Your Directors have pleasure in presenting the thirty-fifth (35^th) Directors’ Report of Delta Corp Limited ("the Company”)
along with the audited financial statements for the financial year ended 31^st March, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Certain key aspects of your Company’s performance during the financial year ended 31^st March, 2026 as compared
to the previous financial year are summarised below:

(' in Crores)

The standalone gross revenue from operations for
financial year 2025-26 was ' 499.97 Crores (Previous
Year: ' 574.64 Crores). The profit before exceptional
items and tax stood at ' 153.28 Crores as against
' 206.47 Crores in the Previous Year. The Net Profit
after tax for the year stood at ' 118.21 Crores against
' 185.31 Crores reported in the Previous Year.

The Consolidated Gross Revenue (Including
Intragroup transactions) from operations for financial
year 2025-26 was ' 690.19 Crores (Previous Year:
' 731.76 Crores), The Consolidated Operating Profit
before share of profit /(loss) of associates, exceptional
items and tax stood (for continued operations) at
' 118.48 Crores (Previous Year: ' 188.88 Crores). The
Consolidated Profit after tax stood at ' 85.29 Crores
(Previous Year: ' 248.99 Crores).

2. DIVIDEND

Your Directors recommend final dividend of
' 0.50/- per equity share (i.e. 50%) of face value of
' 1/- each, for the financial year ended 31^st March,
2026, for approval of the Members at the ensuing
Annual General Meeting. For this purpose Monday,
17^th August, 2026 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 weblinkhttp://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 31^st March, 2026 is available on the
Company’s website at the linkhttps://deltacorp.in/
pdf/annual-return/Annual-Return-2026.pdf

5. NUMBER OF MEETINGS OF THE BOARD

The board met five (5) times during the financial
year 2025-26. 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

Pursuant to Section 134(5) of the Act, the Board, based
on representations received from the Management,
and the processes involving the Company’s statutory
and internal audit functions, and to the best of its
knowledge, ability, and due inquiry, confirms that:

i. In preparation of the annual accounts, applicable
accounting standards have been followed and
proper explanation for any material departures
has been provided.

ii. Applicable accounting policies have been
selected and applied consistently in order to
form views/make judgments and estimates that
are reasonable and prudent. This is intended to
facilitate a true and fair view of the state of affairs
of the Company at the end of financial year 2026
including profit of the Company for that period.

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

iv. Annual accounts have been prepared on a
going concern basis.

v. Internal Financial Controls (IFCs) to be followed
by the Company have been laid down and such
IFCs are adequate and operating effectively.

vi. Proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and such systems are 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 athttps://deltacorp.in/pdf/
Nomination-and-Renumeration-Policy.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 under Schedule
VI of 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 2025-26, 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 2025-26, there
were transactions between related parties which
qualified as material transactions pursuant to the
Listing Regulations.

Form No. AOC-2 containing the details of contracts/
arrangements/ transactions as specified above
between related parties is appended as Annexure II
to this Report.

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:https://deltacorp.in/pdf/
related-party-transaction-policy.pdf

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 2025-26 till
the date of this report other than those specified in this
report.

a) The Deltin, Daman

The Writ Petition No. 317 of 2019 filed before
the Hon’ble Bombay High Court inter-alia
seeking a direction that license be granted
under Section 13A of the Goa, Daman and Diu
Public Gambling Act, 1976 to install games of
electronic amusement/slot machines at the
Deltin Hotel, has been dismissed by the Hon’ble
Bombay High Court vide an order dated 29^th
April, 2026. The impact of this order on financial
position of the Company is not ascertainable
as of now. The Company is evaluating its legal
options in this regard.

b) GST Notices

The Company and its subsidiaries had received
show cause notices from Directorate General
of GST Intelligence for alleged short payment
of Goods and Service Tax (GST). For further
details please refer contingent liability section
of consolidated note to accounts. The Company
along with its subsidiaries had filed Writ Petitions
for the same.

The Hon’ble Supreme Court has pronounced
its order in the matters relating to the show
cause notices issued to the Company and its
subsidiaries for short payment of goods and
services tax. Based on the order of Hon’ble
Supreme Court, we understand that the basis
of computation of revenue for the determination
of GST that the Company had adopted since
October 2023, will be applicable retrospectively
for the period between July 2017 to September
2023 as well.

This would be a favourable outcome for us as
the levy of GST would accordingly not be on
the amount of gross bet value of all games
played during the relevant period (which had
the effect of notionally multiplying the revenue
and consequently the GST payable on it), but
would be on the amount received from players
for the chips sold to them. The impact of this
order on financial position of the Company is not
ascertainable as of now.

