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You can view full text of the latest Director's Report for the company.

BSE: 532848ISIN: INE124G01033INDUSTRY: Amusement Parks/Recreation

BSE   ` 81.93   Open: 83.01   Today's Range 81.65
83.26
-0.99 ( -1.21 %) Prev Close: 82.92 52 Week Range 76.73
141.85
Year End :2025-03 

Your Directors have pleasure in presenting the thirty-fourth (34th) Directors’ Report of Delta Corp Limited ("the Company”)
along with the audited financial statements for the financial year ended 31st March, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Certain key aspects of your Company’s performance during the financial year ended 31st March, 2025 as compared
to the previous financial year are summarised below:

(' in Crores)

Particulars

Standalone

Consolidated

Year Ended
31st March, 2025 31st

Year Ended
March, 2024 31st

Year Ended
March, 2025

*Year Ended
31st March, 2024

Gross Income from Operations

574.64

635.66

731.76

850.77

Less : Intragroup Transactions

-

-

2.13

2.50

Income from Operations

574.64

635.66

729.63

848.27

Other Income

45.19

39.09

57.08

53.92

Total Income

619.83

674.75

786.71

902.19

Profit before Interest, Depreciation and Tax

243.73

313.81

244.17

359.92

Finance Cost

(3.75)

(5.26)

(5.51)

(10.53)

Profit before Depreciation and Taxes

239.98

308.55

238.66

349.39

Depreciation & Amortization Expenses

(33.51)

(37.04)

(49.78)

(56.21)

Total Tax Expenses

(78.15)

(76.93)

(84.06)

(82.70)

Exceptional Items

56.99

58.86

213.22

55.66

Minority Interest & Profit from Associate Company

-

-

(0.62)

0.52

Profit for the year from Continuing Operations

185.31

253.44

317.42

266.66

Discontinued Operations

Profit/(loss) from discontinued operations before tax

-

-

(64.97)

(23.57)

Tax expense of discontinued operations

-

-

(3.46)

1.14

Profit/(loss) from discontinued operations

-

-

(68.43)

(22.43)

Profit for the Year

185.31

253.44

248.99

244.23

*Note: The consolidated figures for 31st March, 2024 are restated on account of discontinued operations. For further
details please refer notes to the accounts.

The standalone gross revenue from operations for
financial year 2024-25 was ' 574.64 Crores (previous
year: ' 635.66 Crores). The operating profit before tax
stood at ' 206.47 Crores as against ' 271.51 Crores
in the previous year. The net profit after tax for the
year stood at ' 185.31 Crores against ' 253.44 Crores
reported in the previous year.

The consolidated gross revenue (including intragroup
transactions) from operations for financial year
2024-25 was ' 731.76 Crores (previous year: ' 850.77
Crores), the consolidated operating profit before tax
stood (for continued operations) at ' 188.88 Crores
(previous year: ' 293.18 Crores). The consolidated
profit after tax stood at ' 248.99 Crores (previous
year: ' 244.23 Crores).

2. DIVIDEND

Your Directors recommend final dividend of
' 1.25/- per equity share (i.e. 125%) of face
value of ' 1/- each, for the financial year ended
31st March, 2025, for approval of the Members at the
ensuing Annual General Meeting. For this purpose
Friday, 8th August, 2025 has been fixed as the Record
Date for ascertaining entitlement for the payment of
final dividend.

Members are requested to note that pursuant to the
provisions of Finance Act, 2020, the Company would
be required to deduct tax at source (‘TDS’) at the
prescribed rates.

In this regard, the Company will be sending an
email communication to all the Shareholders whose
email addresses are registered with the Company/
Depositories and physical letters to other shareholders
explaining the process on withholding tax from
dividends paid to the shareholders at prescribed rates.

The board of directors of your Company has approved
and adopted the dividend distribution policy and
dividends declared/recommended during the year
are in accordance with the said policy.

