction Document once executed and delivered, ceases to be in full force and effect or becomes unlawful, invalid or unenforceable or fails to provide the Debenture Trustee and the Debenture Holders/ Beneficial Owners with the interests in the secured property intended to be created thereby;

(gg) The Promoter/s or key managerial personnel or the directors of the Company are accused of, charged with, arrested or convicted in a criminal offence and/or any governmental proceedings by any regulatory bodies, involving moral turpitude, dishonesty or which otherwise impinges on the integrity of the promoter/s or key managerial personnel or director, including any accusations, charges and/or convictions of any offence relating to bribery etc.;

(hh) Change in Management Control of the Company without the prior written approval or sanction of the Debenture Trustee;

Provisions in relation to cross default

Any Financial Indebtedness of the Company becomes due prior to its stated maturity by reason of default of the terms thereof by the Company or any such Financial Indebtedness is not paid at its stated maturity and such default has, in the opinion of the Debenture Holders a Material Adverse Effect.

Consequences of Event of Default

On and at any time after the occurrence of an Event of Default, the Debenture Trustee shall if so directed by the Majority Debenture Holder(s) and after 15 business days’ notice to cure the default to the company:

i. declare that all or part of the obligations be immediately due and payable, whereupon they shall become immediately due and payable;

ii. accelerate the redemption of the NCDs; iii. enforce such security in such a manner as the Debenture Holders

may deem fit;


iv. exercise any other right that the Debenture Trustee and / or Debenture Holder(s) may have under the Transaction Documents or under Indian law.

Representations, Warranties The Issuer will make representations customary for the facilities of this nature and others appropriate in the judgment of the Debenture Holders, including but not limited to:

Issuer will give representations and warranties that, amongst other things, that it has full title on all the rights, property and undertakings subject to the security (free from any encumbrances, third party claims and litigations)

No Event of Default has occurred and is continuing and no such event or circumstance will result as a consequence of the Issuer / promoters performing any obligation contemplated under the transaction documents.

No material adverse change in business, condition or operations of the Issuer

Absence of any pending or threatened litigation, investigation or proceedings that may have a material adverse effect on the business condition (financial or otherwise), operations, performance or prospects of the Issuer/ Subsidiary or that purports to affect the facility

Compliance with all laws and regulations (including any disclosure requirements) and procuring all relevant approvals in order for creation and perfection of the security, as may be required in relation to the transaction.

Illegality, Cross default to other indebtedness, including without limitation

contingent liabilities of the Issuer. Transferability, Any other as agreed upon during the course of documentation

Conditions Precedent Customary to facilities of this nature, including but not limited to:

Compliance with all the regulatory guidelines. A certified true copy of the constitutional documents of the Company

(being its Memorandum and Articles of Association and Certificate of Incorporation) shall have been submitted to the Debenture Trustee

All corporate approvals from the Board of Directors and shareholders of the Company, if applicable, shall have been received for the issuance of the NCDs, creation of the security and the execution, delivery and performance by the Company of the Transaction Documents in accordance with the Companies Act

Execution of the Debenture Trustee Agreement in a form and manner satisfactory to the Debenture Trustee shall have taken place;

Rating of the Debentures being completed and the rating agency having provided a minimum rating of “A” for the Debentures and the rating letter issued by the Rating Agency being in a form and manner satisfactory to the Debenture Trustee;

The Company shall have provided to the Debenture Trustee a certificate from a director/company secretary of the Company certifying that:- a) the Company and its directors have the necessary powers under the

Memorandum and Articles of Association of the Company to borrow moneys pursuant to the issuance of the Debentures;


b) the borrowing of moneys pursuant to the issuance of the Debentures and the creation of security will not cause any limit binding on the Company to be exceeded;

c) no Material Adverse Effect has occurred in the Company, and/or the business of the Company;

d) the Company has obtained all necessary consents and approvals, if applicable, from including but not limited to its creditors, secured or unsecured, for the issuance of the Debentures and creation of Security; shall have been delivered in a form and manner satisfactory to the Debenture Trustee;

