Delta Autocorp Ltd Directors Report

The Members,

Your directors have pleasure in presenting their Third (03 rd ) Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31 st March, 2026.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

The Audited Financial Statements as on March 31, 2026 are prepared in accordance with applicable Indian Accounting Standards, Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the Companies Act, 2013 ("Act").

Summarised Financial Highlights

In Lakhs

Particulars	Standalone F.Y. 2025-26	Standalone F.Y. 2024-25	Consolidated F.Y. 2025-26
Revenue from Operations	7966.32	8318.51	7958.16
Other Income	307.37	82.05	307.47
Total Income	8273.69	8400.56	8265.63
Total Expense	7379.64	7269.25	7381.45
Profit before Tax (PBT)	894.05	1131.32	884.18
Prior period expense/ (income)	(36.06)	-	(36.06)
Profit before Tax (PBT) after prior period item	930.11	1131.32	920.24
Tax Expense	274.09	291.36	229.21
Profit after Tax (PAT)	656.02	839.96	691.03
Earnings per Share (\u20b9)	4.29	5.49	4.52

2. PERFORMANCE HIGHLIGHTS

i. Total Income: During FY ended 31st March, 2026, the Company reported Standalone Total Income of ?‚?8,273.69 Lakhs and Consolidated Total Income of ?‚?8,265.63 Lakhs , as compared to ?‚?8,400.56 Lakhs on Standalone basis for FY ended 31st March, 2025. Standalone Total Income declined by 1.51% .

ii. Profit Before Tax (PBT): Standalone PBT for FY 2025-26 amounted to ?‚?894.05 Lakhs , as compared to ?‚?1,131.32 Lakhs for previous financial year, representing a decline of 20.97% . Consolidated PBT stood at ?‚?884.18 Lakhs for FY 2025-26.

iii. Net Profit: Standalone Profit After Tax (PAT) for FY 2025-26 was ?‚?656.02 Lakhs , as compared to ?‚?839.96 Lakhs for previous financial year, representing a decline of 21.90% . Consolidated PAT stood at ?‚?691.03 Lakhs for FY 2025-26.

iv. Earnings Per Share (EPS): Standalone EPS for FY 2025-26 stood at ?‚?4.29 per share , as compared to ?‚?5.49 per share for previous financial year, representing a decline of 21.86% . On Consolidated basis, EPS stood at ?‚?4.52 per share for FY 2025-26.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company is engaged in the business of manufacturing and selling of Electric Two & Three wheelers under the brand name "DELTIC" . There has been no change in the Nature of the Companys Business during the reported Financial Year 2025-2026.

4. STATE OF COMPANYS AFFAIRS

During the year, the Company sold 11,844 units of Electric Two Wheelers and 2,229 units of Three Wheelers in FY 2025-26, through a wide network of 305+ dealers spread across 25 states & Union Territories in India.

The Company has two manufacturing plants in Baghpat, Uttar Pradesh and Paschim Bardhaman, West Bengal with ISO 9001:2015, ISO 14001:2015, 45001:2018, 9001:2015 Certifications .

5. DIVIDEND

As the Company retained the earnings for investment in future projects, the directors have not recommended any dividend for the financial year 2025-26.

6. RESERVES

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, no amount was required to be transferred to the Investor Education and Protection Fund by the Company, as no dividend has been declared or remained unclaimed.

8. SHARE CAPITAL

Authorized equity share capital: ?‚?16,00,00,000/- (Sixteen Crores Only) divided into 1,60,00,000 [One Crore Sixty Lakh] Equity Shares of ?‚?10/- each.

Paid-up equity share capital: ?‚?15,28,96,980/- (Sixteen Crores Twenty-Eight Lakhs Ninety-six Thousand Nine Hundred Eighty Only).

Particulars	As on March 31, 2026 (\u20b9)	As on April 1, 2025 (\u20b9)
Authorized Equity Share Capital	16,00,00,000	16,00,00,000
Paid Up Equity Share Capital	15,28,96,980	15,28,96,980

During the Year, the Company has not issued any Equity Shares .

9. ALLOTMENT OF SHARES UNDER BONUS ISSUE

During the year, the Company has not allotted any Equity Shares .

