Delaplex Ltd Directors Report

To Members,

Delaplex Limited

Your directors have pleasure in presenting the 22^nd Annual Report and the Companys Audited Financial Statements for the financial year ended on 31^st March, 2026.

1. FINANCIAL RESULTS OF THE COMPANY:

The Companys financial performance for the year ended 31^st March, 2026 is summarized below:

Particulars	31/03/2026	31/03/2025	31/03/2026	31/03/2025
	Standalone	Consolidated
Revenue from operations and Other Income	6238.16	5,906.70	7,307.25	7,010.15
Profit/Loss before Interest, Depreciation and Tax	1,338.47	1,418.40	1,711.88	1,596.34
Less: Finance Cost	14.49	2.45	14.58	3.64
Net Profit/Loss before Depreciation and Tax	1,323.98	1,415.95	1,697.30	1,592.70
Less: Depreciation and amortization for the year	60.02	32.27	62.53	35.67
Net Profit/Loss before exceptional and extraordinary items and tax	1,263.96	1,383.68	1,634.77	1,557.03
Less: Exceptional Items	0.00	0.00	0.00	0.00
Profit before extraordinary items and tax	1,263.96	1,383.68	1,634.77	1,557.03
Less: Extraordinary Items	0.00	0.00	0.00	0.00
Profit before tax	1,263.96	1,383.68	1,634.77	1,557.03
Less: Tax Expenses
Current tax expense	313.47	339.06	330.75	339.12
Deferred tax Charge/(Credit)	5.95	10.98	12.92	3.89
Profit/Loss for the period from continuing operations	944.55	1,033.64	1291.10	1,214.02
Tax expense of discontinuing operations	0.00	0.00	0.00	0.00
Profit/Loss from discontinuing operations (after tax)	0.00	0.00	0.00	0.00
Minority Interest in P& L	-	-	(7.20)	6.32
Profit after Tax & Minority Interest for the Year	-	-	1283.90	1220.33
Profit/Loss transferred/adjusted to General Reserve	944.55	1,033.65	1283.90	1220.33
Basic earnings per equity share	10.37	11.35	14.17	13.33
Diluted earnings per equity share	10.37	11.35	14.17	13.33

2. STATE OF COMPANYS AFFAIRS, RESULTS OF OPERATIONS AND FUTURE OUTLOOK: (Standalone and Consolidated)

STATE OF COMPANYS AFFAIRS:

During the financial year ended 31^st March 2026, the Company continued to operate in a stable business environment and demonstrated steady performance across its core operations. The Companys financial results reflect sustained business activity, disciplined execution, and continued investment in strengthening its operational capabilities.

On a standalone basis, the Company reported total revenue from operations and other income of Rs.6,238.16 Lakhs, compared to Rs.5,906.70 Lakhs in the previous year, registering healthy growth. This increase indicates improved operational momentum and sustained demand for the Companys products/services.

On a consolidated basis, revenue stood at Rs.7,307.25 Lakhs, as against Rs.7,010.15 Lakhs in the previous year. The consolidated figures reflect the combined performance of the Company and its subsidiaries/associates, indicating stable overall group-level operations despite external economic and industry-related challenges.

The overall financial position of the Company remains sound, supported by consistent operating income generation and continued focus on efficiency improvements. However, the year also witnessed an increase in certain cost heads, particularly depreciation and finance costs, which had a moderating impact on profitability.

RESULTS OF OPERATIONS:

During FY26, the Company continued to demonstrate a healthy and resilient business performance, supported by synergies across its group companies, expansion into local markets, development of new business lines, and continued focus on operational efficiency.

Total Income for FY26 stood at Rs.7,307.25 Lakhs, compared to Rs.7,010.15 Lakhs in FY25. The performance was supported by the synergies arising from Blueberry Systems and Celestia Crew, the launch of the Companys Hyderabad-based strategic consulting division, expansion in local markets, and the early gains from BSNL-related initiatives.

EBITDA for FY26 stood at Rs.1,711.88 Lakhs, compared to Rs.1,596.34 Lakhs in FY25. The Company continued to strengthen its operating performance through cost optimisation, crossskilling and upskilling initiatives, a greater focus on high-margin AI-driven engagements, and the development of end-to-end solution offerings.

Profit After Tax (PAT) for FY26 stood at Rs.1,283.90 Lakhs, compared to Rs.1,220.33 Lakhs in

FY25, reflecting the Companys continued focus on profitable and sustainable growth. During the year, the Company also expanded its sales efforts across the APAC region and continued to establish new business lines, creating a strong foundation for future growth.