The delivery by the Company to the Debenture Trustee, of certificates signed by authorized signatories of the Issuer, in a form and substance satisfactory to the Debenture Trustee, with respect to: a) incumbency and signatures; b) accuracy of representations and warranties required by the

Debenture Trustee / Debenture Holders; c) absence of defaults and any Material Adverse Effect; d) all representations and warranties contained in this Information

Memorandum are true and correct in all material respects on and as of the Deemed Date of Allotment, before and after giving effect to the Issue and to the application of the proceeds therefrom;

e) non–occurrence of any force majeure event at the time of allotment; and

Due execution of the depository agreements by, inter-alia, the Depository and the Issuer;

Due execution of the tripartite agreement by, inter-alia, the Registrar and Transfer Agent, Depository and the Issuer and should have obtained the ISIN for the NCDs;

The Company shall have submitted to the Debenture Holders / Debenture Trustee, all required documents for the purpose of satisfying its respective KYC requirements; and

No Event of Default has occurred and is continuing, or would result from such advances.

Execution of transaction documents in form and manner mutually acceptable to Debenture Holders & Issuer

Conditions Subsequent to Issuance

The Issuer shall ensure that the following documents are executed/ activities are completed:

1. The letter of allotment, indicating allotment of the Debentures, will be credited in dematerialised form within 3 (Three) Business Days from the Deemed Date of Allotment. The aforesaid letter of allotment shall be replaced with the actual credit of Debentures, in dematerialised form, within a maximum of 10 (Ten) days from the Deemed Date of Allotment.

2. Execution of Debenture Trust Deed and Deed of Hypothecation within the prescribed timelines i.e. 60 (sixty) days from Deemed Date of Allotment.

3. Listing of NCDs within 30 (thirty) days from Deemed Date of Allotment.

4. All securities to be perfected within 60 (sixty) days from the Deemed Date of Allotment.

5. List of hypothecated assets to be shared within 60 (sixty) days of Deemed Date of Allotment.


6. End use certificate to be provided within 60 (sixty) days of Deemed Date of Allotment.

7. The Debenture Trustee shall have received a legal opinion, to the comfort of the Debenture Trustee on the validity and enforceability of the Transaction Documents, to the satisfaction of the Debenture Trustee.

8. Receipt by the Issuer of all relevant consents (corporate, shareholder, regulatory and consents of existing lenders and other government authorities, if any) towards creation and perfection of the Security to the satisfaction of the Debenture Trustee.

9. The Debenture Trustee shall have received a legal opinion, to the comfort of the Debenture Trustee on the validity and enforceability of the Transaction Documents, to the satisfaction of the Debenture Trustee.

Delay in execution of Debenture Trust Deed

In the event the Debenture Trust Deed is not executed with in the prescribed time from the Deemed Date of Allotment, then the Issuer shall pay to the Debenture Holders penal interest @ 2% p.a. over and above the Interest rate, from the date of expiry of prescribed time till the date of execution of the Debenture Trust Deed.

Governing Law and Jurisdiction

The Debentures and documentation will be governed by and construed in accordance with the laws of India and the parties submit to the non-exclusive jurisdiction of the courts in Bhopal/Delhi and as more particularly provided for in the Debenture Trust Deed.

Force Majeure

The Issuer understands that this issue is contingent on the assumption that from the date hereof to the Deemed Date of Allotment, there is no material adverse change in the financial conditions of the Issuer or in the condition of the Indian credit and debt market (including any policy action) which in the reasonable opinion of the Investor would make it inadvisable to proceed with the Issue. In the case of such material adverse change, the terms may be renegotiated to the mutual satisfaction.

Bidding Date, Issue Opening Date, Issue Closing Date

June 26, 2020

Pay-in Date, Deemed Date of Allotment

June 29, 2020 (T+1)

Issuance mode of the Instrument

Issuance mode of the Instrument

Demat only (for private placement)

Demat only (for private placement)

Settlement mode of the Instrument

made by way of cash using cheques, demand drafts, interest/ redemption warrants, pay order, direct credit, ECS, NEFT, RTGS, other online payment mechanism as are permitted by the Reserve Bank of India

Business Day Convention If the Interest Payment Date falls on a holiday, the payment of interest up to original scheduled date, will be made on the following working day, however the dates of the future Interest payments would be in accordance with the schedule originally stipulated at the time of issuing the security.