10. DEPOSITORY SYSTEM & DEMATERIALISATION OF SHARES

The Companys shares are tradeable compulsorily in electronic form. The Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) . The ISIN allotted to the Companys Equity shares is INEOXRN01019 .

As on 31st March, 2026 , all Equity Shares of the Company are held in dematerialized form.

Mode	Number of Shares	% of Total Capital
Shares in Demat Mode with CDSL	1,35,71,241	88.76
Shares in Demat Mode with NSDL	17,18,457	11.24

11. UTILISATION OF IPO PROCEEDS

Utilization of proceeds raised from IPO till March, 2026:

Deployment of Funds	Amount Disclosed in Offer Document	Actual Utilized Amount	Unutilized Amount
Funding of Expenditure towards Setting up an Electric Three-Wheeler Fabrication Plant & Painting Plant	441.66	Nil	441.66
Investment in New Product Development	2132.00	281.22	1850.78
Funding of Working Capital Requirement	1146.00	1146.00	0
General Corporate Purposes	934.74	914.18	20.56
Total	4654.42	341.40	2313.00

(Figures as stated in the Report.)

12. COMPANYS WEBSITE

The website of the Company i.e. displays the Companys businesses up-front on the home page. The site carries a comprehensive database of information of all products and services offered by the Company including other information for investors like Financial Results, Shareholding Pattern, Directors & Senior Management personnels profile, details of Board Committees, Corporate Policies and business activities.

All mandatory information and disclosures as per the Companies Act, 2013 and SEBI LODR Regulations have been uploaded on the website. The Company does not have any Equity shares lying in the Suspense Account .

13. CREDIT RATING

During the year under review, the Company has no outstanding instruments for which credit rating needs to be obtained.

14. PUBLIC DEPOSITS

During the year, the Company has not accepted or renewed any public deposits from the public in terms of RBI directives and provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules made thereunder. Hence, information regarding outstanding deposits is not required .

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2026, the Company has a Subsidiary named Electrofine Motors Private Limited . Submission of details in Form AOC-1 is applicable and attached as Annexure V .

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2026, the Companys Board had 5 members comprising:

Two Non-Executive Independent Directors

One Non-Executive Non-Independent Director

One Executive Non-Independent Woman Director

One Executive Managing Director

The Board has identified core skills, expertise, and competencies of the Directors in the context of the Companys business for effective functioning.

COMPOSITION OF THE BOARD

S No.	Name of the Director	DIN Number	Designation	Date of Appointment	Date of Change in Designation	Date of Cessation
1	Mr. Ankit Agarwal	03289175	Managing Director	July 21, 2023	-	-
2	Mrs. Priyanka Agarwal	08421025	Whole Time Director	July 21, 2023	-	-
3	Mr. Sanwarmall Agarwalla	10412769	Non-Executive Director	December 02, -	-	-
4	Mr. Vikas Kumar	06907437	Non-Executive Independent Director	May 18, 2024	-	-
5	Mr. Kishore Parthasarathy Nanda	10622064	Non-Executive Independent Director	May 18, 2024	-	-
6	Mr. Nitin Dubey	-	Company Secretary	April 4, 2025	-	August 25, 2025
7	Mr. Lovejeet Bedi	-	Company Secretary	July 15, 2024	-	April 04, 2025
8	Ms. Rama Kanojia	-	Company Secretary	November 14, 2025	-	August 21, 2026

During the year under review, there was no change in the composition of the Board of Directors . However, there was a change in the Company Secretary of the Company.

17. RE-APPOINTMENT OF DIRECTOR(S) RETIRING BY ROTATION

Pursuant to Section 152 of the Companies Act, 2013, Mr. Sanwarmall Agarwalla , Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself to be re-appointed as Director. The Board recommends the re-appointment of Mr. Sanwarmall Agarwalla (DIN: 10412769) as Director of the Company liable to retire by rotation.

None of the Directors are disqualified as per Section 164 of the Companies Act, 2013. The Directors have made necessary disclosures under Section 184 and other relevant provisions of the Act.

18. DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI LODR Regulations.

Further, all Independent Directors affirmed that they have adhered and complied with the Companys Code of Conduct for Independent Directors framed in accordance with Schedule IV of the Act.