Overall, FY26 was marked by continued business expansion, strengthening of group synergies, operational improvements, development of new capabilities, and expansion into emerging markets.

The Company remains focused on enhancing its service offerings, building high-value technology- led solutions, and creating sustainable long-term value for its stakeholders.

FUTURE OUTLOOK:

The Company remains focused on building a strong foundation for sustainable and long-term growth. Going forward, the Company intends to strengthen its market presence, expand its service offerings, enhance technological capabilities, and develop a skilled workforce.

KEY AREAD OF FOCUS INCLUDE:

Market Expansion: The Company plans to expand its presence across Europe, the Middle East and Africa, while strengthening its Pan-India presence through strategic initiatives and partnerships.

Talent Acquisition: The Company will continue to attract skilled professionals with expertise in product research, innovation, technology development, and emerging technologies to support its growth objectives.

Business Development: The Company aims to build on its recent business wins, including opportunities in the public sector, banking, technology, and other strategic verticals, while exploring new avenues for business growth.

Strengthening Market Reach: The Company will continue to enhance its brand visibility and market presence through participation in key industry events, strategic engagements, and development of strong customer relationships.

Innovation and Technology: Innovation will remain a key priority, with continued focus on AI- driven solutions and proprietary technology platforms, including Edge Computing and modern Data Center solutions, to deliver enhanced value to customers.

Sales Growth: The Company intends to strengthen its sales efforts across both domestic and international markets, with a focus on expanding its customer base and increasing business opportunities.

Employee Upskilling: The Company will continue to invest in employee development through AI/ML certifications, technical training, and skill enhancement initiatives, enabling its workforce to remain aligned with evolving technology and market requirements.

Overall, the Company is well positioned to pursue its growth strategy through a combination of market expansion, technology-led innovation, strategic business development, talent enhancement, and stronger customer engagement. The Company remains committed to creating sustainable value for its stakeholders while building capabilities for the opportunities emerging in the rapidly evolving technology landscape.

3. CHANGES IN THE NATURE OF BUSINESS, IF ANY;

The Company did not undergo any change in the nature of its business during fiscal 2026.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013:

The Company has transferred an amount of Rs. 944.55 lakhs to the General Reserve during fiscal 2026.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors comprises distinguished professionals of proven integrity and competence, who provide strategic direction, guidance and leadership to the Company.

As on March 31, 2026, the Board of Directors of the Company comprised of 5 (Five) Directors with an optimum balance of Executive and Non-Executive Directors, including 1 (One) Women Director. Of these, 3 (Three) Directors were Non-Executive Directors, 2 (two) of whom were Independent Directors.

Pursuant to the provisions of Section 149 of the Act, Manish Iqbalchand Sachdeva, Non-Executive Directors ("NED"), Himanshu Vishwambarlal Bajaj, Independent Director ("ID") and Manish Tarachand Pande, Independent Director ("ID") are the Non-Executive Directors of the Company as on March 31, 2026.

Pursuant to the provisions of Section 149(7) of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. The Board has taken on record the said declarations submitted by the Independent Directors after undertaking due assessment of the veracity of the same. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

Pursuant to the provisions of Section 203 of the Act, Nitin Sachdeva, Managing Director ("MD"), Preeti Nitin Sachdeva, Whole Time Director("WTD"), Deepak Jajoo, Chief Financial Officer and Manishraj Bhuwanchand Bhatt, Company Secretary and Compliance Officer are the Key Managerial Personnels ("KMPs") of the Company as on March 31, 2026.

During the financial year under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel (KMP) of the Company.

Preeti Nitin Sachdeva, Whole-time director (DIN: 05354561) retires by rotation and being eligible, offers herself for re-appointment. A resolution seeking Members approval for her re-appointment along with other required details forms part of the Notice of this AGM

6. DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e., in Form MBP-1, intimation under Section 164(2) i.e., in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

7. CODE OF CONDUCT:

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company.

All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

9. CONSOLIDATED FINANCIAL STATEMENT:

During the financial year 2025-26, the Company continued to strengthen its group structure and international footprint through its subsidiary framework. The Company has subsidiaries, including its overseas entity, through which it undertakes and manages part of its global operations.

In accordance with the provisions of Section 129 of the Companies Act, 2013 read with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared its consolidated financial statements for the financial year 2025-26. These financial statements are in compliance with the applicable Indian Accounting Standards (Ind AS) prescribed under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements, along with the Independent Auditors Report thereon, form an integral part of this Annual Report.