If the Redemption Date (also being the last Interest Payment Date) of the Debentures falls on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along


with interest accrued on the Debentures until but excluding the date of such payment.

It is clarified that Interest/Redemption with respect to the Debentures shall be made only on the days when the money market is functioning in Mumbai.

If the Record Date falls on a day which is not a Business Day, the immediately succeeding Business Day will be considered as the Record Date.

Delay in Listing In case of delay in listing of NCDs beyond 20 days from the Deemed Date of Allotment, the Company shall pay penal interest of 1% p.a. over the Interest rate from the expiry of 30 days from Deemed Date Of Allotment till the listing of NCDs to the Investor.

Record Date 15 (fifteen) days prior to each Interest Payment Date and Redemption Date

Transaction Documents Information Memorandum

Debenture Trustee Agreement

Debenture Trust Deed

Deed of Hypothecation

Such other documents as agreed between the Company and the Debenture Trustee

Role and Responsibilities of Debenture Trustee

As provided in the Debenture Trust Deed

Settlement Mechanism Through Clearing Corporation of BSE

Allocation Option Uniform Yield

Bidding Type Closed bidding

* Under the SEBI circular no. CIR/IMD/DF-1/122/2016 dated November 11, 2016 as amended, if the Interest Payment Date falls on a holiday or Sunday, the payment may be made on the following working day without including the interest for holiday or Sunday and the dates of the future Interest payments would be in accordance with the schedule originally stipulated at the time of issuing the security. ** Under the SEBI circular no. CIR/IMD/DF/18/2013 dated October 29, 2013, as amended, if the redemption date falls on a holiday or Sunday, then such payment shall be made on the previous working date along with interest is required to be paid till the redemption date.

Debenture Cash Flows:

Issuer Dilip Buildcon Limited

Face Value (per security) Rs.10,00,000/-

No of Security 2000

Date of Allotment 29 June 2020

Dates of Redemption Sl No

Redemption Dates

Amount (Rs cr)

1 29-Jan-21 30

2 29-Jul-21 30

3 29-Jan-22 30

4 29-Jul-22 30

5 29-Jan-23 30


6 29-Jun-23 50

Total 200

Tenure 3 years (36 months)

Coupon Rate 8.67% p.a (providing annualized yield of 8.85%) Frequency of the Interest Payment with specified dates

Jan 29, 2021 July 29, 2021 Jan 29, 2022 July 29, 2022 Jan 29, 2023 June 29, 2023

Day Count Convention Actual / Actual

(Rs in crores) Original Due Date Actual Payout Date Cash Flows No. of

days in Coupon Period

Principal Amount

Interest Net Cash Flows

Monday, June 29, 2020

Monday, June 29, 2020

Investment in NCDs 0 -200.0000 - -200.0000

Friday, Jan 29, 2021 Friday, Jan 29, 2021 Interest+ Redemption 214 30.0000 10.1665 40.1665

Thursday, July 29, 2021

Thursday, July 29, 2021

Interest+ Redemption 181 30.0000 7.3089 37.3089

Saturday, Jan 29, 2022

Saturday, Jan 29, 2022


Friday, July 29, 2022 Friday, July 29, 2022 Interest+ Redemption 181 30.0000 4.7293 34.7293

Sunday, Jan 29, 2023 Friday, Jan 27, 2023 Interest+ Redemption 184 30.0000 3.4965 33.4965

Thursday, June 29, 2023

Thursday, June 29, 2023


Total

1095 - 33.6135 33.6135


ANNEXURE X: STATUTORY AND REGULATORY DISCLOSURES

This section sets out disclosures required under Form No. PAS-4 (Private Placement Offer Letter) pursuant to

the PAS Rules.