The dividend distribution policy is available on
the weblink
http://www.deltacorp.in/pdf/dividend-
Distribution-Policv.pdf.

3. SHARE CAPITAL

There was no change in the Company’s share capital
during the year under review.

The Company’s paid up share capital is
' 26,77,71,097/- comprising of 26,77,71,097 equity
shares of ' 1/- each.

4. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)

(a) of the Companies Act, 2013 (the Act), the Annual
Return as on 31st March, 2025 is available on the
Company’s website at the
https://deltacorp.in/pdf/
annual-return/Annual-Return-2025.pdf

5. NUMBER OF MEETINGS OF THE BOARD

The board met eight (8) times during the financial
year 2024-25. The particulars of meetings held
and attended by each Director are detailed in the
Corporate Governance Report, which forms part of
this Report.

6. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. in the preparation of the annual accounts for
financial year ended 31st March, 2025, the
applicable accounting standards have been
followed and there are no material departures;

ii. they had selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent
so as to give a true and fair view of the state of
affairs of the Company at the end of the financial
year and of the profit of the Company for that
period.

iii. they had taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities.

iv. they had prepared the annual accounts on a
‘going concern’ basis.

v. they had laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and
have been operating efficiently.

vi. they had devised proper systems to ensure
compliance with provisions of all applicable
laws and that such systems were adequate and
operating effectively.

7 DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have
submitted the declaration of Independence as required
under Section 149(7) of the Act and Regulation
25(8) of the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations”), confirming
that they meet the criteria of independence under
Section 149(6) of the Act and Regulation 16 (1)(b)
of the Listing Regulations as amended from time to
time. The Independent Directors have also confirmed
that they have complied with the Company’s Code of
Business Conduct & Ethics.

In compliance with the rule 6(1) of the Companies
(Appointment and Qualification of Directors) Rules,
2014, all the Independent Directors have registered
themselves with the Indian Institute of Corporate
Affairs.

8. POLICY ON DIRECTORS’ APPOINTMENT
AND REMUNERATION

The policy of the Company on Directors’ appointment
and remuneration including criteria for determining
qualifications, positive attributes, independence
of a Director and other matters provided under
sub-section (3) of Section 178 of the Act and
Regulation 19 of Listing Regulations is appended as
Annexure I to this Report and is available on the
company’s website at
https://deltacorp.in/pdf/
Nomination-and-Renumeration-Policv.pdf

9. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186 OF
THE ACT

The Company falls within the scope of the definition
of infrastructure company as provided by the Act.
Accordingly, the Company is exempt from the
provisions of Section 186 of the Act with regards to
loans, guarantees and investments.

10. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2024-25, your Company
has entered into transactions with related parties as
defined under Section 2(76) of the Act and Rules
made thereunder and Regulation 23 of the Listing
Regulations. During the financial year 2024-25, the
Company has not entered into transactions with related
parties which qualify as material transactions as per

the Listing Regulations. All transactions with related
parties were reviewed and approved by the Audit
Committee and were in compliance with the applicable
provisions of the Act and the Listing Regulations.

The details of related party transactions as required
under IND AS-24 are set out in notes to accounts to
the standalone financial statements forming part of
this Annual Report.

The policy on Related Party Transactions is available
on the Company’s website at:
http://www.deltacorp.
in/pdf/related-party-transaction-policy.pdf.

There are no transactions to be reported in Form
AOC-2.

11. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There are no material changes and commitments
affecting the financial position of the Company
subsequent to close of the financial year 2024-25 till
the date of this report.

12. OTHER SIGNIFICANT EVENTS

(a) GST Notice

The Company along with its subsidiaries in the
financial year 2022-23 had received show-cause
notices from the Directorate General of GST
Intelligence for alleged short payment of Goods
and Service Tax (GST) aggregating to ' 23,207.30
Crores. Out of which, ' 6,384.32 Crores was
attributed to Deltatech Gaming Limited (DGL)
which ceased to be a subsidiary of the Company
w.e.f. 24th March, 2025 and consequent to stake
sale in DGL, the GST liability has been capped at
' 34.80 Crores.