In compliance with Section 136 of the Act, the financial statements of the subsidiary companies are available for inspection by the Members at the Registered Office of the Company during business hours up to the date of the Annual General Meeting. A copy of such financial statements may also be obtained by any Member upon written request to the Company. The aforesaid documents are also accessible on the Companys website at the designated web link.

10. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

As on March 31, 2026, the Company had 3 subsidiaries with 2 direct subsidiaries and 1 step-down subsidiaries. Further, there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act").

During the year under review pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Companys subsidiaries, are provided in Form AOC-1, attached as Annexure-I to this Report. Further,there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act")

11. DIVIDEND:

Your directors wish to inform that no dividend has been declared or paid by the Company during the financial year 2025-26.

After considering the financial position of the Company, ongoing business requirements, and the need to conserve resources for future growth and expansion, the Board of Directors has decided not to recommend any dividend for the financial year ended 31^st March, 2026.

The Board remains committed to adopting a prudent capital allocation strategy aimed at strengthening the Companys financial position and supporting its long-term growth objectives, while ensuring sustainable value creation for its shareholders.

12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year 2025-26, an amount of Rs.70,499/- (Rupees Seventy Thousand Four Hundred and Ninety-Nine Only) remained unpaid and unclaimed in respect of dividend declared by the Company. Accordingly, the provisions relating to transfer of unpaid or unclaimed dividend to the Investor Education and Protection Fund (IEPF) under Section 125 of the Companies Act, 2013, and the rules made thereunder, shall be complied with within the prescribed time and manner.

The Company is taking necessary steps to ensure compliance with the applicable provisions relating to transfer of unpaid or unclaimed dividend to the IEPF.

13. BOARD COMMITTEES:

The Board has constituted Four main Committees, viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility and Governance Committee. the detailed terms of reference of the Committee are available on the website of the Company at https://delaplex.in/committee-board/. The recommendations of the Committees are submitted to the Board for approval. During the year, all the recommendations of the Committees were accepted by the Board.

Mr. Manishraj Bhuwanchand Bhatt, Company Secretary and Compliance Officer of the Company, is the Secretary to all the Committees constituted by the Board.

Procedure at Committee Meetings

The guidelines applicable to the meetings of the Board of Directors are also followed for meetings of the Committees of the Board. The composition and terms of reference of all Committees are in compliance with the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Each Committee is empowered to seek the assistance of external experts, advisors, and legal counsels, wherever considered necessary, to effectively discharge its responsibilities. This enables the Committees to make informed and well-considered decisions in the best interest of the Company.

The minutes of Committee meetings are duly recorded and circulated to the respective Committee members for their review and confirmation. Thereafter, the minutes are also placed before the Board of Directors for their information and noting.

A. Audit Committee:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee of the Board was duly constituted and is in compliance with the applicable statutory requirements as on 31^st March, 2026.

The details of the Audit Committee are available on the Companys website at https://delaplex.in/committee-board/. The composition of the Committee as on 31^st March, 2026 is as under:

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Manish Tarachand Pande	Non-Executive Independent Director	Chairman
Mr. Himanshu V Bajaj	Non-Executive Independent Director	Member
Mr. Nitin Sachdeva	Chairman & Managing Director	Member

All recommendations made by the Audit Committee during the year were duly reviewed and accepted by the Board of Directors.

B. Nomination and Remuneration Committee:

Pursuant to the provisions of Section 178(1) of the Act and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee of the Board was duly constituted and is in compliance with the applicable statutory requirements as on 31^st March, 2026.

The details of the Nomination and Remuneration are available on the Companys website at https://delaplex.in/committee-board/. The composition of the Committee as on 31^st March, 2026 is as under:

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Himanshu V Bajaj	Non-Executive Independent Director	Chairman
Mr. Manish Tarachand Pande	Non-Executive Independent Director	Member
Mr. Manish Iqbalchand Sachdeva	Non-Executive Director	Member

All recommendations made by the Nomination and Remuneration during the year were duly reviewed and accepted by the Board of Directors.

C. Stakeholder Relationship Committee:

Pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Stakeholders Relationship Committee has been duly constituted with the primary objective of addressing and redressing the grievances of shareholders and investors, if any.

The Committee specifically focuses on matters relating to transfer and transmission of shares, dematerialisation of shares, loss of share certificates, non-receipt of annual reports, dividend warrants, and other related investor services.