They confirmed they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge duties with objective independent judgment and without external influence. All Independent Directors on the Board as on March 31, 2026 have been registered in the data bank of Independent Directors as per Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise and they hold highest standards of integrity and are independent of management.

19. COMMITTEES OF BOARD

As required under the Act, and to the extent applicable to an SME-listed company under Regulation 15(2) of SEBI Listing Regulations, the Company has constituted:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

All observations, recommendations and decisions of the Committees are placed before the Board for information, noting or approval.

A. AUDIT COMMITTEE

Composition aligned with Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI LODR Regulations. Members collectively possess substantial financial and accounting expertise. The Committee comprises three members; Company Secretary is the Secretary of the Committee.

Name of Director	Nature of Directorship	Designation in Committee
Mr. Vikas Kumar	Non-Executive Independent Director	Chairperson
Mr. Kishore Parthasarathy Nanda	Non-Executive Independent Director	Member
Mr. Sanwarmall Agarwalla	Non-Executive Director	Member

B. NOMINATION AND REMUNERATION COMMITTEE

Composition meets Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR Regulations. Members possess sound knowledge/expertise/exposure. Committee comprises 3 members; Company Secretary is Secretary and Compliance Officer.

Name of Director	Nature of Directorship	Designation in Committee
Mr. Kishore Parthasarathy Nanda	Non-Executive Independent Director	Chairperson
Mr. Vikas Kumar	Non-Executive Independent Director	Member
Mr. Sanwarmall Agarwalla	Non-Executive Director	Member

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

Meets Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI LODR Regulations. Mainly responsible to review all grievances connected with transfer of securities and redressal of shareholders/investors/security holders complaints. Committee comprises three members; Company Secretary is Secretary and Compliance Officer.

Name of Director	Nature of Directorship	Designation in Committee
Mr. Sanwarmall Agarwalla	Non-Executive Director	Chairperson
Mr. Ankit Agarwal	Executive Director	Member
Ms. Priyanka Agarwal	Executive Director	Member

20. MEETINGS

a. MEETINGS OF THE BOARD

During the year under review, 10 (Ten) Board meetings were convened and held on:

04th April, 2025

21st April, 2025

28th April, 2025

1st May, 2025

15th May, 2025

30th May, 2025

21st July, 2025

14th August, 2025

14th November, 2025

19th February, 2026

The maximum time gap between any two consecutive meetings did not exceed 120 days .

Name of the Director	Board Meetings attended during the year	Attendance at last AGM
Mr. Ankit Agarwal	10	Yes
Mr. Sanwarmall Agarwalla	10	Yes
Mr. Vikas Kumar	5	Yes
Mr. Kishore Parthasarathy Nanda	3	Yes

(Table as provided in the Report.)

21. BOARD FAMILIARISATION AND TRAINING PROGRAMME

The Board is regularly updated on changes in statutory provisions, operations, key trends and risk universe applicable to the Companys business. These updates help Directors keep abreast of key changes and their impact. An annual strategy meeting is conducted where the Board provides inputs on business strategy and long-term sustainable growth. Directors also participate in various programs/meetings where subject matter experts apprise them on key global trends.

22. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Act, the Company has framed a policy on Directors appointment and remuneration and other matters ("Remuneration Policy") available on the website; link given in Annexure-1 . The Remuneration Policy sets out guiding principles for NRC for identifying persons qualified to become Director. It is directed towards rewarding performance based on review of achievements and is in consonance with existing industry practice. The Company affirms remuneration paid to Directors is as per the policy.

23. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Policy is available on the Companys website; link in Annexure-1 .

24. SUCCESSION PLAN

The Company has been adhering to SEBI Regulations and guidelines. Since the Company is listed on SME Platform of National Stock Exchange Limited (NSE), by virtue of Regulation 15(2) of SEBI LODR Regulations, compliance with Regulations 17 to 27 and clause B to (1) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V relating to Corporate Governance Report shall not apply to a company listed on SME Exchange. Hence, the Company is not required to formulate a succession plan as required in Regulation 17 of SEBI LODR Regulations 2015.