For further information kindly refer Standalone
Auditors Report of the Company.

(b) Subscription of Equity Shares and Unsecured
Compulsorily Convertible Debentures
(“CCDs”) of Peninsula Land Limited

The board of directors of the Company vide
its resolution dated 30th November, 2023 had
approved the subscription of 1,50,00,000
(One Crore Fifty Lakhs) equity shares of face
value of ' 2/- each and 77,27,000 (Seventy

Seven Lakhs Twenty Seven Thousand) 0%
unsecured compulsorily convertible debentures
(CCDs) having face value of ' 44/- each of
Peninsula Land Limited (PLL). The aforesaid
CCDs were converted into 77,27,000 (Seventy
Seven Lakhs Twenty Seven Thousand) equity
shares of PLL on 16th April, 2025. Post this
conversion, the Company holds 2,27,75,000
(Two Crores Twenty Seven Lakhs Seventy Five
Thousand) equity shares constituting 6.87% of
paid-up capital of PLL.

(c) Shifting of Registered Office of the Company

The board of directors of the Company on receipt
of approval from Regional Director, Western
Region, vide resolution passed by circulation
dated 1st October, 2024 have approved to
shift the registered office of the Company from
10, Kumar Place, 2408, General Thimayya Road,
Pune - 411001, Maharashtra, India to Delta
House, Plot No 12, Hornby Vellard Estate, Dr.
Annie Besant Road, Next to Copper Chimney,
Worli, Mumbai - 400018, Maharashtra, India
with effect from 1st October, 2024.

(d) Filing of Composite Scheme of Arrangement

The board of directors of the Company at its
meeting held on 24th September, 2024 has
approved the draft Composite Scheme of
Arrangement between the Company and Delta
Penland Private Limited ("DPPL”) and their
respective shareholders and creditors under
Sections 230 to 232 read with Section 66 of the
Companies Act, 2013 ("Scheme”). Pursuant to
the Scheme, the Hospitality and Real Estate
Business (as defined in the Scheme), including
the project proposed to be developed in
Dhargalim, Goa ("Dhargal Project”) was to
be demerged into DPPL, i.e. the Resulting
Company. The Dhargal Project is a significant
part of the Company’s growth strategy in the
hospitality and real estate sector.

Further, the board of directors of the Company
at its meeting held on 06th December, 2024
discussed, deliberated and reviewed the
future prospects of the Hospitality and Real
Estate Business and particularly, the funding
of the upcoming Dhargal Project. Taking into
consideration the requirements for efficient

growth of the Dhargal Project, the board was of
the opinion that the Dhargal Project is far more
financially and operationally optimized by being
segregated into a wholly owned subsidiary
of DPPL. This will enable raising capital in the
form of equity and/or debt and have a focused
approach for the development of the said
project. Thus, the board decided to revise the
abovementioned Scheme and provide for the
demerger of the Dhargal Project into Deltin
Hotel & Resorts Private Limited ("DHRPL”), a
wholly-owned subsidiary of DPPL, while the
remaining Hospitality and Real Estate Business
shall be demerged into DPPL. Further, the board
also decided to amalgamate Deltin Cruises and
Entertainment Private Limited ("DCEPL”), a step-
down wholly-owned subsidiary of the Company,
with the Company.

Accordingly, the board has approved the revised
Composite Scheme of Arrangement amongst
the Company, DHRPL, DPPL, DCEPL and their
respective shareholders and creditors under
Sections 230 to 232 read with Section 66 and
other applicable provisions of the Act ("Revised
Scheme”).

Necessary applications and filings have been
made with the stock exchanges i.e. BSE Limited
and National Stock Exchange of India, and the
Company has received the observation letter
from both the stock exchanges on 31st July,
2025.