The Stakeholders Relationship Committee also reviews and reports to the Board on a quarterly basis regarding the status of investor complaints and the measures taken for their resolution.

The details of the Stakeholders Relationship Committee are available on the Companys website at https://delaplex.in/committee-board/. The composition of the Committee as on 31^st March, 2026 is as under:

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Himanshu V Bajaj	Non-Executive Independent Director	Chairman
Mr. Manish Iqbalchand Sachdeva	Non-Executive Director	Member
Mr. Nitin Sachdeva	Chairman & Managing Director	Member

All recommendations made by the Stakeholders Relationship Committee during the year were duly reviewed and accepted by the Board of Directors.

D. Corporate Social Responsibility Committee

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the applicable rules made thereunder, the Corporate Social Responsibility (CSR) Committee of the Board was duly constituted and is in compliance with the applicable statutory requirements as on 31^st March, 2026.

The details of the CSR Committee are available on the Companys website at https://delaplex.in/committee-board/. The composition of the Committee as on 31^st March, 2026 is as under:

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Nitin Sachdeva	Managing Director	Chairman
Mr. Manish Iqbalchand Sachdeva	Non-Executive Director	Member
Mr. Manish Tarachand Pande	Non-Executive Independent Director	Member

The Committee met two times during the year. The brief outline of the corporate social responsibility (CSR) policy of the Company is available on the website of the Company at https://delaplex.in/corporate-policies/.

14. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The criteria is broadly based on the Guidance Note on Board Evaluation issued by the SEBI.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of individual directors on the basis of criteria such as contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board.

The overall outcome of the Board evaluation process was positive and the Directors expressed satisfaction with the performance and effectiveness of the Board, its Committees and Individual Directors.

15. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 for FY 202526 is available on Companys website at URL https://delaplex.in/annual-returns/.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Employees, Directors and Stakeholders in conformation with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report genuine concerns about unethical behaviour and to ensure strict compliance with ethical and legal standards across the Company

The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Companys website at https://delaplex.in/corporate-policies/.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during F.Y. 2025-26 with related parties were on an arms length basis and in the ordinary course of business. There were material Related Party Transactions (RPTs) undertaken by the Company during the year, which required the approval of the Shareholders under Section 188 of the Act, and such approval was duly obtained.

All the transactions were in compliance with the applicable provisions of the Act. Given that the Company has reported the transactions in pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 and the same has been provided in Annexure-II.

During F.Y. 2025-26, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

The Company formulated a policy on Related Party Transactions (RPTs) in accordance with the Act including any amendments thereto for identifying, reviewing approving and monitoring of RPTs. The said policy is available on the Companys website URL https://delaplex.in/corporate-policies/.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, do not apply to the Company. Accordingly, these particulars have not been provided.

During the year under review,

Foreign Exchange Expenditure	INR 131.81 Lakhs
Foreign Exchange Earnings	INR 5459.32 Lakhs

Note: Amount consider on actual receipt/payment basis; foreign exchange gain/loss excluded & Credit care Transaction not included

19. AUDITORS:

a. Statutory Auditors:

M/s Jodh Joshi & Co., Chartered Accountants Nagpur (FRN. 104317W) were appointed as Statutory Auditors of the Company at AGM held on 30^th September, 2023 and they shall be holding their office till the conclusion of AGM relevant to Financial Year 2027-28.

There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.

The notes to accounts referred to in the Auditors Report are self-explanatory and therefore, do not call for any further comments.

b. Secretarial Auditor:

During the year under review, the Members approved the appointment of M/s Avinash Gandhewar & Associates, Practising Company Secretaries (Peer Review Certificate No: 2718/2022) as the Secretarial Auditors of the Company, to hold office for a term of one year up to FY 2027.

The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form MR-3 is annexed herewith for your kind perusal and information as Annexure-III.

c. Cost Records and Cost Auditors:

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

20. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORTS:

The Statutory Auditors report and the Secretarial Audit report do not contain any qualifications, reservations, adverse remarks or disclaimer. Secretarial Audit report, i.e., Form No. MR-3 is attached to this Report as Annexure III. During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported any fraud to the Audit Committee committed by its officers or employees as specified under Section 143(12) of the Act.

21. REMUNERATION POLICY:

The Companys policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of Company and the same is available on the Companys website URL https://delaplex.in/corporate-policies/.

22. REPORTING OF FRAUD BY AUDITOR:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

23. LOANS, GUARANTEES AND INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Act have been disclosed in the financial statements, which forms part of this Integrated Annual Report. During FY 2025-26, the Company has not given guarantee to any of its subsidiaries, joint ventures, associates companies and other body corporates and persons.

