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.
Certain key aspects of your Company’s performance during the financial year ended 31st March, 2025 as comparedto the previous financial year are summarised below:
(' in Crores)
Particulars
Standalone
Consolidated
Year Ended31st March, 2025 31st
Year EndedMarch, 2024 31st
Year EndedMarch, 2025
*Year Ended31st March, 2024
Gross Income from Operations
574.64
635.66
731.76
850.77
Less : Intragroup Transactions
-
2.13
2.50
Income from Operations
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
248.99
244.23
*Note: The consolidated figures for 31st March, 2024 are restated on account of discontinued operations. For furtherdetails please refer notes to the accounts.
The standalone gross revenue from operations forfinancial year 2024-25 was ' 574.64 Crores (previousyear: ' 635.66 Crores). The operating profit before taxstood at ' 206.47 Crores as against ' 271.51 Croresin the previous year. The net profit after tax for theyear stood at ' 185.31 Crores against ' 253.44 Croresreported in the previous year.
The consolidated gross revenue (including intragrouptransactions) from operations for financial year2024-25 was ' 731.76 Crores (previous year: ' 850.77Crores), the consolidated operating profit before taxstood (for continued operations) at ' 188.88 Crores(previous year: ' 293.18 Crores). The consolidatedprofit after tax stood at ' 248.99 Crores (previousyear: ' 244.23 Crores).
Your Directors recommend final dividend of' 1.25/- per equity share (i.e. 125%) of facevalue of ' 1/- each, for the financial year ended31st March, 2025, for approval of the Members at theensuing Annual General Meeting. For this purposeFriday, 8th August, 2025 has been fixed as the RecordDate for ascertaining entitlement for the payment offinal dividend.
Members are requested to note that pursuant to theprovisions of Finance Act, 2020, the Company wouldbe required to deduct tax at source (‘TDS’) at theprescribed rates.
In this regard, the Company will be sending anemail communication to all the Shareholders whoseemail addresses are registered with the Company/Depositories and physical letters to other shareholdersexplaining the process on withholding tax fromdividends paid to the shareholders at prescribed rates.
The board of directors of your Company has approvedand adopted the dividend distribution policy anddividends declared/recommended during the yearare in accordance with the said policy.
The dividend distribution policy is available onthe weblink http://www.deltacorp.in/pdf/dividend-Distribution-Policv.pdf.
There was no change in the Company’s share capitalduring the year under review.
The Company’s paid up share capital is' 26,77,71,097/- comprising of 26,77,71,097 equityshares of ' 1/- each.
Pursuant to Section 92(3) read with Section 134(3)
(a) of the Companies Act, 2013 (the Act), the AnnualReturn as on 31st March, 2025 is available on theCompany’s website at the https://deltacorp.in/pdf/annual-return/Annual-Return-2025.pdf
The board met eight (8) times during the financialyear 2024-25. The particulars of meetings heldand attended by each Director are detailed in theCorporate Governance Report, which forms part ofthis Report.
i. in the preparation of the annual accounts forfinancial year ended 31st March, 2025, theapplicable accounting standards have beenfollowed and there are no material departures;
ii. they had selected such accounting policies andapplied them consistently and made judgmentsand estimates that are reasonable and prudentso as to give a true and fair view of the state ofaffairs of the Company at the end of the financialyear and of the profit of the Company for thatperiod.
iii. they had taken proper and sufficient care for themaintenance of adequate accounting recordsin accordance with the provisions of this Act forsafeguarding the assets of the Company andfor preventing and detecting fraud and otherirregularities.
iv. they had prepared the annual accounts on a‘going concern’ basis.
v. they had laid down internal financial controlsto be followed by the Company and that suchinternal financial controls are adequate andhave been operating efficiently.
vi. they had devised proper systems to ensurecompliance with provisions of all applicablelaws and that such systems were adequate andoperating effectively.
7 DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company havesubmitted the declaration of Independence as requiredunder Section 149(7) of the Act and Regulation25(8) of the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations, 2015 ("Listing Regulations”), confirmingthat they meet the criteria of independence underSection 149(6) of the Act and Regulation 16 (1)(b)of the Listing Regulations as amended from time totime. The Independent Directors have also confirmedthat they have complied with the Company’s Code ofBusiness Conduct & Ethics.
In compliance with the rule 6(1) of the Companies(Appointment and Qualification of Directors) Rules,2014, all the Independent Directors have registeredthemselves with the Indian Institute of CorporateAffairs.