(e) Disposal of Deltatech Gaming Limited (“DGL”),
material and wholly owned subsidiary of the
Company

The board of directors at its meeting held on
20th February, 2025 and shareholders at its
general meeting held on 21st March, 2025,
have approved the disposal of DGL, material
and wholly owned subsidiary of the Company.
The Company and DGL, has entered into
agreements with Head Digital Works Private
Limited ("Head Digital”) pursuant to which Head
Digital has acquired 51% of the shareholding in
DGL and subsequently, DGL will merged with
Head Digital. Pursuant to this transaction, post
the merger, the Company will hold 5.7% of the
shareholding in Head Digital.

13. PARTICULARS REGARDING CONSERVATION
OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

The particulars in respect of conservation of energy,
technology absorption and foreign exchange earnings
and outgo, as required under Section 134(3)(m) of the
Act read with the Companies (Accounts) Rules, 2014
is appended as
Annexure II to this Report.

14. BUSINESS RISK MANAGEMENT

The board of directors of the Company has
constituted a Risk Management Committee to frame,
implement and monitor the risk management plan
for the Company. The Company has a robust Risk
Management framework to identify, evaluate business
risks and opportunities. This framework seeks to
create transparency, minimize adverse impact on
the business objectives and enhance the Company’s
competitive advantage. The Composition of the
Committee is in compliance with Regulation 21 of the
Listing Regulations.

The business risk framework defines the risk
identification and its management approach
across the enterprise at various levels including
documentation and reporting. The framework helps in
identifying risks trend, exposure and potential impact
analysis on a Company’s business.

15. CORPORATE SOCIAL RESPONSIBILITY

The board of directors of the Company has constituted
a Corporate Social Responsibility (CSR) Committee
in accordance with Section 135 of the Act and rules
framed thereunder. The brief outline of the CSR policy
of the Company and the initiatives undertaken by the
Company on CSR activities during the year under
review are set out in
Annexure III of this report in the
format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014. The CSR policy
is available on the Company’s website at:
https://
deltacorp.in/pdf/Corporate-Social-Responsibility-
Policy-and-Composition.pdf

16. VIGIL MECHANISM

The Company has adopted Vigil Mechanism and
Whistle Blower Policy for Employees and Stakeholders
in compliance with the provisions of Section 177(10) of
the Act and Regulation 22 of the Listing Regulations,
to report genuine concerns and to provide for
adequate safeguards against victimization of persons

who may use such mechanism. During the year no
personnel of the Company was denied access to the
Audit Committee. The said policy is also available on
the Company’s website at
https://deltacorp.in/pdf/
whistle-blower-policv.pdf

17. ANNUAL EVALUATION OF PERFORMANCE
OF THE BOARD

Pursuant to the provisions of the Act and Regulation
19 of the Listing Regulations, the board has carried
out an annual evaluation of its own performance,
performance of the directors as well as the evaluation
of the working of its committees.

The Nomination, Remuneration and Compensation
Committee ("NRC Committee”) has defined the
evaluation criteria for the board, its committees and
directors.

The board’s functioning was evaluated after taking
inputs from the directors on various aspects, including
inter alia degree of fulfillment of key responsibilities,
board structure and composition, establishment and
delineation of responsibilities to various committees,
effectiveness of board processes, information and
functioning.

The committees of the board were evaluated after
taking inputs from the committee members on the
basis of criteria such as degree of fulfillment of key
responsibilities, adequacy of committee composition
and effectiveness of meetings.

The board reviewed the performance of the
individual directors on aspects such as attendance
and contribution at board/committee meetings and
guidance/support to the management outside board/
committee meetings. In addition, the Chairman was
also evaluated on key aspects of his role, including
setting the strategic agenda of the board, encouraging
active engagement by all board members.

