gaussian networks pvt ltd Directors report

To the Shareholders

Your Directors have pleasure in presenting the Twelfth (12^th) Directors Report of your Company along with the financial statements for the financial year ended 31^st March, 2023.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Certain key aspects of your Companys performance during the financial year ended 31^st March, 2023 as compared to the previous financial year are summarised below: (Rs. in millions)

	Standalone
Particulars	Year ended 31.03.2023	Year ended 31.03.2022
Income for the year	1,781.96	1,376.32
Less:- Expenses	1,710.93	1,422.90
Profit/ (Loss) Before Exceptional items and Tax	71.03	(46.58)
Less :- Exceptional items	0	0
Less :- Provisions for Taxation/ Deferred Tax Asset / Earlier Year Tax Adjustment	19.77	(2.59)
Profit/ (Loss) for the period	51.26	(43.99)
Transfer to General Reserves	0	0
Transfer from OCI to Retained earnings	0	564.31
Balance carried to Balance Sheet	(72.02)	(123.29)

The Standalone Gross Revenue from operations for Financial Year 2022-23 was Rs. 1,755.30 million (Previous Year: Rs. 1,372.27 million). The Operating profit before tax stood at Rs. 71.03 million as against Operating loss of Rs. 46.58 million in the Previous Year. The Net Profit after tax for the year stood at Rs. 51.26 million against Net Loss of Rs. 43.99 million reported in the Previous Year.

2. DIVIDEND

During the year under review, the Directors do not recommend any dividend for the period ended 31^st March, 2023.

The Board of Directors of the company in their meeting held on 15* June, 2022 approved and adopted the dividend distribution policy of the company and declaration/ recommendation of dividends, if any will be in accordance with the said Policy.

The dividend distribution policy is placed at Annexure I to the Report and is also available on the weblink https: / / www.deltatech.gg/wp- content/uploads/2022/06/Dividend-Distribution-Policy.pdf

3. SHARE CAPITAL

During the year as approved by the Board of Directors in their meeting held on 09^th April, 2022 and by shareholders at their meeting held on 09^th April, 2022, the Company issued 8,19,00,000 bonus equity shares of face value of Re. 1 each in the ratio of 140:1 (i.e. 140 bonus shares for every 1 share held) which were allotted to shareholders on 11* April, 2022. Consequently the issued, subscribed and paid up share capital increased to Rs. 8,24,85,000 divided into 8,24,85,000 equity shares of Re. 1/ - each.

The Board of Directors at their meeting held on 26* May, 2022, had approved further issue of 1,32,05,856 equity shares of face value of Re. 1/- each at a price of Rs. 1.75/- per share comprising of face value of Re. 1/- and share premium of 0.75/- paisa per share, to the existing shareholders of the Company on a Rights basis in the ratio of

0.1601:1 i.e. 0.1601 equity share for every 1 equity share held which were allotted to the shareholders on 08* June, 2022. Consequently the issued, subscribed and paid up share capital increased to Rs. 9,56,90,856 divided into 9,56,90,856 equity shares of Re. 1/- each.

4. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2023 is available on the website of the Company on the following link: http://www.deltatech.gg/annual-return/

5. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEE

The Board met seventeen (17) times in financial year 2022-23 viz., on 09* April, 2022, 11* April, 2022, 20* April, 2022, 25* April, 2022, 27* April, 2022, 29* April, 2022, 04* May, 2022, 12* May, 2022, 13* May, 2022, 16* May, 2022, 26* May, 2022, 15* June, 2022,16* June, 2022, 09* July, 2022,10* October, 2022,16* January, 2023 and 17* March, 2023.

Sr.	Name of Director	Date of Board Meetings
No.		Number of meetings	Number of
		entitled to attend	Meetings attended
1	Mr. Jaydev Mody	7	7
2	Mr. Ashish Kapadia	17	16
3	Mr. Hardik Dhebar	17	17
4	Mr. Shivanandan Pare	17	17
5	Mr. Chetan Desai	7	7
6	Ms. Tara Subramaniam	7	7
7	Mr. Pankaj Razdan	7	6
8	Mr. Javed Tapia	7	7

The Audit Committee of the Company met four (4) times in the financial year 2022- 23 on 15* June, 2022, 09* July, 2022,10* October, 2022 and 16* January, 2023. The Committee was constituted during the year.

