Delta Manufacturing Ltd Directors Report

To the Shareholders

Your directors have pleasure in presenting the forty-third (43^rd) Directors Report of Delta Manufacturing Limited

("the Company") along with the financial statements for the financial year ended 31 ^st March, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Certain key aspects of your Companys performance during the financial year ended 31 ^st March, 2025 as compared to the previous financial year are summarised below:

( in Lakhs)

Particulars	Standalone (Audited)		Consolidated (Audited)
	Year Ended	*Year Ended	Year Ended	*Year Ended
	31st March,	31st March,	31st March,	31st March,
	2025	2024	2025	2024
Income for the year	6,146.50	6,829.63	6,146.50	6,829.63
Profit before Interest, Depreciation and Tax	(265.46)	(170.47)	(265.72)	(170.47)
Finance Charges	237.81	197.42	237.81	197.42
Profit before Depreciation and Taxes	(503.27)	(367.89)	(503.53)	(367.89)
Depreciation & Amortisation	324.88	329.22	324.88	329.22
Provisions for Taxation/Deferred Tax	(4.89)	(2.92)	(4.89)	(2.92)
Exceptional Items	30.84	-	8.59	-
Minority Interest & Profit / (Loss) from Associate	-	-	(15.58)	-
Company
Profit/(Loss) from Discontinued operations	(362.53)	(33.27)	(378.43)	(344.57)
Net Profit/(Loss) for the Current Year	(1,154.95)	(727.46)	(1,208.94)	(1,038.76)
Earlier Years Balance Brought forward	(2,334.11)	(1,576.62)	(2,303.48)	(1,235.81)
Net Profit /(Loss) available for Appropriation	(1,154.95)	(727.46)	(1,208.94)	(1,038.76)
Appropriation:
Amount Transferred to Non-Controlling Interest &	-	-	(1)	-
Other Adjustment
Transferred from other comprehensive Income	(16.97)	(30.03)	(17.02)	(28.91)
Balance carried to Balance Sheet	(3,506.03)	(2,334.11)	(3,530.45)	(2,303.48)

*Note: The standalone and consolidated figures for 31^st March, 2024 are restated on account of discontinued operations. For further details please refer notes to the accounts.

The standalone gross revenue from operations for financial year 2024-25 6,146.50was lakhs (Previous Year:

6,829.63 lakhs). The operating loss before tax stood (for continued operations) at 828.15 lakhs as against

697.11 lakhs in the Previous Year. The net loss after tax for the year stood at 1,154.95 lakhs against 727.46 lakhs reported in the Previous Year.

The consolidated gross revenue from operations for financial year 2024-25was 6,146.50 lakhs (Previous Year:

6,829.63 lakhs), The consolidated operating loss before tax stood (for continued operations) at 828.41 lakhs (Previous Year: 697.11 lakhs). The consolidated loss after tax stood at 1,208.94 lakhs (Previous Year: 1,038.76 lakhs).

2. DIVIDEND

The Directors do not recommend any dividend for the financial year ended ^st March, 2025.

3. SHARE CAPITAL

There was no change in the Companys share capital during the year under review. The Companys paid-up share capital is 10,85,11,200/- comprising of 1,08,51,120 Equity Shares of 10/- each.

4. ANNUAL RETURN

P ursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 (the Act), the Annual Return as on 31^st March, 2025 is available on the Companys website at the link https://www.deltamagnetsgroup.com/dml/ downloads/Annual%20Return%202024-25.pdf

5. NUMBER OF MEETINGS OF THE BOARD

The Board met five (5) times during the financial year 2024-25. The particulars of meetings held and attended by

Director are detailed in the Corporate Governance Report, which forms part of this Annual Report.