The performance evaluation of the independent
directors was carried out by the entire board, excluding
the director being evaluated. The performance
evaluation of the Chairman and the non-independent
directors was carried out by the independent directors
who also reviewed the performance of the board as a
whole.

In a separate meeting of independent directors,
performance of non-independent directors, the board
and the Chairman was evaluated.

18. SUBSIDIARY, JOINT VENTURE AND
ASSOCIATE COMPANIES

During the year under review:

• Delta Penland Private Limited was incorporated
as a wholly owned subsidiary on 24th April, 2024
which was subsequently converted to a public
company.

• The Company entered into a joint venture with
Alpha Alternatives Fund Advisors LLP and PLL
and in view of the same acquired 11.76% equity
shares in Harborpeak Real Estate Private Limited
on 24th June, 2024.

• Delta Offshore Developers Limited, Mauritius,
ceased to be a subsidiary on account of voluntary
liquidation.

• Deltatech Gaming Limited ceased to be the
subsidiary of the Company on account of stake
sale effect from 24th March, 2025.

During the year, the board of directors reviewed
the affairs of the subsidiaries, associates and joint
venture. In accordance with Section 129(3) of the Act
and Listing Regulations, the Company has prepared
consolidated financial statements of the Company
and all its subsidiaries, which form part of the Annual
Report. A statement containing the performance and
financial position of the subsidiaries and associate
companies of the Company as required under Rule 5
of the Companies (Accounts) Rules, 2014 is provided
as Annexure-A (AOC-1) in the financial statement and
hence not repeated here for the sake of brevity.

In accordance with Section 136 of the Act, the audited
financial statements, including the consolidated
financial statements and related information of
the Company and audited accounts of each of its
subsidiaries, are available on Company’s website
www.deltacorp.in.

The policy for determining material subsidiaries is
available on the Company’s website at:
http://www.
deltacorp.in/pdf/policy-for-determining-material-
subsidiaries.pdf.

19. DETAILS RELATINGTO DEPOSITS, COVERED
UNDER CHAPTER V OF THE ACT

The Company has neither accepted nor renewed any
deposits during the financial year 2024-25 in terms of
Chapter V of the Act.

20. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS AFFECTING THE GOING
CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed
by the Regulators/Courts which would impact the
going concern status of the Company and its future
operations.

21. INTERNAL CONTROL WITH REFERENCE TO
FINANCIAL STATEMENTS

The Company’s internal control systems are
commensurate with the nature of its business and
the size and complexity of its operations, and such
internal financial controls with reference to the
financial statements are adequate.

22. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

In accordance with the provisions of the Section
152(6)(e) of the Act, Mr. Ashish Kapadia will retire by
rotation at the ensuing Annual General Meeting (AGM)
and being eligible, offers himself for re-appointment.

The 2nd term of Independent Directors Ms. Alpana
Chinai, Mr. Rajesh Jaggi and Mr. Ravinder Kumar Jain
expired on 27th July, 2024.

On recommendation of NRC Committee, the board
of directors had appointed Mr. Pankaj Razdan and
Ms. Tara Subramaniam as additional Independent
Directors of the Company for the 1st term of five years
with effect from 09th July, 2024 to 8th July, 2029 and
appointed as Independent Directors of the Company
at the AGM held on 23rd August, 2024, in accordance
with the provisions of the Act and Rules made
thereunder.

The second term of five years of Dr. Vrajesh Udani as
Non-executive Independent Director of the Company
expired on 9th March, 2025. On recommendation
of NRC Committee, the board of directors of the
Company at its meeting held on 20th February, 2025
had appointed Dr. Vrajesh Udani as an Additional
Non-executive Non-independent Director of the
Company with effect from 10th March, 2025 whose
appointment was confirmed at the extra ordinary
general meeting held on 21st March, 2025, in
accordance with the provisions of the Act and Rules
made thereunder.