As per Section 186 of the Act, the details of Loans, Guarantees or Investments made during FY 2025-26 are given below:

Name of Companies	Nature of Transactions	Amt in Lakhs
		Loans	Investments
Celestia Crew Consultancy Private Limited	Acquisition of shares	0.00	0.77
	Inter-Corporate debt	60.00	0.00
Delaplex Software Limited	Investment	0.00	19.71
	Inter-Corporate debt	1198.63	0.00

24. DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Accordingly, disclosing the details of deposits which are not in compliance with the requirements of Chapter V of the Act is not applicable.

25. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ["POSH ACT"]:

The Company is committed to providing a safe, inclusive, and respectful workplace for all its employees and follows a zero-tolerance approach towards any form of sexual harassment. The Company endeavours to uphold the safety, dignity, and well-being of every individual associated with it and ensures a work environment free from discrimination and harassment.

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and other applicable laws, the Company has implemented a comprehensive Policy on Prevention of Sexual Harassment at Workplace. The Policy provides a framework for prevention, prohibition, and redressal of complaints relating to sexual harassment and establishes appropriate mechanisms for addressing such matters with fairness, sensitivity, and confidentiality.

All complaints received under the Policy are dealt with in a fair, impartial, and confidential manner, ensuring protection of the privacy and reputation of all concerned parties. Based on the outcome of the inquiry, appropriate corrective and disciplinary actions are taken, wherever warranted, in accordance with the provisions of the Policy and applicable laws.

The Company continues to promote awareness and prevention through regular employee training programmes, induction sessions for new employees, awareness initiatives, and periodic communications to reinforce expected standards of professional conduct.

During the financial year 2025-26, the Company did not receive any complaints relating to sexual harassment.

The Company remains committed to continuously strengthening its practices and initiatives to ensure a safe, equitable, and harassment-free workplace for all employees, trainees, associates, and other stakeholders.

26. MANAGERIAL REMUNERATION:

The Company has paid managerial remuneration during the financial year 2025-26 and the details of the same are disclosed in Management Discussion and Analysis Report (MDAR) as Annexure- IV.

27. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had 5 (Five) Board meetings during the financial year under review. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Further, the Directors state that the applicable secretarial standard i.e., SS-1 relating to ‘Meeting of the Board of Directors has been duly followed by the Company.

Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1 30.05.2025	5	5	100%
2 24.06.2025	5	5	100%
3 02.08.2025	5	3	60%
4 14.11.2025	5	5	100%
5 02.01.2026	5	4	80%

28. GENERAL MEETING:

The Company had 1 (One) General meetings during the financial year under review.

The Directors state that the applicable secretarial standard i.e., SS-2, relating to ‘General Meeting, has been duly followed by the Company.

Type of Meeting	Date of Meeting
1 Annual General Meeting	30.08.2025

29. SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

30. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:

The Company confirms that during the financial year under review, there was no instance of revision or restatement of the financial statements. Accordingly, the provisions relating to revision of financial statements as prescribed under Section 131 of the Companies Act, 2013 read with the applicable rules thereunder are not applicable to the Company.

31. CORPORATE SOCIAL RESPONSIBILITY:

The Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.

The Annual Report on CSR activities for the year under review is set out in Annexure V 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 at https://delaplex.in/corporate-policies/.

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 in the format prescribed in the Companies (CSR Policy) Rules, 2014 are set out in Annexure V of this Report.

32. PARTICULARS OF EMPLOYEE:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-VI forming part of this report.

33. SHARES:

i. Issue of shares or other convertible securities:

During the year, The Company has not issued any shares during the year under review.

ii. Issue of equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the year under review.

iii. Issue of sweat equity shares:

The Company has not issued any sweat equity shares during the year under review.

iv. Details of employee stock options:

Presently, the Company has the Delaplex Employees Stock Option Scheme, 2024, and there has been no material change in the subsisting DESOS,2024 Scheme during the financial year.

During the Financial Year 2024-25, the Company has received an in-principal approval for maximum listing of 4,55,500 stock options under the Delaplex Employees Stock Option Scheme, 2024. On 1^st April 2025 the company has Granted 131800 stock options to eligible employees.No stock options vested or were exercised during the year, and accordingly, no equity shares were allotted pursuant to the exercise of stock options.