8. POLICY ON DIRECTORS’ APPOINTMENTAND REMUNERATION
The policy of the Company on Directors’ appointmentand remuneration including criteria for determiningqualifications, positive attributes, independenceof a Director and other matters provided undersub-section (3) of Section 178 of the Act andRegulation 19 of Listing Regulations is appended asAnnexure I to this Report and is available on thecompany’s website at https://deltacorp.in/pdf/Nomination-and-Renumeration-Policv.pdf
9. PARTICULARS OF LOANS, GUARANTEESOR INVESTMENTS UNDER SECTION 186 OFTHE ACT
The Company falls within the scope of the definitionof infrastructure company as provided by the Act.Accordingly, the Company is exempt from theprovisions of Section 186 of the Act with regards toloans, guarantees and investments.
10. PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES
During the financial year 2024-25, your Companyhas entered into transactions with related parties asdefined under Section 2(76) of the Act and Rulesmade thereunder and Regulation 23 of the ListingRegulations. During the financial year 2024-25, theCompany has not entered into transactions with relatedparties which qualify as material transactions as per
the Listing Regulations. All transactions with relatedparties were reviewed and approved by the AuditCommittee and were in compliance with the applicableprovisions of the Act and the Listing Regulations.
The details of related party transactions as requiredunder IND AS-24 are set out in notes to accounts tothe standalone financial statements forming part ofthis Annual Report.
The policy on Related Party Transactions is availableon the Company’s website at: http://www.deltacorp.in/pdf/related-party-transaction-policy.pdf.
There are no transactions to be reported in FormAOC-2.
11. MATERIAL CHANGES AND COMMITMENTSAFFECTING THE FINANCIAL POSITION OFTHE COMPANY
There are no material changes and commitmentsaffecting the financial position of the Companysubsequent to close of the financial year 2024-25 tillthe date of this report.
12. OTHER SIGNIFICANT EVENTS
The Company along with its subsidiaries in thefinancial year 2022-23 had received show-causenotices from the Directorate General of GSTIntelligence for alleged short payment of Goodsand Service Tax (GST) aggregating to ' 23,207.30Crores. Out of which, ' 6,384.32 Crores wasattributed to Deltatech Gaming Limited (DGL)which ceased to be a subsidiary of the Companyw.e.f. 24th March, 2025 and consequent to stakesale in DGL, the GST liability has been capped at' 34.80 Crores.
For further information kindly refer StandaloneAuditors Report of the Company.
(b) Subscription of Equity Shares and UnsecuredCompulsorily Convertible Debentures(“CCDs”) of Peninsula Land Limited
The board of directors of the Company videits resolution dated 30th November, 2023 hadapproved the subscription of 1,50,00,000(One Crore Fifty Lakhs) equity shares of facevalue 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 ofPeninsula Land Limited (PLL). The aforesaidCCDs were converted into 77,27,000 (SeventySeven Lakhs Twenty Seven Thousand) equityshares of PLL on 16th April, 2025. Post thisconversion, the Company holds 2,27,75,000(Two Crores Twenty Seven Lakhs Seventy FiveThousand) equity shares constituting 6.87% ofpaid-up capital of PLL.
The board of directors of the Company on receiptof approval from Regional Director, WesternRegion, vide resolution passed by circulationdated 1st October, 2024 have approved toshift the registered office of the Company from10, Kumar Place, 2408, General Thimayya Road,Pune - 411001, Maharashtra, India to DeltaHouse, Plot No 12, Hornby Vellard Estate, Dr.Annie Besant Road, Next to Copper Chimney,Worli, Mumbai - 400018, Maharashtra, Indiawith effect from 1st October, 2024.
The board of directors of the Company at itsmeeting held on 24th September, 2024 hasapproved the draft Composite Scheme ofArrangement between the Company and DeltaPenland Private Limited ("DPPL”) and theirrespective shareholders and creditors underSections 230 to 232 read with Section 66 of theCompanies Act, 2013 ("Scheme”). Pursuant tothe Scheme, the Hospitality and Real EstateBusiness (as defined in the Scheme), includingthe project proposed to be developed inDhargalim, Goa ("Dhargal Project”) was tobe demerged into DPPL, i.e. the ResultingCompany. The Dhargal Project is a significantpart of the Company’s growth strategy in thehospitality and real estate sector.