I. GENERAL INFORMATION

(i) Name of the

Company Dilip Buildcon Limited

(ii) CIN L45201MP2006PLC018689

(iii)

Address

Registered Office, Corporate Office:

Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road,

Bhopal 462 016, Madhya Pradesh, India

Telephone with STD 0755-4029999

Fax No. 0755-4029998

E-mail id. [email protected]

Website: www.dilipbuildcon.com

(iv) Date of incorporation

of the Company June 12, 2006

(v)

Business carried on

by the Company and

its subsidiaries with

details of branches or

units, if any.

As provided on Page 24 under Section 5 of the Information Memorandum

Subsidiaries : 1. DBL Nadiad Modasa Tollways Limited 2. DBL Betul-Sarni

Tollways Limited, 3. DBL Hata Dargaon Tollways Limited, 4. DBL Patan Rehli

Tollways Limited, 5. Jalpa Devi Tollways Limited, 6. DBL Mundargi

Harapanahalli Tollways Limited, 7. DBL Hassan Periyapatna Tollways

Limited, 8. DBL Hirekerur Ranibennur Tollways Limited, 9. DBL Lucknow

Sultanpur Highways Limited, 10. DBL Kalmath Zarap Highways Limited, 11.

Bhavya Infra & Systems Private Limited, 12. Jalpa Devi Engineering Private

Limited, 13. DBL Tuljapur Ausa Highways Private Limited, 14. DBL

Mahagaon Yavatmal Highways Private Limited, 15. DBL Yavatmal Wardha

Highways Private Limited, 16. DBL Wardha Butibori Highways Private

Limited, 17. DBL VPR Mining Pvt. Ltd. 18. DBL Chandikhole Bhadrak

Highways Pvt. Ltd., 18. DBL Bangalore Nidagatta Highways Pvt. Ltd., 19. DBL

Anandapuram Anakapalli Highways Private Limited, 20. DBL Gorhar

Khairatunda Highways Pvt. Ltd., 21. DBL Nidagatta Mysore Highways Pvt.

Ltd., 22. DBL Rewa Sidhi Highways Pvt. Ltd. , 23. DBL Byrapura Challakere

Highways Pvt. Ltd., 24. DBL Mangloor Higways Pvt. Ltd. ,25 DBL Sangli

Borgaon Highways Pvt. Ltd., 26. DBL Borgaon Watambare Highways Pvt. Ltd.,

27. DBL Borgaon Watambare Highways Pvt. Ltd., 28. DBL Mangalwedha

Solapur Highways Pvt. Ltd., 29. DBL Bellary Byrapura Highways Pvt. Ltd., 30.

DBL Pachhwara Coal Mine Private Limited, 31. Deevin Sesimic Systems

Private Limited, 32. Pathrapali-Kathghora Highways Private Limited.


Company has no branches.

(vi)

Brief particulars of

the management of

the Company

As provided under Section 5 of the Information Memorandum

(vii)

Names, Addresses,

DIN, and Occupations

of Directors

As provided on Page 17 and Section 5 of the Information Memorandum

(viii)

Management’s

perception of risk

factors

As per the Risk Factors of the Information Memorandum under Section 3

(ix)

Details of default, if

any, including therein

the amount involved,

duration of default

and present status, in

repayment of –

i. Statutory Dues

ii. Debentures and

Interest thereon

iii. Deposits and

Interest thereon

iv. Loans from any

Bank or Financial

institution and any

interest thereon

NIL

(x)

Names, designation,

address and phone

no., email ID of the

nodal/compliance

officer of the

Company, if any, for

the private placement

offer process

Compliance Officer of Company: Abhishek Shrivastava

Email: [email protected]

CFO of the Company: Radhey Shyam Garg

Corporate Identification Number: L45201MP2006PLC018689

Phone No.: 0755-4029999

Fax No.: 0755-4029998

Contact Person: Abhishek Shrivastava

(xi)

Any default in annual

filing of the Company

under the Companies

Act, 2013 or the rules

made thereunder

None

II. PARTICULARS OF THE OFFER

(i)