6. DIRECTORS RESPONSIBILITY STATEMENT

Y our Directors hereby confirm that: i. in the preparation of the annual accounts for financialyear ended 31 ^st March, 2025, the applicable accounting standards have been followed and there are no material departures; ii. they 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 loss of the Company for that period. iii. they 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. iv. they had prepared the annual accounts on a ‘going concern basis. v. they had laid down internal financial controls to be followed by the Company controls are adequate and have been operating efficiently. vi. they had devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

7. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Act and Regulation 25(8) of the Securities Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (Listing Regulations), confirmingthat they meet the criteria of independence under

Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations as amended from time to time.

The Independent Directors have also confirmed that they have complied with the Companys Code of

Conduct & Ethics.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all

Independent Directors have registered themselves with the Indian Institute of Corporate Affairs.

8. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy of the Company on Directors appointment and remuneration including criteria for determining positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure I to this Report.

9. P ARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act, read with

Companies (Meetings of Board and Its Powers) Rules, 2014 are given in the notes to the financial statement forming part of this Annual Report.

10. P ARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2024-25, your Company has entered into transactions with related parties as defined under Section 2(76) of the Act and Rules made thereunder and Regulation 23 of the Listing Regulations. During the financial year 2024-25, the Company has not entered into transactions with related parties which qualify as material transactions as per the Listing Regulations. All transactions with related parties were reviewed and approved by the Audit Committee were in compliance with the applicable provisions of the Act and the Listing Regulations.

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

The policy on Related Party Transactions may be accessed on the Companys website at the link: https://www. deltamagnetsgroup.com/dml/downloads/policies/Related%20Party%20Transaction%20Policy.pdf There are no transactions to be reported in Form AOC-2.

11. MA TERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

12. OTHER SIGNIFICANT EVENTS

Transfer of the Soft Ferrites Undertaking of the Company to MMG Ferrites Private Limited a) The Board of Directors at its meeting held on 13^th December, 2024 and shareholders at its Extra-Ordinary General Meeting held on 22^nd January, 2025, have approved the transfer of soft ferrites manufacturing business of the Company on a slump sale basis as a going concern to MMG Ferrites Private Limited. b) The Company had executed Business Transfer Agreement with MMG Ferrites Private Limited (hereinafter referred to as "MFPL") on 18^th December, 2024 to transfer its soft ferrites business as a going concern and Share Subscription and Shareholders Agreement with Premo S.L., Spain and MFPL on 18^th December, 2024 for, inter alia, allotment of shares amounting to 50% (fifty percent) of the share capital of MFPL to Premo S.L., Spain such that MFPL ceased to be a subsidiary of the Company w.e.f 24^th March, 2025. As a result of this change, MFPL is now associate of the Company and Premo S.L., Spain. c) During the year Voluntary Winding up of Rhine Estates Limited, UK is completed.

13. P ARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is appended as Annexure II to this Report.

14. BUSINESS RISK MANAGEMENT

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

15. VIGIL MECHANISM

The Company has adopted Vigil Mechanism and Whistle Blower Policy for Employees and Stakeholders in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations, to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. During the year no personnel of the Company was denied access to the Audit Committee. The said policy is available on the website of the Company at https://www.deltamagnetsgroup.com/dml/downloads/policies/ Whistle%20Blower%20Policy.pdf

16. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD

P ursuant to the provisions of the Act and Regulation 19 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the directors as well as the evaluation of the working of its committees.

The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria for the Board, its Committees and Directors.

The boards functioning was evaluated after taking inputs from the directors on various aspects, including inter alia degree of fulfilment of key responsibilities, board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The committees of the board were evaluated after taking inputs from the committee members on the basis of criteria such as degree of fulfilmentof key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The board reviewed the performance of the individual directors on aspects such as attendance and contribution at board/committee meetings and guidance/support to the management outside board/committee meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all board members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the board as a whole.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the board and the Chairman was evaluated.

17. SUB SIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review: a) DML Ferrites Private Limited ("DMPL") was incorporated as a wholly owned subsidiary on 8^th November, 2024. b) MMG Ferrites Private Limited ("MFPL") was incorporated as a wholly owned subsidiary on 2^nd May, 2024. Subsequently, it ceased to be a subsidiary on account of the disposal of 50% stake in the company, pursuant to a share subscription and shareholders agreement. As a result, it became an associate company on 24^th March, 2025.