25. BOARD POLICIES

Details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure-1 .

26. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

The BRSR framework as specified in Regulation 34 of SEBI LODR Regulations, 2015 is applicable on top one thousand listed entities based on market capitalization. Since the Company is out of the aforesaid criteria, it is not required to enclose BRSR as part of Annual Report.

27. COST RECORDS AND COST AUDITORS

The provisions of Cost Audit were not applicable to the Company during the year under report. The Company has duly maintained cost records in terms of applicable provisions of law.

28. AUDITORS REPORT AND REPORTING OF FRAUDS BY AUDITORS

During the year under review, no report under Section 143(12) of the Companies Act, 2013 was filed by the Statutory Auditor or Secretarial Auditor in Form ADT-4 with the Central Government. Further, the Company does not have a Cost Auditor and accordingly related reporting requirement is not applicable.

However, a matter involving manipulation of funds and diversion of payments aggregating to ?‚?158 lakh by an official of the Company through impersonation of a legitimate vendor was identified, pertaining to the preceding year and the year under review. The Management is currently examining and verifying the facts and circumstances and is collating requisite information and supporting documents. Upon completion of necessary verification and assessment, the Company shall take further action, including filing necessary documents with the Central Government, as required under applicable provisions of the Act. The Company is also taking appropriate measures to strengthen its internal control and verification mechanisms and to prevent recurrence.

29. CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Companys shares by designated persons and their immediate relatives as per SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down procedures to be followed by designated persons while trading and dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). It covers obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and process to familiarize with sensitivity of UPSI. It also includes code for practices and procedures for fair disclosure of UPSI, available on the Companys website; link in Annexure-1 .

30. GENERAL DISCLOSURES

The directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of this nature during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of Shares (including Sweat Equity Shares) to employees under any scheme.

Significant or material orders passed by Regulators or Courts or Tribunals which impact going concern status and Companys operations in future.

Voting rights which are not directly exercised by employees in respect of shares for subscription or purchase for which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

One time settlement of loan obtained from Banks or Financial Institutions.

Revision of financial statements and Directors Report.

31. AUDITORS OBSERVATIONS AND MANAGEMENT REPLIES

1. Auditors Observation:

The Statutory Auditors, in their Report under the Companies Act, 2013, made an observation under Clause 3(ii)(b) of the Companies (Auditors Report) Order, 2020, regarding quarterly statements submitted by the Company to banks/financial institutions in respect of working capital limits exceeding ?‚?5 crore, which were not in agreement with the books of account for the respective periods.

Management reply: The Management acknowledges the observation. The quarterly statements submitted to banks and financial institutions in respect of working capital limits were prepared for banking and monitoring purposes and were not subject to audit or review. Accordingly, certain differences between such quarterly statements and the figures reported in the audited financial statements may arise as a normal consequence of the subsequent audit process, including audit adjustments, provisions and year-end closing adjustments.

2. Auditors Observation:

The Statutory Auditors have reported certain dues relating to Custom Duty amounting to ?‚?274.35 lakh , which have not been deposited as at March 31, 2026, on account of disputes pending before the Principal Commissioner of Customs (Port).

Management reply: The Management has represented that the aforesaid demands are under dispute and the Company is pursuing appropriate legal remedies before the relevant authorities. Based on facts and circumstances and advice of management/legal advisors, the Company is contesting the said demands. The Company is confident of obtaining a favourable outcome and accordingly no amount has been paid against the disputed demands, except as may be required under applicable law.

3. Auditors Observation:

The Statutory Auditors have reported that an official of the Company was involved in manipulation of funds and diversion of payments amounting to ?‚?158 lakh to vendors and transporters by impersonating a legitimate vendor during the preceding year and the year under audit. The matter was investigated by the Company, the concerned official was dismissed from service, and an FIR has been lodged against the said official.

Managements Reply: The Management has taken note of the observation. The Company has identified the irregularity involving diversion of funds amounting to ?‚?158 lakh and is currently conducting an internal investigation into the matter. The Company is examining the circumstances surrounding the irregularity and identifying the persons responsible.