Sr. No.	Name of Director	Number of meetings of Audit Committee entitled to attend	Number of meetings of Audit Committee attended during the year
1.	Ms. Tara Subramaniam	4	4
2.	Mr. Chetan Desai	4	4
3.	Mr. Javed Tapia	4	4
4.	Mr. Hardik Dhebar	4	4

The Nomination, Remuneration and Compensation Committee (NRC Committee) of the Company met two (2) times in the financial year 2022-23 on 03^rd October, 2022 and 06* January, 2023. The Committee was constituted during the year.

Sr. No.	Name of Director	Number of meetings of NRC Committee entitled to attend	Number of meetings of NRC Committee attended during the year
1.	Mr. Javed Tapia	2	1
2.	Mr. Jaydev Mody	2	2
3.	Mr. Pankaj Razdan	2	2

The Corporate Social Responsibility Committee (CSR Committee) of the Company met two (2) times in the financial year 2022-23 on 09^th April, 2022 and 17* November, 2022. The Committee was reconstituted during the year.

Sr. No.	Name of Director	Number of meetings of CSR Committee entitled to attend	Number of meetings of CSR Committee attended during the T/Tv v year
1.	Mr. Ashish Kapadia	2	2
2.	Mr. Ffardik Dhebar	2	2
3.	Mr. Javed Tapia	1	0

6. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

(i) In the preparation of the annual accounts for Financial Year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The Directors have 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 31^st March, 2023 and of the profit of the Company for that period.

(iii) The Directors have 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) The Directors have prepared the annual accounts for Financial Year ended 31^st March, 2023 on a going concern basis.

(v) The Directors have 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) The Directors have 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 have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 (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 of the Act and Regulation 16 of Listing Regulations as amended from time to time.

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

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

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with Companies (Meetings of Board and Its Powers) Rules, 2014, if any are given in the notes to the Financial Statements forming part of this Annual Report.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2022-23, your Company has not entered into transactions with related parties, which are material in nature and are not at arms length, as defined under section 2(76) of the Act read with the Companies (Specification and Definitions Details), Rules, 2014 in accordance with the provisions of the Act and Rules made thereunder. The Form AOC- 2 pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

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

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

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year

of the Company to which the financial statements relate and the date of the Report. The following changes were occurred during the financial year:

Conversion into Public Limited company

Pursuant to resolutions passed by the Board of Directors and by the Shareholders each dated 29* April, 2022, the Company was converted into a public limited company, consequent to which its name was changed to "Deltatech Gaming Limited", and a fresh certificate of incorporation consequent to such conversion was issued by the RoC on 10^th May, 2022.

Approval of Initial Public Offer (IPO)

The Board of Directors at their meeting held on 15^th June, 2022 and shareholders in their meeting held on 16* June, 2022 approved the initial public offering of Equity Shares up to an aggregate amount of ? 3,000 million (including share premium), including by way of a fresh issuance of Equity Shares, out of the authorized share capital of the Company ("Fresh Issue") and the Board in the same meeting also approved an offer of sale of such number of Equity Shares up to an aggregate amount of ? 2,500 million, by Delta Corp Limited, the Promoter and shareholder of the Company.

In this regard the Company has appointed Axis Capital Limited and J M Financial Limited as book running lead managers (BRLMs) to the offer.

Filing of Draft Red Herring Prospectus (DRHP1

The Board of Directors in their meeting held on 16^th June, 2022 approved the draft red herring prospectus (the "DRHP"), in respect of the initial public offer of such number of equity shares of Re. 1 each of the Company ("Equity Shares") up to an aggregate amount of Rs. 5,500 million consisting of a fresh issue of such number of Equity Shares aggregating up to Rs. 3,000 million and an offer for sale by the existing shareholder i.e. Delta Corp Limited of such number of Equity Shares aggregating up to Rs. 2,500 million (the "Offer"), and the same was filed with Securities Exchange Board of India (SEBI), BSE Limited, National Stock Exchange of India Limited ("Stock Exchanges") on 16* June, 2022.

Further the Company received final observation letter from SEBI on 30* September, 2022.