Further, the board of directors of the Companyat its meeting held on 06th December, 2024discussed, deliberated and reviewed thefuture prospects of the Hospitality and RealEstate Business and particularly, the fundingof the upcoming Dhargal Project. Taking intoconsideration the requirements for efficient
growth of the Dhargal Project, the board was ofthe opinion that the Dhargal Project is far morefinancially and operationally optimized by beingsegregated into a wholly owned subsidiaryof DPPL. This will enable raising capital in theform of equity and/or debt and have a focusedapproach for the development of the saidproject. Thus, the board decided to revise theabovementioned Scheme and provide for thedemerger of the Dhargal Project into DeltinHotel & Resorts Private Limited ("DHRPL”), awholly-owned subsidiary of DPPL, while theremaining Hospitality and Real Estate Businessshall be demerged into DPPL. Further, the boardalso decided to amalgamate Deltin Cruises andEntertainment Private Limited ("DCEPL”), a step-down wholly-owned subsidiary of the Company,with the Company.
Accordingly, the board has approved the revisedComposite Scheme of Arrangement amongstthe Company, DHRPL, DPPL, DCEPL and theirrespective shareholders and creditors underSections 230 to 232 read with Section 66 andother applicable provisions of the Act ("RevisedScheme”).
Necessary applications and filings have beenmade with the stock exchanges i.e. BSE Limitedand National Stock Exchange of India, and theCompany has received the observation letterfrom both the stock exchanges on 31st July,2025.
(e) Disposal of Deltatech Gaming Limited (“DGL”),material and wholly owned subsidiary of theCompany
The board of directors at its meeting held on20th February, 2025 and shareholders at itsgeneral meeting held on 21st March, 2025,have approved the disposal of DGL, materialand wholly owned subsidiary of the Company.The Company and DGL, has entered intoagreements with Head Digital Works PrivateLimited ("Head Digital”) pursuant to which HeadDigital has acquired 51% of the shareholding inDGL and subsequently, DGL will merged withHead Digital. Pursuant to this transaction, postthe merger, the Company will hold 5.7% of theshareholding in Head Digital.
13. PARTICULARS REGARDING CONSERVATIONOF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars in respect of conservation of energy,technology absorption and foreign exchange earningsand outgo, as required under Section 134(3)(m) of theAct read with the Companies (Accounts) Rules, 2014is appended as Annexure II to this Report.
14. BUSINESS RISK MANAGEMENT
The board of directors of the Company hasconstituted a Risk Management Committee to frame,implement and monitor the risk management planfor the Company. The Company has a robust RiskManagement framework to identify, evaluate businessrisks and opportunities. This framework seeks tocreate transparency, minimize adverse impact onthe business objectives and enhance the Company’scompetitive advantage. The Composition of theCommittee is in compliance with Regulation 21 of theListing Regulations.
The business risk framework defines the riskidentification and its management approachacross the enterprise at various levels includingdocumentation and reporting. The framework helps inidentifying risks trend, exposure and potential impactanalysis on a Company’s business.
15. CORPORATE SOCIAL RESPONSIBILITY
The board of directors of the Company has constituteda Corporate Social Responsibility (CSR) Committeein accordance with Section 135 of the Act and rulesframed thereunder. The brief outline of the CSR policyof the Company and the initiatives undertaken by theCompany on CSR activities during the year underreview are set out in Annexure III of this report in theformat prescribed in the Companies (Corporate SocialResponsibility Policy) Rules, 2014. The CSR policyis 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 andWhistle Blower Policy for Employees and Stakeholdersin compliance with the provisions of Section 177(10) ofthe Act and Regulation 22 of the Listing Regulations,to report genuine concerns and to provide foradequate safeguards against victimization of persons
who may use such mechanism. During the year nopersonnel of the Company was denied access to theAudit Committee. The said policy is also available onthe Company’s website at https://deltacorp.in/pdf/whistle-blower-policv.pdf
17. ANNUAL EVALUATION OF PERFORMANCEOF THE BOARD
Pursuant to the provisions of the Act and Regulation19 of the Listing Regulations, the board has carriedout an annual evaluation of its own performance,performance of the directors as well as the evaluationof the working of its committees.
The Nomination, Remuneration and CompensationCommittee ("NRC Committee”) has defined theevaluation criteria for the board, its committees anddirectors.