The Company is also taking appropriate steps in accordance with the findings of the investigation and applicable laws. Further, the Company is taking necessary measures for recovery of the amount involved and shall extend full cooperation to the investigating authorities. The Management has also initiated necessary measures to strengthen internal control and verification mechanisms, including vendor verification, payment authorization and monitoring processes, with a view to preventing recurrence.

32. INTERNAL AUDITORS

In terms of Section 138 of the Companies Act, 2013 and Rule 13 of Company (Accounts) Rules, 2013, the Company appointed M/s SBRT & Co., Chartered Accountants as Internal Auditor to conduct the internal audit of the Company for the Period 2025-26 . During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding assets, review of operational efficiency, effectiveness of systems and processes, and assessing internal control strengths in all areas. Internal Auditors findings are discussed and corrective steps are taken as per the directions of Audit Committee on an ongoing basis.

33. VIGIL MECHANISM

Pursuant to Regulation 15 of SEBI LODR Regulations, 2015, Regulation 22 of SEBI LODR Regulations, 2015 is not applicable to the Company. However, pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a vigil mechanism. The Whistle Blower & Vigil Mechanism Policy has been uploaded on the website .

During the year under review, no employee or Director was denied access to the Chairman of the Audit Committee under the Whistle Blower Policy and Vigil Mechanism.

34. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize realization of opportunities. The Company has laid down a comprehensive Risk Management Policy which is reviewed by the Board from time to time. These procedures are reviewed to ensure that management controls risk through means of a properly defined framework. The major risks have been identified and mitigation processes/measures formulated in the Policy.

35. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website:

36. MATERIAL CHANGES AND COMMITMENTS

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 to which the financial statements relate and the date of the report.

37. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to its financial statements. However, during the course of audit for FY ended March 31, 2026, the Statutory Auditors identified a material weakness in the internal financial controls relating to the procurement process, particularly with respect to vendor selection, purchase authorization and monitoring of procurement transactions.

The Company has taken note of the observations and has initiated/undertaken appropriate corrective measures to strengthen procurement controls, including strengthening authorization mechanism, vendor selection process and monitoring of procurement transactions. The Management is committed to implementing and monitoring necessary remedial measures.

38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans, guarantees and investments covered under Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements ( Refer Note No. 16 ). However, the Company has not made Investment through more than two layers of investment Companies in accordance with Section 186. Further, the Company has not given any guarantee or security to any person or body corporate.

39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered into during FY 2025-26 were on Arms Length Basis and in the Ordinary Course of business . There were no materially significant Related Party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2 , is appended as Annexure III .

40. PARTICULARS OF EMPLOYEES

In terms of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of top ten employees in terms of remuneration drawn and names and other particulars of employees drawing remuneration in excess of limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) read with Rule 5(1) forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members. Any member interested in obtaining such information may address their email to compliance@deltic.co .

41. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made thereunder, M/s. Kapil Kumar & Co, Practicing Company Secretary has been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure VI .

42. EMPLOYEES STOCK OPTION PLAN

The Company has not provided stock options to any employee during the period.

43. CORPORATE GOVERNANCE REPORT

The Company has been adhering to SEBI Regulations and guidelines. Since the Company is listed on SME Platform of NSE, by virtue of Regulation 15(2) of SEBI LODR Regulations, 2015, compliance with corporate governance provisions specified in Regulations 17 to 27 and clause B to (1) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V relating to Corporate Governance Report shall not apply. Hence, Corporate Governance Report does not form part of this Board Report, though the Company is committed to best corporate governance practices.

44. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a good work environment ensuring every woman employee is treated with dignity, respect and equality. There is zero tolerance towards sexual harassment; it invites serious disciplinary action. During the year under review, the Company has not received any complaint of harassment.

As required under clause (x) of Rule 8 of The Companies (Accounts) Rules, 2014, the Company has duly constituted the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Particulars	Status
Number of complaints of sexual harassment received in Calendar Year 2025	Nil
Number of complaints disposed of during Calendar Year 2025	Nil
Number of cases pending for more than ninety days	Nil

45. COMPLIANCE WITH 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 statutory benefits 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.

