Delta Industrial Resources Ltd Directors Report

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Companys Board of Directors consists of distinguished individuals with proven competence and integrity. Besides strong financial acumen, strategic astuteness, experience and leadership qualities, they have a significant degree of dedication to the Company and invest adequate time to Meetings and preparation. In terms of requirement of Listing Regulations, 2015, the Board has defined fundamentals, skills, expertise and competencies of the Directors in the context of the Companys business for effective functioning and how the current Board of Directors is fulfilling the required skills and competences. As of March 31, 2026, the Board consisted of Five (5) Directors, following are as follow:

A. CHANGE IN DIRECTORSHIP:

There was no change in the composition of the Board of Directors of the Company during the financial year under review. The composition of the Board remained unchanged throughout the year and was in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, subsequent to the financial year ended 31 March 2026, Mr. Aman Kumar Ray (DIN: 11087722) resigned from the office of Director of the Company with effect from the close of business hours on 25^th June 2026, due to personal reasons.

The Board places on record its appreciation for the valuable contribution and guidance provided by Mr. Aman Kumar Ray during his tenure as a Director of the Company. The resignation was duly intimated to the Stock Exchanges in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

B. DIRECTORS RETIRING BY ROTATION:

Pursuant to section 152 of the Companies Act 2013 and Regulation 36 SEBI (LODR) Regulations 2015 read with Secretarial Standard-2 on General Meetings the relevant rules made thereunder, Ms. Lily Mundu (DIN: 10118884) Director is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible for re-appointment, and has sought re-appointment.

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended their re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

C. KEY MANAGERIAL PERSONNEL:

There has no change in designation of the Key Managerial Personnel. Pursuant to the provisions of Sections 2(51) and 203 of the Act, read with the Rules framed thereunder, the following are the Key Managerial Personnel of the Company as on 31^st March, 2026:

1. Ms. Lily Mundu- Managing Director

2. Ms. Oshin Gehlot - Company Secretary

INDEPENDENT DIRECTORS:

Statement on Declaration given by Independent Directors:

The Company has two Independent Directors, namely Mr. Krishna Kumar Kulshrestha and Mr. Deepak Sinha. Each of them has submitted the requisite declarations under Section 149(7) of the Act, affirming that they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have further confirmed that they are not aware of any circumstances or situations that could impair their independence or affect their ability to exercise objective judgment free from external influence.

The Board of Directors has reviewed and duly noted these declarations and confirmations after conducting a thorough assessment of their accuracy. The Independent Directors have also affirmed compliance with the provisions of Schedule IV of the Act (Code for Independent Directors) and the Companys Code of Conduct. There has been no change in the status or circumstances that would affect their designation as Independent Directors during the reporting period.

Additionally, the Company has received confirmation from all Independent Directors regarding their registration in the Independent Directors databank, maintained by the Indian Institute of Corporate Affairs, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Familiarization Programme for Independent Directors: -

Your Company has adopted a formal Familiarization Programme for Independent Directors to support their effective participation on the Board. As part of the familiarization process, the Company provides detailed insights into its business operations, industry dynamics, organizational structure, and group-level businesses. Independent Directors are also informed about the regulatory and compliance obligations under the Companies Act, 2013 and the SEBI Listing Regulations.

ANNUAL BOARD EVALUATION:

The Company has established a comprehensive framework for evaluating the performance of the Board of Directors, its Committees, and Individual Directors, in line with the requirements of Sections 134 and 178 of the Act, Regulation 17(10) of the SEBI Listing Regulations, and the Companys Nomination and Remuneration Policy.

As part of this evaluation process, structured and confidential questionnaires were circulated to all Directors to obtain feedback on various aspects of the Boards functioning, the effectiveness of its committees, and the performance of each Director.

The observations and responses received were compiled, analyzed, and subsequently presented to the Chairman of the Board for review and discussion.

The Evaluation of Directors covered several aspects, including their attendance and participation in meetings, understanding of the Companys operations and business environment, application of knowledge and expertise, quality of contributions to discussions, maintenance of confidentiality, integrity, and independent judgment. Directors were also evaluated on their alignment with the Companys core values, commitment to fiduciary responsibilities, and adherence to the Code of Conduct.

The Boards performance was assessed based on criteria such as the effectiveness of its oversight on compliance and governance matters, clarity in the roles of the Chairman and Executive/Non-Executive Directors, the diversity and mix of skills and expertise, strategic involvement, and overall guidance in areas such as risk management, financial reporting, ethics, and succession planning. Particular emphasis was placed on the Boards ability to provide strategic foresight and review the implementation of key initiatives and policies.

The evaluation of Committees considered their structure, independence, frequency of meetings, adherence to defined procedures, effectiveness in fulfilling their responsibilities, and the extent of their contribution to Board decisions. The Committees were also assessed on their ability to engage meaningfully with internal and external auditors, and their role in supporting oversight functions.

Based on the outcome, the Board concluded that the overall performance of the Board, its committees, and individual Directors, including Independent Directors, was found to be satisfactory.

BOARD COMMITTEES:

The Company has Three Board Committees as on March 31, 2026:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

During the year, all recommendations made by the committees were approved by the Board.

Details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:

i. All Directors had attended the Board meetings;

ii. The remunerations paid to Executive Directors are strictly as per the Company and industry policy.

iii. The Independent Directors only received sitting fees.

iv. The Independent Directors contributed significantly in the Board and committee deliberation and business and operations of the Company and subsidiaries based on their experience and knowledge and independent views.

v. The compliances were reviewed periodically;

vi. Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, the Board of Directors of the Company met Six (06) times

i.e., on April 15, 2025, May 21, 2025, July 08, 2025, September 01, 2026, November 13, 2026, February 06, 2026.