The board’s functioning was evaluated after takinginputs from the directors on various aspects, includinginter alia degree of fulfillment of key responsibilities,board structure and composition, establishment anddelineation of responsibilities to various committees,effectiveness of board processes, information andfunctioning.
The committees of the board were evaluated aftertaking inputs from the committee members on thebasis of criteria such as degree of fulfillment of keyresponsibilities, adequacy of committee compositionand effectiveness of meetings.
The board reviewed the performance of theindividual directors on aspects such as attendanceand contribution at board/committee meetings andguidance/support to the management outside board/committee meetings. In addition, the Chairman wasalso evaluated on key aspects of his role, includingsetting the strategic agenda of the board, encouragingactive engagement by all board members.
The performance evaluation of the independentdirectors was carried out by the entire board, excludingthe director being evaluated. The performanceevaluation of the Chairman and the non-independentdirectors was carried out by the independent directorswho also reviewed the performance of the board as awhole.
In a separate meeting of independent directors,performance of non-independent directors, the boardand the Chairman was evaluated.
18. SUBSIDIARY, JOINT VENTURE ANDASSOCIATE COMPANIES
During the year under review:
• Delta Penland Private Limited was incorporatedas a wholly owned subsidiary on 24th April, 2024which was subsequently converted to a publiccompany.
• The Company entered into a joint venture withAlpha Alternatives Fund Advisors LLP and PLLand in view of the same acquired 11.76% equityshares in Harborpeak Real Estate Private Limitedon 24th June, 2024.
• Delta Offshore Developers Limited, Mauritius,ceased to be a subsidiary on account of voluntaryliquidation.
• Deltatech Gaming Limited ceased to be thesubsidiary of the Company on account of stakesale effect from 24th March, 2025.
During the year, the board of directors reviewedthe affairs of the subsidiaries, associates and jointventure. In accordance with Section 129(3) of the Actand Listing Regulations, the Company has preparedconsolidated financial statements of the Companyand all its subsidiaries, which form part of the AnnualReport. A statement containing the performance andfinancial position of the subsidiaries and associatecompanies of the Company as required under Rule 5of the Companies (Accounts) Rules, 2014 is providedas Annexure-A (AOC-1) in the financial statement andhence not repeated here for the sake of brevity.
In accordance with Section 136 of the Act, the auditedfinancial statements, including the consolidatedfinancial statements and related information ofthe Company and audited accounts of each of itssubsidiaries, are available on Company’s websitewww.deltacorp.in.
The policy for determining material subsidiaries isavailable on the Company’s website at: http://www.deltacorp.in/pdf/policy-for-determining-material-subsidiaries.pdf.
19. DETAILS RELATINGTO DEPOSITS, COVEREDUNDER CHAPTER V OF THE ACT
The Company has neither accepted nor renewed anydeposits during the financial year 2024-25 in terms ofChapter V of the Act.
20. SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE REGULATORS OR COURTSOR TRIBUNALS AFFECTING THE GOINGCONCERN STATUS OF THE COMPANY
There are no significant and material orders passedby the Regulators/Courts which would impact thegoing concern status of the Company and its futureoperations.
21. INTERNAL CONTROL WITH REFERENCE TOFINANCIAL STATEMENTS
The Company’s internal control systems arecommensurate with the nature of its business andthe size and complexity of its operations, and suchinternal financial controls with reference to thefinancial statements are adequate.
22. DIRECTORS AND KEY MANAGERIALPERSONNEL
In accordance with the provisions of the Section152(6)(e) of the Act, Mr. Ashish Kapadia will retire byrotation at the ensuing Annual General Meeting (AGM)and being eligible, offers himself for re-appointment.
The 2nd term of Independent Directors Ms. AlpanaChinai, Mr. Rajesh Jaggi and Mr. Ravinder Kumar Jainexpired on 27th July, 2024.
On recommendation of NRC Committee, the boardof directors had appointed Mr. Pankaj Razdan andMs. Tara Subramaniam as additional IndependentDirectors of the Company for the 1st term of five yearswith effect from 09th July, 2024 to 8th July, 2029 andappointed as Independent Directors of the Companyat the AGM held on 23rd August, 2024, in accordancewith the provisions of the Act and Rules madethereunder.
