To the Shareholders

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

1. FINANCIAL SUMMARY AND HIGHLIGHTS

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

(Rs in Crores)

*Note: The consolidated figures for 31^st 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 Rs 574.64 Crores (previous year: Rs 635.66 Crores). The operating profit before tax stood at Rs 206.47 Crores as against Rs 271.51 Crores in the previous year. The net profit after tax for the year stood at Rs 185.31 Crores against Rs 253.44 Crores reported in the previous year.

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

2. DIVIDEND

Your Directors recommend final dividend of Rs 1.25/- per equity share (i.e. 125%) of face value of Rs 1/- each, for the financial year ended 31^st March, 2025, for approval of the Members at the ensuing Annual General Meeting. For this purpose Friday, 8^th 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-Policy.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 Rs 26,77,71,097/- comprising of 26,77,71,097 equity shares of Rs 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, 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 31^st 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 submittedthedeclarationofIndependenceasrequired 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-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 by the Act. Accordingly, the Company is exempt from the provisions of Section 186 of the Act with regards to loans, guarantees and investments.

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.

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.

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 Rs 23,207.30 Crores. Out of which, Rs 6,384.32 Crores was attributed to Deltatech Gaming Limited (DGL) which ceased to be a subsidiary of the Company w.e.f. 24^th March, 2025 and consequent to stake sale in DGL, the GST liability has been capped at Rs 34.80 Crores.

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

The board of directors of the Company vide its resolution dated 30^th November, 2023 had approved the subscription of 1,50,00,000 (One Crore Fifty Lakhs) equity shares of face value of Rs 2/- each and 77,27,000 (Seventy Seven Lakhs Twenty Seven Thousand) 0% unsecured compulsorily convertible debentures (CCDs) having face value of Rs 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 16^th 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.

The board of directors of the Company on receipt of approval from Regional Director, Western Region, vide resolution passed by circulation dated 1^st 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 1^st October, 2024.

The board of directors of the Company at its meeting held on 24^th 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 06^th 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 31^st July, 2025.

The board of directors at its meeting held on 20^th February, 2025 and shareholders at its general meeting held on 21^st 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.

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.

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.

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

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-policy.pdf

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.

During the year under review:

• Delta Penland Private Limited was incorporated as a wholly owned subsidiary on 24^th 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 24^th 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 24^th 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.

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

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.

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.

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 2^nd term of Independent Directors Ms. Alpana Chinai, Mr. Rajesh Jaggi and Mr. Ravinder Kumar Jain expired on 27^th 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 1^st term of five years with effect from 09^th July, 2024 to 8^th July, 2029 and appointed as Independent Directors of the Company at the AGM held on 23^rd 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 9^th March, 2025. On recommendation of NRC Committee, the board of directors of the Company at its meeting held on 20^th February, 2025 had appointed Dr. Vrajesh Udani as an Additional Non-executive Non-independent Director of the Company with effect from 10^th March, 2025 whose appointment was confirmed at the extra ordinary general meeting held on 21^st 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 22^nd 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. 17^th August, 2025 upto 16^th August, 2030 and continuation of his appointment beyond 14^th 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 29^th May, 2025 through postal ballot with e-voting.

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 30^th AGM till the conclusion of the 35^th 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 34^th AGM till the conclusion of 39^th 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 31^st 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 31^st 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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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 1^st 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.

. 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.

Place: Mumbai Date: 04^th August, 2025