Financial Position of

the Company for the

last 3 financial years

Please refer to Annexure V (Summary Financial Information of the Company)

(ii) Date of passing of Board resolutions: August 5, 2019 and May 25, 2020


board resolution

Debenture Committee resolution: May 25, 2020

(iii)

Date of passing of

resolution in the

general meeting,

authorizing the offer

of securities;

September 17, 2019

(iv)

Kinds of securities

offered (i.e. whether

share or debenture)

and class of security;

the total number of

shares or other

securities to be issued

Secured, rated, listed, redeemable non-convertible debentures (“Debentures”)

of a face value of Rs 10,00,000 (Indian Rupees Ten Lakh only) each aggregating

upto Rs. 200,00,00,000 (Indian Rupees Two Hundred Crores only) (“Issue”).

(v)

Price at which the

security is being

offered including the

premium, if any,

along with

justification of the

price

Issue is at Par Value of Rs. 10,00,000 (Indian Rupees Ten Lakhs only) per

Debenture.

(vi)

Name and address of

the valuer who

performed valuation

of the security

offered, and basis on

which the price has

been arrived at

alongwith the report

of the registered

valuer

As this is an issuance of Debentures at par value, there is no valuation for this

issue.

(vii)

Relevant date with

reference to which the

price has been arrived

at

Relevant date means a

date at least thirty

days prior to the date

on which the general

meeting of the

Company is

scheduled to be held

NA

(viii) The class or classes of

persons to whom the

(a) Scheduled commercial banks in India;

(b) NBFCs and RNBCs registered with the RBI;


allotment is proposed

to be made

(c) Indian companies and other bodies corporate;

(d) Rural regional banks in India;

(e) Financial institutions, including All India Financial Institutions;

(f) Housing finance companies registered with the National Housing Board;

and

(g) Any other investors who are permitted to invest in the Debentures under

Applicable Law.

(ix)

Intention of

promoters, directors

or key managerial

personnel to subscribe

to the offer

(applicable in case

they intend to

subscribe to the offer)

NA

(x)

The proposed time

within which the

allotment shall be

completed

Issue opening date: June 26, 2020

Issue closing date: June 26, 2020

Pay-in Date: June 29, 2020 [T+1 Settlement]

Deemed date of allotment: June 29, 2020

(xi)

The names of

proposed allottees and

the percentage of post

private placement

capital that may be

held by them

NA

(xii)

The change in control,

if any, in the

Company, that would

occur consequent to


NA

(xiii)

The number of

persons to whom

allotment on

preferential

basis/private

placement/rights issue

has been made during

the year, in terms of

number of securities

as well as price

Listed, senior, secured, rated, redeemable, non-convertible debentures of a face

value of INR 10,00,000 (Indian Rupees Ten Lakhs only) each and aggregating

up to INR 100,00,00,000 (Indian Rupees One Hundred Crores only) issued for

a tenor of 3 (three) years by the Company to Union Bank of India pursuant to

the offer letter dated May 28, 2020 and the information memorandum dated May

26, 2020 with the deemed date of allotment as May 29, 2020

1 subscriber – Union Bank of India

(xiv)

The justification for

the allotment

proposed to be made

for consideration

Not applicable. The consideration for this issue will be cash.


other than cash

together with

valuation report of the

registered valuer

(xv)

Amounts which the

Company intends to

raise by way of the

proposed offer of

securities

Rs. 200,00,00,000 (Indian Rupees Two Hundred Crores only)

(xvi) Application Form

The form in which an investor can apply for subscription to the Debentures, the

format of which is set out in Annexure II (Application Form) of the Information

Memorandum.

(xvii)

Terms of raising of

securities: Duration, if

applicable, Rate of

dividend or rate of

interest, mode of

payment and

repayment

Debentures

Tenor 3 years

Issue Size Rs. 200,00,00,000 (Indian Rupees Two Hundred Crores

only)

Interest Rate 8.67% p.a. (Annualized yield 8.85%)

Interest Payment

Dates January 29, 2021

July 29, 2021

January 29, 2022

July 29, 2022

January 29, 2023

June 29, 2023

Mode of payment and repayment: Payment of interest and Redemption Amount

will be made by way of cash using Cheque/ DD/ RTGS/ NEFT/NACH/

Electronic mode and any other prevailing mode of payment from time to time.