11. 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 Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in Annexure II to this Report.

12. 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.

13. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (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 Companys website www.deltatech.gg.

14. 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 Section 178(3) of the Act is appended as Annexure IV.

15. 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 to report genuine concerns 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 Companys website www.deltatech.gg.

16. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The company does not have any joint venture, associate or subsidiary as on 31^st March, 2023.

17. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT

The Company has neither accepted nor renewed any deposits during the financial year 2022-23 in terms of Chapter V of the Act.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

19. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial control with reference to financial statements.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 and other applicable provisions, if any, of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/validate them as and when appropriate.

The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Companys policies, safeguarding of Companys assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions, if any thereon are presented to the Audit Committee of the Board.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year Mr. Ashish Kapadia (DIN: 02011632) and Mr. Hardik Dhebar (DIN: 00046112), Non-Executive Directors of the Company were re-designated as Executive Directors of the Company with effect from 4^th May, 2022 vide board resolution dated 4^th May, 2022 and shareholders resolution dated 5^th May, 2022.

The Board appointed Mr. Hardik Dhebar, Executive Director as Key Managerial Personnel designated as Chief Financial Officer of the Company and designated Mr. Shivanandan Pare, Executive Director and Chief Executive Officer of the Company as Key Managerial Personnel with effect from 4* May, 2022 as per the provisions of Section 203 of the Companies Act, 2013 and rules made thereunder.

The Board of Directors of the Company in their meeting held on 16^th May, 2022 appointed Mr. Jaydev Mody (DIN: 00234797) as additional Non-executive Non- independent Chairman, Ms. Tara Subramaniam (DIN: 07654007), Mr. Chetan Desai (DIN: 03595319), Mr. Javed Tapia (DIN: 00056420) and Mr. Pankaj Razdan (DIN: 0061240) as additional Independent Director of the Company with effect from 16^th May, 2022 in accordance with the provisions of Section 161 of the Companies Act, 2013 and Rules made thereunder. Their appointment was regularized at the Annual General Meeting held on 09^th August, 2022.

Mr. Ravinder Kumar Jain (DIN: 00652148), Director of the Company ceased to be a director with effect from 16^th May, 2022 on account of resignation. The Board places on record his appreciation for the valuable services and guidance given by Mr. Ravinder Kumar Jain during his tenure as director.

In accordance with the provisions of the Section 152(6)(e) of the Act, Mr. Ashish Kapadia (DIN: 02011632) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

21. AUDITORS

1. Statutory Auditor

The Statutory Auditors 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 11^th Annual General Meeting till the conclusion of 16* Annual General Meeting.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their re-appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

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 Regulation 24A SEBI (Listing Obligation and Disclosure Requirements) 2015 and being material subsidiary of Delta Corp Limited, the Board of Directors of the Company have appointed M/s. Pramod Pachhapur & Associates, Practicing Company Secretaries (Membership No. 27704 and ICSI FRN: S2021MH785900) to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2023. The Secretarial Audit Report is appended as Annexure V to this Report.

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

22. 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 are not applicable for the business activities carried out by the Company.

23. REPORTING OF FRAUDS

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

24. 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, 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@deltatech.gg.

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

The Board of Directors and shareholders at their respective meetings held on 20^th April, 2022, have approved the amendment to the Gaussian Employee Stock Option Plan 2020 ("ESOP Plan 2020"/"Plan") to ensure it is in conformity with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

The Board of Directors vide resolution dated 13^th May, 2022, renamed the existing Gaussian Employee Stock Option Plan 2020 (ESOP Plan) as Deltatech Employee Stock Option Plan 2020 consequent to change in the name of the Company and conversion into public limited company.

Further the Board vide resolution dated 04^th May, 2022 and shareholders vide resolution dated 05^th May, 2022, implemented Deltatech Employee Stock Appreciation Rights Plan 2022 ("ESARP 2022"/"Plan"). No appreciation rights have been granted under the ESARP 2022 to any of the employees till the date of this Report.

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 Deltatech Employee Stock Option Plan 2020 are given in Annexure VI to this Report.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

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. The Company did not receive any such complaints during the financial year 2022-23.

27. 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.

28. 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.

29. 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.

30. 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 during the year.