Summary of maternity benefit-related records for the financial year:

Sr. No	Particulars	Nos.
1	Number of women employees working	7
2	Number of women employees eligible for Maternity Benefit	7
3	Number of women employees who availed Maternity Benefit	0

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

(I) Particulars with respect to Conservation of Energy

a. Steps taken or impact on Conservation of energy: The power consumption of the Company as a percentage of total turnover comes to negligible percent. Efforts are aimed to minimize energy consumption in spite of rapid increase in operations.

b. Steps taken for utilizing alternate sources of energy: As energy consumption to total turnover is very minimal, use of alternate source of energy is presently not required. During the year, the Company reported a rise in use of renewal energy and reduction in specific energy consumption in production.

c. Capital investment on energy conservation equipment: As energy consumption to total turnover is very minimal, investment in Energy Conservation Equipment is presently not required.

(II) Particulars with respect to Technology Absorption

a. Efforts made: The Company has always been aware of latest technological developments and adapted them to make products more cost effective and to attain high levels of quality.

b. Benefits derived: Reducing cost, improving packaging, upgrading existing products and developing new products. This helped the Company satisfy consumer needs and business requirements.

c. Imported technology:

Technology imported: None

Year of import: Not applicable

Has technology been fully absorbed: Not applicable

(III) Foreign Exchange Earnings and Outgo

During FY 2025-2026, particulars as required by Companies (Accounts) Rules, 2014:

PARTICULARS	As at March 31, 2026 (\u20b9 in Lakhs)	As at March 31, 2025 (\u20b9 in Lakhs)
Foreign Exchange Earnings (Inflow)	Nil	Nil
Foreign Exchange Outgo (Outflow)	1952.46	418.88

47. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During FY ended 31st March, 2026, the Company incurred CSR Expenditure of 20,50,000 Lakhs . The Company believes in making lasting impact towards creating a just, equitable, humane and sustainable society. The Company has spent more than 2% of average net profits made during the immediately preceding financial year. The Chief Financial Officer has certified that CSR spends for FY 2025-26 have been utilized for the purpose and in the manner specified under Section 135 read with Schedule VII and Companies CSR Policy Rules, 2014. The CSR Policy is available on the website under "Policies" at .

The Companys CSR statement and report on CSR activities undertaken during FY ended 31st March, 2026, in accordance with Section 135 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure II .

48. MANAGEMENT DISCUSSIONS AND ANALYSIS

As required under the Listing Regulation, Management Discussion and Analysis Report is presented in Annexure IV and forms an integral part of the Directors Report.

49. HUMAN RESOURCES

Employees are core resources and the Company has continuously evolved policies to strengthen its employee value proposition. The Company was able to attract and retain best talent and the same can be felt in past growth. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy; the Company makes all efforts on training. The Company shall always place necessary emphasis on continuous development of its Human Resources. The belief "Great People create Great Organization" has been at the core of the Companys approach to its people.

50. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors based on representations received from operating management and after due inquiry confirm that:

(a) in the preparation of the annual accounts, applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

51. LISTING WITH STOCK EXCHANGES

The Companys equity shares are listed on SME platform of National Stock Exchange of India Limited with Symbol Deltic . The Company is regular in payment of Annual Listing Fees. The Company has already paid the Listing Fees for the year 2025-26.

52. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has duly followed the applicable Secretarial standards, SS-1 & SS-2 relating to Meeting of the Board of Directors and General Meeting respectively.

53. CAUTIONARY STATEMENT

Statements in this Report, including those relating to Directors Report and Management Discussion and Analysis, that appear to be forward-looking within the meaning of applicable securities laws and regulations may involve certain risks and uncertainties. Actual results could differ materially from those expressed or implied. The Company undertakes no obligation to publicly update or revise any forward-looking statements. Important factors that could influence the Companys operations include demand and supply conditions, changes in Government regulations, tax laws, and foreign exchange rate fluctuations, among others.

54. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the support and co-operation received from the Government Departments, Bankers, Customers, Investors, Stakeholders and all others with whose help, cooperation and hard work the Company is able to achieve the results.

For and on Behalf of the Board of
Delta Autocorp Limited
Ankit Agarwal	Priyanka Agarwal
Managing Director	Whole-time Director & CFO
DIN: 03289175	DIN: 08421025