On recommendation of NRC Committee, the board
of directors of the Company at its meeting held
on 22nd April, 2025 had re-appointed Mr. Chetan
Desai as an Independent Director of the Company
for second term of five (5) consecutive years w.e.f.
17th August, 2025 upto 16th August, 2030 and
continuation of his appointment beyond 14th January,
2026, as an Independent Director of the Company on
account of his attaining the age of 75 years on the
said date, which was subsequently approved by the
shareholders on 29th May, 2025 through postal ballot
with e-voting.

23. AUDITORS

1. Statutory Auditor

M/s. Walker Chandiok & Co. LLP, Chartered
Accountants (Firm Registration No: 001076N/
N500013), were re-appointed as Statutory
Auditors of the Company for second term at the
30th AGM till the conclusion of the 35th AGM to
be held in the year 2026.

There are no qualifications, reservations or
adverse remarks or disclaimers made by
Statutory Auditor of the Company, in audit report.

2. Secretarial Auditor

Pursuant to the provisions of Regulation
24A of the SEBI Listing Regulations and in
accordance with Section 204 of the Act, basis
recommendation of the Board, the Company is
required to appoint Secretarial Auditor, with the
approval of the members at its AGM. In view of
the aforesaid, Audit Committee and the Board
of Directors of the Company has recommended
the appointment of M/s. A. K. Jain & Co.,
Company Secretaries (Membership No. 6058)
as the Secretarial Auditor of the Company for a
period of five (5) consecutive years, i.e. to hold
office from the conclusion of ensuing 34th AGM
till the conclusion of 39th AGM to be held in the
calendar year 2030, subject to approval of the
members at the ensuing AGM of the Company,
to undertake secretarial audit as required under
the Act and SEBI Listing Regulations and issue
the necessary secretarial audit report.

M/s. A. K. Jain & Co., Company Secretaries
(Membership No. 6058) have confirmed that
their appointment, if made, will comply with
the eligibility criteria in terms of SEBI Listing

Regulations.

Further, pursuant to the provisions of Section 204
of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the board of directors of the Company
have appointed M/s. A. K. Jain & Co., Company
Secretaries in Practice to undertake the Secretarial
Audit of the Company for the year ended
31st March, 2025. The Secretarial Audit Report is
appended as
Annexure IV to this Report.

There are no qualifications, reservations or
adverse remarks or disclaimers made by
Secretarial Auditor of the Company, in secretarial
audit report.

As per the requirements of the Listing
Regulations, Secretarial Auditors of the
unlisted material subsidiaries of the Company
have undertaken secretarial audit of such
subsidiaries for financial year ended 31st March,
2025. The Secretarial Audit Reports of such
unlisted material subsidiaries viz. Deltatech
Gaming Limited* and Highstreet Cruises and
Entertainment Private Limited is appended as
Annexure V & VI and available on Company’s
website at
https://deltacorp.in/material-
subsidiaries-financial-year-2024-25.html

*Deitatech Gaming Limited ceased to be
subsidiary w.e.f. 24th March, 2025.

24. REPORTING OF FRAUDS

There was no instance of fraud during the year
under review, which required the Statutory Auditors
to report to the audit committee and/or board under
Section 143(12) of Act and Rules framed thereunder.

25. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

As per Regulation 34(2) read with Schedule V of the
Listing Regulations, Management Discussion and
Analysis Report are provided in a separate section
and form an integral part of this Annual Report.

26. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

The Company endeavors to cater to the needs of the
communities it operates in thereby creating maximum
value for the society along with conducting its business

in a way that creates a positive impact and enhances
stakeholder value. As per Regulation 34(2)(f) of the
Listing Regulations, the BRSR depicting initiatives
taken by the Company from an environmental, social
and governance perspective forms part of this Annual
Report.

27 CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the
Listing Regulations, a separate section on corporate
governance practices followed by the Company,
together with a certificate from the Practicing
Company Secretary confirming compliance with the
conditions of Corporate Governance forms an integral
part of this Annual Report.