The Board of Directors reviewed the affairs of subsidiary and associate company. In accordance with Section

129(3) of the Act, and the Listing Regulations the Company has prepared consolidated financial statements of the

Company and its subsidiary, which form part of the Annual Report. A statement containing the performance and financial position of the subsidiary and associate company as per the Act and Rules made thereunder, is provided as (Form AOC 1) in the financial statements and hence not repeated here for the sake of brevity.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated statements and related information of the Company and audited accounts of its subsidiary, are available on Companys website www.deltamagnets.com The policy for determining material subsidiaries as approved is available on the Companys website https://www. at deltamagnetsgroup.com/dml/downloads/policies/Policy%20for%20Determining%20%20Material%20Subsidiaries. pdf

18. DET AILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT

The Company has neither accepted nor renewed any deposits during the financial year 2024-25 in terms of

V of the Act.

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

AFFECTING THE GOING CONCERN STATUS OF THE COMPANY

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

20. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

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

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 152(6)(e) of the Act, Ms. Anjali Mody (DIN: 02784924) will retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.

The 2^nd term of Independent Directors Mr. Javed Tapia, Mr. Rajesh Jaggi and Dr. Vrajesh Udani completed on 03^rd August, 2024. On recommendation of NRC, the Board of Directors had appointed Mr. Jehangir Aibara, Mr. Kaarshan Awatramani and Mr. Aurobind Patel as an Independent Directors of the Company for the 1^st term of five years with effect from 01^st August, 2024 to 31^st July, 2029 and the said appointment was approved by the members of the Company at the AGM held on 20^th September, 2024, in accordance with the provisions of the Act and Rules made thereunder. The 1^st term of five years of Mr. Darius Khambatta as an Independent Director of the Company completed on 26^th September, 2024. On recommendation of NRC, the Board of Directors of the Company at its meeting held on 13^th August, 2024 had re-appointed Mr. Darius Khambatta as an Independent Director for a 2^nd term of five consecutive years from 27^th September, 2024 to 26^th September, 2029 and the same was confirmed by the members at the AGM held on 20^th September, 2024, in accordance with the provisions of the Act and Rules made thereunder.

22. A UDITORS

1. Statutory Auditor

M/s. M H S & Associates, Chartered Accountants (Firm Registration No: 141079W), was re-appointed as Statutory Auditors of the Company for second term at the 41^st AGM held on 14^th September, 2023 till the conclusion of the 46^th AGM to be held in the year 2028.

There are no qualifications,reservations or adverse remarks or disclaimers made by Statutory Auditor of the

Company, in the audit report.

2. Secretarial Auditor

P ursuant to the provisions of Regulation 24A of the Listing Regulations and in accordance with Section 204 of the Act, basis recommendation of the Board, the Company is required to appoint Secretarial Auditor, with the approval of the Members at its AGM. In view of the aforesaid, Audit Committee and the Board of Directors of the Company has recommended the appointment of M/s. A. K. Jain & Co., Company Secretaries (Membership

No. 6058) as the Secretarial Auditor of the Company for a period of five (5) consecutive years, i.e. to hold office from the conclusion of ensuing 43^rd Annual General Meeting (AGM) till the conclusion of 48^th AGM to be held in the calendar year 2030, subject to approval of the Members at the ensuing AGM of the Company, to undertake secretarial audit as required under the Act and Listing Regulations and issue the necessary secretarial audit report.

M/s. A. K. Jain & Co., Company Secretaries (Membership No. 6058) have confirmed that their appointment, made, will comply with the eligibility criteria in terms of Listing Regulations.

F urther, pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company have appointed M/s. A. K. Jain & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2025. The Secretarial Audit Report is appended as Annexure III to this Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditor of the

Company.

23. COST RECORDS AND COST AUDIT

Maintenance of cost records is applicable to the Company. However, Cost Audit as specified by the Central

Government under Section 148(1) of the Act is not applicable to the Company.