The second term of five years of Dr. Vrajesh Udani asNon-executive Independent Director of the Companyexpired on 9th March, 2025. On recommendationof NRC Committee, the board of directors of theCompany at its meeting held on 20th February, 2025had appointed Dr. Vrajesh Udani as an AdditionalNon-executive Non-independent Director of theCompany with effect from 10th March, 2025 whoseappointment was confirmed at the extra ordinarygeneral meeting held on 21st March, 2025, inaccordance with the provisions of the Act and Rulesmade thereunder.
On recommendation of NRC Committee, the boardof directors of the Company at its meeting heldon 22nd April, 2025 had re-appointed Mr. ChetanDesai as an Independent Director of the Companyfor second term of five (5) consecutive years w.e.f.17th August, 2025 upto 16th August, 2030 andcontinuation of his appointment beyond 14th January,2026, as an Independent Director of the Company onaccount of his attaining the age of 75 years on thesaid date, which was subsequently approved by theshareholders on 29th May, 2025 through postal ballotwith e-voting.
M/s. Walker Chandiok & Co. LLP, CharteredAccountants (Firm Registration No: 001076N/N500013), were re-appointed as StatutoryAuditors of the Company for second term at the30th AGM till the conclusion of the 35th AGM tobe held in the year 2026.
There are no qualifications, reservations oradverse remarks or disclaimers made byStatutory Auditor of the Company, in audit report.
Pursuant to the provisions of Regulation24A of the SEBI Listing Regulations and inaccordance with Section 204 of the Act, basisrecommendation of the Board, the Company isrequired to appoint Secretarial Auditor, with theapproval of the members at its AGM. In view ofthe aforesaid, Audit Committee and the Boardof Directors of the Company has recommendedthe appointment of M/s. A. K. Jain & Co.,Company Secretaries (Membership No. 6058)as the Secretarial Auditor of the Company for aperiod of five (5) consecutive years, i.e. to holdoffice from the conclusion of ensuing 34th AGMtill the conclusion of 39th AGM to be held in thecalendar year 2030, subject to approval of themembers at the ensuing AGM of the Company,to undertake secretarial audit as required underthe Act and SEBI Listing Regulations and issuethe necessary secretarial audit report.
M/s. A. K. Jain & Co., Company Secretaries(Membership No. 6058) have confirmed thattheir appointment, if made, will comply withthe eligibility criteria in terms of SEBI Listing
Regulations.
Further, pursuant to the provisions of Section 204of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules,2014, the board of directors of the Companyhave appointed M/s. A. K. Jain & Co., CompanySecretaries in Practice to undertake the SecretarialAudit of the Company for the year ended31st March, 2025. The Secretarial Audit Report isappended as Annexure IV to this Report.
There are no qualifications, reservations oradverse remarks or disclaimers made bySecretarial Auditor of the Company, in secretarialaudit report.
As per the requirements of the ListingRegulations, Secretarial Auditors of theunlisted material subsidiaries of the Companyhave undertaken secretarial audit of suchsubsidiaries for financial year ended 31st March,2025. The Secretarial Audit Reports of suchunlisted material subsidiaries viz. DeltatechGaming Limited* and Highstreet Cruises andEntertainment Private Limited is appended asAnnexure V & VI and available on Company’swebsite at https://deltacorp.in/material-subsidiaries-financial-year-2024-25.html
*Deitatech Gaming Limited ceased to besubsidiary w.e.f. 24th March, 2025.
There was no instance of fraud during the yearunder review, which required the Statutory Auditorsto report to the audit committee and/or board underSection 143(12) of Act and Rules framed thereunder.
As per Regulation 34(2) read with Schedule V of theListing Regulations, Management Discussion andAnalysis Report are provided in a separate sectionand form an integral part of this Annual Report.
The Company endeavors to cater to the needs of thecommunities it operates in thereby creating maximumvalue for the society along with conducting its business
in a way that creates a positive impact and enhancesstakeholder value. As per Regulation 34(2)(f) of theListing Regulations, the BRSR depicting initiativestaken by the Company from an environmental, socialand governance perspective forms part of this AnnualReport.
27 CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of theListing Regulations, a separate section on corporategovernance practices followed by the Company,together with a certificate from the PracticingCompany Secretary confirming compliance with theconditions of Corporate Governance forms an integralpart of this Annual Report.
28. AUDIT COMMITTEE OF THE COMPANY
The composition of the audit committee is incompliance with the requirements of Section 177 ofthe Act, Regulation 18 of the Listing Regulations asamended from time to time and guidance note issuedby Stock Exchanges. The details of the compositionof the audit committee are detailed in the CorporateGovernance Report, which forms part of this AnnualReport.