12. OTHER EVENTS TILL THE DATE OF THIS
REPORT

i. Status of Composite Scheme of Arrangement

During the year, on 31^st July, 2025, BSE Limited
and the National Stock Exchange of India
Limited, issued observation letters in relation
to the Composite Scheme of Arrangement
amongst Delta Corp Limited ("Company” or
"Demerged Company” or "Transferee Company”
or "DCL”), Deltin Hotel & Resorts Private Limited
("DHRPL”), Delta Penland Limited ("DPL”),
and Deltin Cruises and Entertainment Private
Limited ("Transferor Company” or "DCEPL”),
and their respective shareholders and creditors
("Scheme”), pursuant to the provisions of
Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013 ("Act”).

Pursuant to the Order dated 18^th June, 2026
passed by the Hon’ble National Company Law
Tribunal, Mumbai Bench ("Tribunal”) ("Tribunal
Order”), separate meetings of the Equity
Shareholders and Unsecured Creditors of the
Company have been convened to consider and,
if deemed appropriate, approve the proposed
Scheme. Upon obtaining the requisite approvals,
the Company shall undertake all further actions
necessary for implementation of the Scheme in
accordance with the applicable provisions of

the Act and the rules made thereunder, as well
as the directions contained in the Tribunal Order.

(ii) The Company undertook a measured
rationalisation of its operating portfolio by
discontinuing certain smaller businesses viz;
Deltin Zuri at Goa, January, 2026 and Deltin
Denzong, at Sikkim, May, 2026 as they were no
longer commercially viable under the revised
taxation framework.

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 III 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 IV 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-
responsibilitv-policv-and-composition.pdf

16. VIGIL MECHANISM

The Company has adopted Vigil Mechanism and
Whistle Blower Policy for Directors and Employees 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 athttps://deltacorp.in/pdf/
whistle-blower-policy.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,
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, Managing Director and the Chairman was
evaluated.

18. SUBSIDIARY, JOINT VENTURE AND
ASSOCIATE COMPANIES

During the year under review no Company has
become or ceased to be subsidiary, joint venture
and associate Company except Deltatech Gaming
Limited which ceased to be an associate with effect
from 1^st July, 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 2025-26 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, other than those specified in this Report.

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. Jaydev Mody (DIN:- 00234797)
will retire by rotation at the ensuing Annual General
Meeting (AGM) and being eligible, offers himself for
re-appointment.

23. AUDITORS

1. Statutory Auditor

The second term of M/s Walker Chandiok &
Co. LLP, Chartered Accountants (Firm Reg.
No. 001076N/N500013) as Statutory Auditors of
the Company is expiring at the ensuing Annual
General Meeting (AGM).

The board of directors of the Company at its
meeting held on 22^nd April, 2026 have approved
appointment of M/s. M S K C & Associates LLP,
Chartered Accountant (Firm Registration No.
001595S/S000168) as Statutory Auditors of the
Company for a period of 5 (five) consecutive
years from the conclusion of the 35^th Annual
General Meeting till the conclusion of the 40^th
Annual General Meeting to be held in the year
2031, subject to the approval of members in
ensuing AGM.

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

2. Secretarial Auditor

The Members at the 34^th Annual General Meeting
held on 11^th September, 2025, appointed M/s. A.
K. Jain & Co, Practicing Company Secretaries
(Membership Number: 6058) as Secretarial
Auditors of the Company for a period of 5 years
from FY2025-26 to FY2029-30.

The Secretarial Auditors have confirmed that they
have subjected themselves to the peer review
process of Institute of Company Secretaries of
India (ICSI) and hold valid certificate issued by
the Peer Review Board of the ICSI.

The Board/ Audit Committee reviews the
independence and objectivity of the Secretarial
Auditors and the effectiveness of the Audit
process.

The Secretarial Audit Report for the Financial
Year ended 31^st March, 2026, issued by the
Secretarial Auditor, does not contain any
qualification, reservation, adverse remark or
disclaimer. The said Report is annexed to this
Board’s Report as Annexure V.

As per the requirements of the Listing
Regulations, Secretarial Auditor of the unlisted
material subsidiary of the Company has
undertaken secretarial audit of such subsidiary
for financial year ended 31^st March, 2026.
The Secretarial Audit Report of such unlisted
material subsidiary i.e. Highstreet Cruises and
Entertainment Private Limited is appended
as Annexure VI and available on Company’s
website at:https://deltacorp.in/pdf/Secretarial-
Audit/2025-2026/Highstreet-Cruises-and-
Entertainment-Private-Limited.pdf

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 and 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 which has been
assured by "General Carbon Advisory Services
Private Limited”, 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 top ten employees in terms of the
remuneration and employees in receipt of
remuneration 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, as amended,
which form part of the Directors’ Report, will be made
available to any shareholder on request, as per
provisions of Section 136 of the said Act. Members
who are interested in obtaining these particulars
may write email to the Company Secretary 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, 2014 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 : 2

b. Number of complaints disposed off during the
year : 2

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. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business in
financial year 2025-26.

36. 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.

37. 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 9^th June 2026, 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 Company has uploaded the details of unpaid
and unclaimed amounts lying with the Company on
the Company’s website at www.deltacorp.in and on
the website of the Ministry of Corporate Affairs at
www.iepf.gov.in

38. 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: 11^th August, 2026