1. We have audited the accompanying standalone
financial statements of Delta Corp Limited (‘the
Company’), which comprise the Standalone Balance
Sheet as at 31^st March 2026, the Standalone Statement
of Profit and Loss (including Other Comprehensive
Income), the Standalone Statement of Cash Flow
and the Standalone Statement of Changes in Equity
for the year then ended, and notes to the standalone
financial statements, including material accounting
policy information and other explanatory information.

2. In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone financial statements give the
information required by the Companies Act, 2013
(‘the Act’) in the manner so required and give a true
and fair view in conformity with the Indian Accounting
Standards (‘Ind AS’) specified under section 133 of
the Act read with the Companies (Indian Accounting
Standards) Rules, 2015 and other accounting
principles generally accepted in India, of the state of
affairs of the Company as at 31^st March 2026, and
its loss (including other comprehensive income), its
cash flows and the changes in equity for the year
ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing specified under section 143(10)
of the Act. Our responsibilities under those standards
are further described in the Auditor’s Responsibilities
for the Audit of the Standalone Financial Statements
section of our report. We are independent of the

Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of
India (‘ICAI’) together with the ethical requirements
that are relevant to our audit of the standalone
financial statements under the provisions of the Act
and the rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Emphasis of Matter - Fair Valuation of Investee

Companies engaged in real money gaming business

4. We draw attention to the note 3 of the accompanying
standalone financial statements, which describes
the impact of the enactment of the Promotion and
Regulation of Online Gaming Act, 2025 by the
Government of India, which prohibits the operation
of online gaming businesses involving real-money
stakes, on the fair valuation of the Company’s
investments in certain entities carrying on aforesaid
business, resulting in ' 378.34 Crores recorded as
cumulative reduction in the respective fair values
through Other Comprehensive Income (OCI) during
the current year.

Our opinion is not modified in respect of this matter.

Key Audit Matters

5. Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. These matters were addressed
in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.

6. We have determined the matters described below to be the key audit matters to be communicated in our report.

Information other than the Standalone Financial

Statements and Auditor’s Report thereon

7. The Company’s Board of Directors are responsible for
the other information. The other information comprises
the information included in the Annual Report but
does not include the standalone financial statements
and our auditor’s report thereon. The Annual Report is
expected to be made available to us after the date of
this auditor’s report.

Our opinion on the standalone financial statements
does not cover the other information and we will not
express any form of assurance conclusion thereon.

In connection with our audit of the standalone
financial statements, our responsibility is to read the
other information identified above when it becomes
available and, in doing so, consider whether the
other information is materially inconsistent with the
standalone financial statements or our knowledge
obtained in the audit or otherwise appears to be
materially misstated.

When we read the Annual Report, if we conclude
that there is a material misstatement therein, we are
required to communicate the matter to those charged
with governance.

Responsibilities of Management andThose Charged with

Governance for the Standalone Financial Statements

8. The accompanying standalone financial statements
have been approved by the Company’s Board of
Directors. The Company’s Board of Directors are
responsible for the matters stated in section 134(5) of
the Act with respect to the preparation and presentation
of these standalone financial statements that give a
true and fair view of the financial position, financial
performance including other comprehensive income,
changes in equity and cash flows of the Company in
accordance with the Ind AS specified under section
133 of the Act and other accounting principles
generally accepted in India. This responsibility also
includes maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other
irregularities; selection and application of appropriate
accounting policies; making judgments and estimates

that are reasonable and prudent; and design,
implementation and maintenance of adequate internal
financial controls, that were operating effectively
for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
presentation of the financial statements that give a true
and fair view and are free from material misstatement,
whether due to fraud or error.

9. In preparing the standalone financial statements, the
Board of Directors is responsible for assessing the
Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless the Board of Directors either intends
to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

10. The Board of Directors is also responsible for
overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the

Standalone Financial Statements

11. Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that
an audit conducted in accordance with Standards on
Auditing will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in
the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these standalone financial statements.

12. As part of an audit in accordance with Standards
on Auditing, specified under section 143(10) of the
Act we exercise professional judgment and maintain
professional skepticism throughout the audit. We
also:

• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error, design
and perform audit procedures responsive to
those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material

misstatement resulting from fraud is higher
than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
control;

• Obtain an understanding of internal control
relevant to the audit in order to design audit
procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the
Act we are also responsible for expressing our
opinion on whether the Company has adequate
internal financial controls with reference to
financial statements in place and the operating
effectiveness of such controls;

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management;

• Conclude on the appropriateness of Board of
Directors’ use of the going concern basis of
accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company’s ability to
continue as a going concern. If we conclude
that a material uncertainty exists, we are
required to draw attention in our auditor’s report
to the related disclosures in the standalone
financial statements or, if such disclosures
are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence
obtained up to the date of our auditor’s report.
However, future events or conditions may cause
the Company to cease to continue as a going
concern; and

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

13. We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,

including any significant deficiencies in internal
control that we identify during our audit.