29. PARTICULARS OF EMPLOYEES
Details of employees as required under the provisionsof Section 197(12) of the Act, read with rule 5(2) and5(3) of Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, will be madeavailable to any shareholder on a request in writing orby email on secretarial@deltin.com.
The disclosures in terms of the provisions ofSection 197(12) of the Act, read with Rule 5(1) ofthe Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 are provided inAnnexure VII to this Report.
30. EMPLOYEES STOCK OPTION SCHEME ANDEMPLOYEES STOCK APPRECIATION RIGHTSPLAN
As required in terms of Regulation 14 of the Securitiesand Exchange Board of India (Share Based EmployeeBenefits) Regulations, 2021 and in terms of Rule 12 ofCompanies (Share Capital and Debentures) Rules,2014, the disclosures relating to DELTA CORP ESOS2009 and Delta Employees Stock Appreciation RightsPlan 2019 are given in Annexure VIII to this Report.
31. DISCLOSURE UNDER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013 AND MATERNITYBENEFIT ACT, 1961:
The Company has complied with the provisionsrelating to constitution of Internal ComplaintsCommittee and has Anti-Sexual Harassment policypursuant to the provisions of the Sexual Harassmentof Woman at Workplace (Prevention, Prohibition &Redressal) Act, 2013.
Disclosure in relation to the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition andRedressal) Act, 2013 (POSH) is mentioned below:
a. Number of complaints of sexual harassmentreceived in the year : Nil
b. Number of complaints disposed off during theyear : Nil
c. Number of cases pending for more than 90days : Nil
Also, the Company is in compliance with the MaternityBenefit Act, 1961 as amended from time to time.
32. COMPLIANCE OF THE SECRETARIALSTANDARDS
During the financial year, the Company has compliedwith the applicable Secretarial Standards i.e. SS-1and SS-2 as issued by the Institute of the CompanySecretaries of India.
33. DETAILS OF APPLICATION MADE ORANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE,2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THEFINANCIAL YEAR
There are no applications made or any proceedingpending against the Company under Insolvencyand Bankruptcy Code, 2016 (31 of 2016) during thefinancial year.
34. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of costaudit as prescribed under the provisions of Section148(1) of the Act and rules made thereunder are not
applicable for the business activities carried out bythe Company.
35. DETAILS OF DIFFERENCE BETWEENAMOUNT OF THE VALUATION DONE ATTHE TIME OF ONE TIME SETTLEMENT ANDTHE VALUATION DONE WHILE TAKINGLOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONSTHEREOF
There are no instances of one time settlement duringthe financial year.
36. TRANSFER OF UNCLAIMED / UNPAIDAMOUNTS AND SHARES TO THE INVESTOREDUCATION AND PROTECTION FUND
In accordance with the provisions of the Section 124and 125 of the Act, read with Investor EducationProtection Fund Authority (Accounting, Audit, Transferand Refund) Rules, 2016, as amended (IEPF Rules),the dividends, unclaimed for a period of seven yearsfrom the date of transfer to the Unpaid DividendAccount of the Company are liable to be transferredto the IEPF.
The IEPF Rules mandate Companies to transfershares of Members whose dividends remain unpaid/unclaimed for a continuous period of seven years tothe demat account of IEPF Authority. The Memberswhose dividend/shares are transferred to the IEPFAuthority can claim their shares/dividend from theAuthority. In accordance with the said IEPF Rules and
its amendments, the Company had sent notices toall the Shareholders on 1st July, 2025, whose shareswere due to be transferred to the IEPF Authority andsimultaneously published newspaper advertisement.
The Company has appointed a Nodal Officerunder the provisions of IEPF, the details of whichare available on the website of the Company atwww.deltacorp.in.
The details of unpaid and unclaimed amounts lyingwith the Company are available on the Company’swebsite at www.deltacorp.in.
37. ACKNOWLEDGEMENTS
Your Directors express their sincere appreciationfor the co-operation received from shareholders,bankers and other business constituents during theyear under review. Your Directors also wish to placeon record their deep sense of appreciation for thecommitment displayed by all executives, officers andstaff, for better performance of the Company duringthe year.
Jaydev ModyChairmanDIN:00234797
Place: MumbaiDate: 04th August, 2025