28. AUDIT COMMITTEE OF THE COMPANY

The composition of the audit committee is in
compliance with the requirements of Section 177 of
the Act, Regulation 18 of the Listing Regulations as
amended from time to time and guidance note issued
by Stock Exchanges. The details of the composition
of the audit committee are detailed in the Corporate
Governance Report, which forms part of this Annual
Report.

29. PARTICULARS OF EMPLOYEES

Details of employees as required under the provisions
of Section 197(12) of the Act, read with rule 5(2) and
5(3) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, will be made
available to any shareholder on a request in writing or
by email on
secretarial@deltin.com.

The disclosures in terms of the provisions of
Section 197(12) of the Act, read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in
Annexure VII to this Report.

30. EMPLOYEES STOCK OPTION SCHEME AND
EMPLOYEES STOCK APPRECIATION RIGHTS
PLAN

As required in terms of Regulation 14 of the Securities
and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2021 and in terms of Rule 12 of
Companies (Share Capital and Debentures) Rules,
2014, the disclosures relating to DELTA CORP ESOS
2009 and Delta Employees Stock Appreciation Rights
Plan 2019 are given in
Annexure VIII to this Report.

31. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013 AND MATERNITY
BENEFIT ACT, 1961:

The Company has complied with the provisions
relating to constitution of Internal Complaints
Committee and has Anti-Sexual Harassment policy
pursuant to the provisions of the Sexual Harassment
of Woman at Workplace (Prevention, Prohibition &
Redressal) Act, 2013.

Disclosure in relation to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (POSH) is mentioned below:

a. Number of complaints of sexual harassment
received in the year : Nil

b. Number of complaints disposed off during the
year : Nil

c. Number of cases pending for more than 90
days : Nil

Also, the Company is in compliance with the Maternity
Benefit Act, 1961 as amended from time to time.

32. COMPLIANCE OF THE SECRETARIAL
STANDARDS

During the financial year, the Company has complied
with the applicable Secretarial Standards i.e. SS-1
and SS-2 as issued by the Institute of the Company
Secretaries of India.

33. DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

There are no applications made or any proceeding
pending against the Company under Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the
financial year.

34. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section
148(1) of the Act and rules made thereunder are not

applicable for the business activities carried out by
the Company.

35. DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF

There are no instances of one time settlement during
the financial year.

36. TRANSFER OF UNCLAIMED / UNPAID
AMOUNTS AND SHARES TO THE INVESTOR
EDUCATION AND PROTECTION FUND

In accordance with the provisions of the Section 124
and 125 of the Act, read with Investor Education
Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, as amended (IEPF Rules),
the dividends, unclaimed for a period of seven years
from the date of transfer to the Unpaid Dividend
Account of the Company are liable to be transferred
to the IEPF.

The IEPF Rules mandate Companies to transfer
shares of Members whose dividends remain unpaid/
unclaimed for a continuous period of seven years to
the demat account of IEPF Authority. The Members
whose dividend/shares are transferred to the IEPF
Authority can claim their shares/dividend from the
Authority. In accordance with the said IEPF Rules and

its amendments, the Company had sent notices to
all the Shareholders on 1st July, 2025, whose shares
were due to be transferred to the IEPF Authority and
simultaneously published newspaper advertisement.

The Company has appointed a Nodal Officer
under the provisions of IEPF, the details of which
are available on the website of the Company at
www.deltacorp.in.

The details of unpaid and unclaimed amounts lying
with the Company are available on the Company’s
website at
www.deltacorp.in.

37. ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation
for the co-operation received from shareholders,
bankers and other business constituents during the
year under review. Your Directors also wish to place
on record their deep sense of appreciation for the
commitment displayed by all executives, officers and
staff, for better performance of the Company during
the year.

For and on behalf of the Board of Directors

Jaydev Mody
Chairman
DIN:00234797

Place: Mumbai
Date: 04th August, 2025