24. REPORTING OF FRAUDS

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

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34(2) read with Schedule V of the Listing Regulations, Management and Discussion and Analysis Report are provided in a separate Section and form an integral part of this Annual Report.

26. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate Section on corporate governance practices followed by the Company, together with a certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance forms an integral part of this Annual Report.

27. A UDIT COMMITTEE OF THE COMPANY

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act, Regulation 18 of the Listing Regulations as amended from time to time and guidance note issued by the Stock Exchanges. The details of the composition of the Audit Committee are detailed in the Corporate Governance Report, which forms part of this Annual Report.

28. P ARTICULARS OF EMPLOYEES

Details of employees as required under the provisions of Section 197(12) of the Act, read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be made available to any shareholder on a request in writing or by email on secretarial@dmltd.in The disclosures in terms of the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure IV to this Report.

29. COMPLIANCE OF THE SECRETARIAL STANDARDS

During the financial year, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2 as issued by the Institute of the Company Secretaries of India.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND MATERNITY BENEFIT ACT, 1961.

The Company has complied with the provisions relating to constitution of Internal Complaints Committee and has Anti-Sexual Harassment policy pursuant to the provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) is mentioned below: a. Number of complaints of sexual harassment received in the year : Nil b. Number of complaints disposed off during the year : Nil c. Number of cases pending for more than 90 days : Nil

Also, the Company is in compliance with the Maternity Benefit Act, 1961 as amended from time to time.

31. DET AILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY

BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE

END OF THE FINANCIAL YEAR

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy

Code, 2016 (31 of 2016) during the financial year.

32. DET AILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE

SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one time settlement during the financial year.

33. TRANSFER OF UNCLAIMED/UNPAID AMOUNTS AND SHARES TO THE INVESTOR EDUCATION AND

PROTECTION FUND

In accordance with the provisions of the Section 124 and 125 of the Act, read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended ("IEPF Rules"), the dividends, unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to the IEPF. The IEPF Rules mandate Companies to transfer shares of members whose dividends remain unpaid/ unclaimed for a continuous period of seven years to the demat account of IEPF Authority.

P ursuant to the Scheme of Amalgamation between the Company, Arrow Textiles Limited (First Transferor Company or ATL) and MMG India Private Limited (Second Transferor Company or MMG) and respective shareholders as approved by Honble National Company Law Tribunal, Mumbai bench (NCLT) by its order dated 27^th December, 2019 (the Scheme), ATL amalgamated with the Company. As per the provisions of Section 124(5) and Section 124(6) of the Act, dividends declared by ATL not encashed/claimed by the members, within a period of seven years from the date of declaration of dividend, shall be transferred by the Company to the IEPF along with all the shares in respect of which dividend has not been paid or claimed as mentioned above.

The members whose dividend/shares are transferred to the IEPF Authority can claim their shares/dividend from the Authority. In accordance with the said IEPF Rules and its amendments, the Company had sent notices to all the Shareholders whose shares were due to be transferred to the IEPF Authority and simultaneously published newspaper advertisement.

The company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on website of the Company at www.deltamagnets.com.

The details of unpaid and unclaimed amounts lying with the Company are available on the Companys website www.deltamagnets.com.

34. CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Act, every company having net worth of rupees five hundred crore or more or of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute Corporate Social Responsibility (CSR) Committee and formulate a CSR Policy. Since, the Company does not fall under the said criteria during the immediately preceding financial year, the provisions of Section 135 of the Act, Schedule VII and the rules made thereunder are not applicable to the Company. Accordingly, a report on CSR activities as per rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is not applicable.

35. ACKNOWLEDGEMENTS

Y our directors express their sincere appreciation for the co-operation received from shareholders, bankers and other business constituents during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff for better performance of the

Company during the year.

	For and on behalf of the Board of Directors
	Jaydev Mody
	Chairman
	DIN: 00234797
Place: Mumbai
Date: 12th August, 2025