The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report.

There were no Complaints received for the financial year ended 31st March, 2026.

During the financial year under review, the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, were not applicable to the Company.

Accordingly, the Company was not required to undertake any Corporate Social Responsibility (CSR) activities during the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under the Regulation 34 read with Schedule V of SEBI Listing Regulations, forms part of this Annual Report and is annexed.

The states of the affairs of the business along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 requires disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company on continues basis undertakes programs of conserving energy. The details of the same are as follows:

Conservation of Energy

Technology absorption:

Foreign Exchange Earnings/ Outgo:

The details of Foreign Exchange Earnings and outgo are as follows:

RISK MANAGEMENT:

The Audit Committee has been delegated the responsibility for monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.

APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ("IBC"):

During the financial year under review, the Company filed an application under Section 9 of the Insolvency and Bankruptcy Code, 2016 before the Honble National Company Law Tribunal ("NCLT"), Chandigarh Bench, against Regency Fincorp Limited, for initiation of Corporate Insolvency Resolution Process.

The said application was filed on 15 December 2025 and the first hearing for admission of the application was held on the same date. As per the latest disclosure made by the Company, the said application is pending for admission before the Honble NCLT, Chandigarh Bench.

There has been no order for commencement of Corporate Insolvency Resolution Process against the Company in respect of the aforesaid proceedings as on the date of this Report.

DISCLOSURE ON ONE TIME SETTLEMENT:

During the year under review, there was no one-time settlement entered into by the Company with any bank, financial institution, or other lender. Accordingly, there is no disclosure required in respect of any one-time settlement or any corresponding amount of difference between the amount due and the amount actually settled. The Board confirms that no such event occurred during the financial year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, there are no significant material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

AUDITORS:

A) Statutory Auditors & their Report:

M/s. Bhatter & Associates, Chartered Accountants (Firm Registration No. 131411W), are the Statutory Auditors of the Company and have audited the financial statements of the Company for the financial year ended 31 March 2026.

The Statutory Auditors Report on the financial statements of the Company for the financial year ended 31 March 2026 forms part of the Annual Report.

The observations made by the Statutory Auditors in their Report, read together with the relevant Notes to Accounts forming part of the financial statements, are self-explanatory and, therefore, do not call for any further explanation or comments from the Board.

The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, the Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013, during the financial year under review.

B) Secretarial Auditor & their Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s. Shravan A. Gupta & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year ended 31 March 2026.

The Secretarial Audit Report in Form MR-3 for the financial year 2025-26, as issued by the Secretarial Auditor, forms part of this Annual Report and is annexed herewith as Annexure.

The observations, if any, made in the Secretarial Audit Report, read together with the relevant explanations and disclosures contained in the Annual Report, are selfexplanatory and do not call for any further explanation or comments from the Board.

C) Reporting of Frauds:

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

DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT:

The Company is firmly committed to fostering a safe, respectful, and inclusive workplace and maintains a zero-tolerance policy towards any form of discrimination or harassment. In alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a comprehensive Anti-Harassment and Grievance Redressal Policy.

To ensure proper handling of such matters, an Internal Complaints Committee (ICC) is constituted at the Group level to address and resolve complaints related to sexual harassment in a timely and fair manner. The policy clearly outlines the procedures, roles, and responsibilities involved in addressing such concerns and aims to offer guidance and support to employees across all offices of the Company. The policy covers all women employees, including those who are permanent, temporary, or contractual. It is introduced to all employees during their induction.

During the financial year under review, the Company has not received any complaints pertaining to sexual harassment.

The details of complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during F.Y 2025-26 are as follows:

1. Number of complaints at the beginning of the financial year -Nil

2. Number of complaints filed and resolved during the financial year -Nil

3. Number of complaints pending at the end of the financial year -Nil

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 to 76A of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices.

Pursuant to Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions specified in Regulations 17 to 27 and clauses (b) to (i) of sub- regulation (2) of

Regulation 46 shall not apply to a listed entity having paid-up equity share capital not exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Crores as on the last day of the previous financial year.

As on 31^st March, 2026, the paid-up equity share capital and net worth of the Company were within the aforesaid thresholds. Accordingly, the prov1s1ons relating to Corporate Governance are not applicable to the Company and therefore, the Corporate Governance Report does not form part of this Annual Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to the financial statements. Internal audits are undertaken on a quarterly basis by Internal Auditors covering all units and business operations to independently validate the existing controls. Reports of the Internal Auditors are regularly reviewed by the management and corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems. The Audit Committee evaluates the efficiency and adequacy of the financial control system in the Company and strives to maintain the standards in the Internal Financial Control.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:

All transactions entered with related parties as defined under the Act during the FY were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company and hence, enclosing Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employees remuneration is made available at the corporate office of the Company during working hours for a period of twenty-one (21) days before the date of the meeting.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable mandatory Secretarial Standards. ACCOUNTING STANDARDS:

The Company has followed Indian Accounting Standards (IND AS) issued by the Ministry of Corporate Affairs in the preparation of its financial statements.

APPRECIATION & ACKNOWLEDGEMENTS:

The Board wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees of the Company. The Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received from all the stakeholders including but not limited to the Government authorities, bankers, customers, suppliers and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.