14. We also provide those charged with governance
with a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on
our independence, and where applicable, related
safeguards.

15. From the matters communicated with those charged
with governance, we determine those matters
that were of most significance in the audit of the
standalone financial statements of the current period
and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or
regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated
in our report because the adverse consequences of
doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

16. As required by section 197(16) of the Act, based
on our audit, we report that the Company has paid
remuneration to its directors during the year in
accordance with the provisions of and limits laid
down under section 197 read with Schedule V to the
Act.

17. As required by the Companies (Auditor’s Report)
Order, 2020 (‘the Order’) issued by the Central
Government of India in terms of section 143(11) of
the Act we give in the Annexure A a statement on the
matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

18. Further to our comments in Annexure A, as required
by section 143(3) of the Act based on our audit, we
report, to the extent applicable, that:

a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purpose of our audit of the accompanying
standalone financial statements;

b) Except for the matters stated in paragraph 18(i)
(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014
(as amended), in our opinion, proper books
of account as required by law have been kept
by the Company so far as it appears from our
examination of those books;

c) The standalone financial statements dealt with
by this report are in agreement with the books of
account;

d) In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
section 133 of the Act;

e) The matters described in paragraph 4 under
the Emphasis of Matter and paragraph 6 under
the "key audit matters section” w.r.t. contingent
liability for goods and service tax matters, in
our opinion, may have an adverse effect on the
functioning of the Company;

f) On the basis of the written representations
received from the directors and taken on record
by the Board of Directors, none of the directors
is disqualified as on 31^st March 2026 from being
appointed as a director in terms of section
164(2) of the Act;

g) The qualification relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph 18(b) above on
reporting under section 143(3)(b) of the Act
and paragraph 18(i)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended);

h) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company as on 31^st March
2026 and the operating effectiveness of such
controls, refer to our separate report in Annexure
B wherein we have expressed an unmodified
opinion; and

i) With respect to the other matters to be included
in the Auditor’s Report in accordance with rule
11 of the Companies (Audit and Auditors) Rules,
2014 (as amended), in our opinion and to the

best of our information and according to the

explanations given to us:

i. The Company, as detailed in note 33 to
the standalone financial statements, has
disclosed the impact of pending litigations
on its financial position as at 31^st March
2026;

ii. the Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at 31^st March 2026;

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company during the year ended 31^st
March 2026;

iv. a. The management has represented

that, to the best of its knowledge and
belief, as disclosed in note 53(iv) to
the standalone financial statements,
no funds have been advanced
or loaned or invested (either from
borrowed funds or securities
premium or any other sources or kind
of funds) by the Company to or in
any person(s) or entity(ies), including
foreign entities (‘the intermediaries’),
with the understanding, whether
recorded in writing or otherwise,
that the intermediary shall, whether,
directly or indirectly lend or invest in
other persons or entities identified
in any manner whatsoever by or
on behalf of the Company (‘the
Ultimate Beneficiaries’) or provide
any guarantee, security or the like on
behalf the Ultimate Beneficiaries;

b. The management has represented
that, to the best of its knowledge and
belief, as disclosed in note 53(iv) to
the standalone financial statements,
no funds have been received by
the Company from any person(s) or
entity(ies), including foreign entities
(‘the Funding Parties’), with the
understanding, whether recorded in

writing or otherwise, that the Company
shall, whether directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(‘Ultimate Beneficiaries’) or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;
and

c. Based on such audit procedures

performed as considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
management representations under
sub-clauses (a) and (b) above contain
any material misstatement.

v. a. The final dividend paid by the

Company during the year ended

31^st March 2026 in respect of such
dividend declared for the previous
year is in accordance with section
123 of the Act to the extent it applies
to payment of dividend.

b. As stated in note 46 to the

accompanying standalone financial
statements, the Board of Directors

of the Company have proposed
final dividend for the year ended
31^st March 2026 which is subject to
the approval of the members at the
ensuing Annual General Meeting. The
dividend declared is in accordance
with section 123 of the Act to the
extent it applies to declaration of
dividend.

vi. As stated in Note 54 to the standalone
financial statements and based on our
examination which included test checks,
except for instances mentioned below,
the Company, in respect of financial year
commencing on or after 1^st April 2025, has
used accounting software for maintaining
its books of account which have a feature
of recording audit trail (edit log) facility and
the same have been operated throughout
the year for all relevant transactions
recorded in the software. Further, during
the course of our audit we did not come
across any instance of audit trail feature
being tampered with. Furthermore, except
for instances mentioned below, the audit
trail has been preserved by the Company
as per the statutory requirements for record
retention.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

Khushroo B. Panthaky
Partner

Membership No.: 042423
UDIN: 26042423AUWMUD2713

Place: Mumbai
Date: 22^nd April 2026