The disclosures required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are provided in Annexure VII, which forms an integral part of this Annual Report.

v. Shares held in Trust for the benefit of employees where the voting rights are not exercised directly by the employees:

The Company does not hold any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees during the year under review.

vi. Issue of Debentures, Bonds or Any Non-Convertible Securities:

The Company has not issued any debentures, bonds or any non-convertible securities during the year under review.

vii. Issue of Warrants:

The Company has not issued any warrants during the year under review.

34. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

The details in respect of internal financial controls and its adequacy are included in the Management Discussion and Analysis, which forms part of this Report.

35. MAINTENANCE OF COST RECORDS:

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.

36. CORPORATE GOVERNANCE:

As a good corporate governance practice the Company has generally complied with the corporate governance requirements. Our disclosures seek to attain the best practices in corporate governance. We also endeavour to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on NSE Emerge Platform on NSE Limited, therefore by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are not applicable to the company.

Hence, corporate governance report does not form a part of this Board Report, though we are committed towards best corporate governance practices.

37. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a. in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed with no material departures;

b. 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 as at March 31, 2026 and of the profit and loss of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual financial statements on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

38. RISK MANAGEMENT:

The Companys Risk Management framework is designed to support the achievement of its longterm vision, strategic objectives and sustainable value creation for all stakeholders. The framework enables the identification, assessment, monitoring and mitigation of risks that may impact the Companys operations, financial performance, reputation and growth prospects.

The Board of Directors has overall responsibility for overseeing the Companys risk management process and ensuring that an effective risk governance structure is in place. The Risk Management Committee, together with the senior management team, periodically reviews the risk landscape, including emerging risks arising from changes in the economic environment, regulatory developments, technology disruptions, cybersecurity threats, geopolitical uncertainties, climate- related factors and evolving stakeholder expectations.

The Company follows an integrated enterprise risk management approach that is aligned with its corporate strategy and operational objectives. Risks are identified and evaluated across various business functions and are prioritized based on their potential impact and likelihood. Appropriate mitigation plans, internal controls and monitoring mechanisms are implemented to manage these risks within the Companys defined risk appetite.

During FY 2025-26, the Company continued to strengthen its risk management capabilities through enhanced governance practices, periodic risk assessments, business continuity planning, cybersecurity preparedness, compliance monitoring and internal control reviews. The management regularly reports key risk indicators, mitigation measures and emerging risk trends to the Board and its Committees for review and guidance.

The Company believes that effective risk management is fundamental to building resilience and sustaining long-term growth. Based on the assessment carried out during the year and the mitigation measures implemented, the Board is of the opinion that there are no material risks that may threaten the existence of the Company or materially impact its ability to achieve its strategic objectives.

The Risk Management Policy and framework are reviewed periodically to ensure their continued relevance, effectiveness and alignment with the evolving business environment and regulatory requirements.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Managements discussion and analysis report is annexed in Annexure-IV.

40. WEBSITE:

The Company is maintaining its functional website and the website contains basic as well as investor related information. The link of website is https://delaplex.in/.

41. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:

There was no change in the registered office of the company during the financial year 2025-2026.

42. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

43. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE 2016:

During the financial year under review, there were no application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code, 2016.

44. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the financial year under review, there were no one time settlement of Loans taken from Banks and Financial institutions.

45. CAPITAL STRUCTURE:

During the year under consideration, the Company has not changed its capital structure and the authorized and paid-up share capital as on 31^st March 2026 stands as follow:

The Authorized Share Capital of the Company is Rs. 10,00,00,000.00 (Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each.

During the F.Y. 2025-2026, the Paid-up Share capital of the Company stands as Rs. 9,11,00,000.00 (Rupees Nine Crores Eleven Lakhs Only) divided into 9110000 (Ninety-One Lakhs Ten Thousand) Equity Shares of Rs. 10/- each.

46. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013:

The Company has maintained its books of account for the financial year ended March 31, 2026 using accounting software(s) having the feature of recording audit trail (edit log) facility. The said audit trail feature has been enabled and operated throughout the year for all relevant transactions recorded in the software(s). Further, there were no instances identified where the audit trail feature was tampered with during the course of audit.

The Company has complied with the requirements of Rule 3(1) of the Companies (Accounts) Rules, 2014, as applicable from April 1, 2025, and the provisions of Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 relating to the preservation of audit trail records as per the statutory requirements.

47. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013:

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting and the same has been reported in Annual Return of the company.

48. FRAUD REPORTING:

During the Financial Year 2025-26, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

49. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

ACKNOWLEDGEMENT:

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.