Dilip Buildcon Limited has issued a postal ballot notice seeking shareholder approval for material related party transactions worth up to ₹1,625.00 crores with its subsidiary company.

Transaction Overview

The company is seeking approval for transactions with DBL ERCP Bandh Baretha Private Limited (DEBBPL), a subsidiary incorporated on November 4, 2025. DEBBPL serves as a Special Purpose Vehicle for executing the construction project of a feeder from Isarda to Khura Chainpur to Bandh Baretha Bharatpur, including all components with operations and maintenance for 20 years under the Hybrid Annuity Model.

E-Voting Schedule

The company has implemented a remote e-voting system through MUFG Intime India Private Limited as the voting agency. The voting timeline is as follows:

Transaction Components

The proposed related party transactions include multiple financial instruments to support DEBBPL's project execution capabilities:

• Direct equity and quasi-equity investments
• Provision of unsecured loans as required
• Corporate guarantees and performance guarantees
• Security arrangements for banking facilities
• Indemnities and comfort letters as needed by lenders

Regulatory Compliance

The transactions fall under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as they exceed the materiality threshold of 10% of the company's annual consolidated turnover.

Governance and Approvals

The Audit Committee approved these transactions on November 13, 2025, after reviewing relevant documentation and mandatory disclosures. The committee confirmed that all transactions will be conducted on an arm's length basis and in the ordinary course of business.

The Board of Directors has appointed M/s Piyush Bindal & Associates, Practicing Company Secretaries, as the scrutinizer for conducting the postal ballot process.

Shareholder Information

Eligible shareholders as of the cut-off date of December 12, 2025, can participate in the e-voting process. The postal ballot notice is available on the company's website at www.dilipbuildcon.com and on stock exchange websites. Physical copies are not being sent in compliance with MCA circulars, with communication conducted entirely through electronic means.

Dilip Buildcon Limited (DBL), a prominent infrastructure company, has adjusted its financial projections for FY26 in response to slower-than-expected order inflows, while setting the stage for a potential recovery in FY27. The company has revised its revenue guidance for FY26 from INR 8,500 crores to INR 8,000 crores, reflecting the current market conditions.

Order Book and Revenue Outlook

Despite the challenging environment, DBL has secured orders worth INR 5,500 crores year-to-date against its full-year target of INR 15,000 crores. The company remains optimistic about achieving this target, which is expected to drive revenue growth in the coming fiscal year. Management anticipates revenues to potentially reach approximately INR 10,000 crores in FY27, indicating a possible turnaround.

Debt Reduction Strategy

The company's debt reduction timeline has been affected by the slower order inflows and reduced revenues. While DBL had initially planned to reduce its standalone debt by INR 500 crores this year, it now expects the debt to remain around INR 1,500 crores. However, the management has reaffirmed its commitment to debt reduction, projecting a potential decrease to INR 1,000 crores by FY27, contingent on the expected revenue growth.

Diversification and Long-Term Cash Flow Generation

DBL is actively diversifying its portfolio to enhance long-term cash flow generation. Key initiatives include:

1. Coal Mining Operations: The company's MDO (Mine Developer and Operator) projects at Siarmal and Pachwara are progressing. DBL expects to achieve a combined production of 32 million metric tons of coal in FY26, with plans to potentially scale up to 57 million metric tons by 2029.

2. Infrastructure Investment Trust (InvIT): DBL's InvIT, Anantam Highways, was recently listed on the NSE. The company has transferred 7 out of 18 assets to the InvIT, with plans to transfer the remaining assets over the next two years.

3. Solar Energy: DBL has entered the renewable energy sector, securing a 100-megawatt solar project and targeting 1 gigawatt of solar capacity in the coming year.

Financial Highlights

Outlook

While facing short-term challenges, Dilip Buildcon is positioning itself for potential long-term growth through strategic diversification and a focus on cash flow generation. The company's management expects that by FY27, over 75% of its profitability may come from long-term assets, potentially providing more stable and predictable earnings.

As DBL navigates through the current market conditions, investors will be closely watching its ability to secure new orders, execute ongoing projects efficiently, and achieve its revised financial targets for FY26 and beyond.