(xviii)

Proposed time

schedule for which


offer cum application

letter is valid

Issue opening date: June 26, 2020

Issue closing date: June 26, 2020

Pay-in Date: June 29, 2020 [T+1 Settlement]

(xix) Deemed Date of

Allotment June 29, 2020

(xx) Purposes and objects

of the offer

The proceeds shall be used for meeting general corporate purposes and

refinancing of existing debt of the Company. Company undertakes that proceeds

of the present Issue shall not be used for any purpose which may be in

contravention of the regulations/ guidelines/ norms issued by the RBI/ SEBI/

RoC/ Stock Exchange. End use of the Issue to be evidenced with a certificate

from an independent chartered accountant to be furnished to Debenture Trustee

within 60 (sixty) days of the allotment of NCDs.

(xxi)

Contribution being

made by the

promoters or directors

NA


either as part of the

offer or separately in

furtherance of such

objects

(xxii)

Principal terms of

assets charged as

security, if applicable

Charge over certain moveable fixed assets and/or other fixed assets of the

Company

(xxiii)

The details of

significant and

material orders passed

by the Regulators,

Courts and Tribunals

impacting the going

concern status of the

Company and its

future operations

NIL

(xxiv)

The pre-issue and

post-issue

shareholding pattern

of the Company

There will be no change in the shareholding pattern of the Company as this is a

Debenture issue.

III Mode of payment for

subscription As per Section 7.15 of the Information Memorandum

IV DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC.

(i)

Any financial or other

material interest of the

directors, promoters

or key managerial

personnel in the offer

and the effect of such

interest in so far as it

is different from the

interests of other

persons.

NIL

(ii)

Details of any

litigation or legal

action pending or

taken by any Ministry

or Department of the

Government or a

statutory authority

against any promoter

of the offeree

Company during the

last three years

immediately

The company has litigations entered in to during the normal course of the

business. The amount involved in various litigations aggregating to Rs 50.00

crores , as of March 31, 2019 was provided for as contingent liability in the

Audited Balance Sheet of the Company. Similarly, the amount pertaining to

litigations as of March 31, 2020 stands at Rs 21.25 crores.


preceding the year of

the circulation of the

private placement


letter and any

direction issued by

such Ministry or

Department or

statutory authority

upon conclusion of

such litigation or legal

action shall be

disclosed.

(iii)

Remuneration of

Directors (during the

current and last three

financial years).

As per Section 5 E of this Information Memorandum

(iv)

Related party

transactions entered

during the last three

financial years

immediately


circulation of private

placement offer cum

application letter

including with regard

to loans made or,

guarantees given or

securities provided.

Please refer to Annexure VIII (Related Party Transaction)

(v)

Summary of

reservations or

qualifications or

adverse remarks of

auditors in the last

five financial years

immediately


circulation of private

placement offer cum

application letter and

of their impact on the

financial statements

and financial position

of the Company and

the corrective steps

NIL


taken and proposed to

be taken by the

Company for each of

the said reservations

or qualifications or

adverse remark

(vi)

Details of any inquiry,

inspections or

investigations

initiated or conducted

under the Companies

Act or any previous

Company law in the

last three years

immediately

preceding the issue of

private placement


letter in the case of

Company and all of its

subsidiaries. Also, if

there were any

prosecutions filed

(whether pending or

not) fines imposed,

compounding of

offences in the last

three years

immediately




letter and if so,

section-wise details

thereof for the

Company.

NIL

(vii)

Details of acts of

material frauds

committed against the

Company in the last

three years, if any, and

if so, the action taken

by the Company.

NIL


V FINANCIAL POSITION OF THE COMPANY

1.

The capital structure

of the Company - (in

Rs.)

Please refer to Paragraph 5.4 under Section 5 of this Information Memorandum