Your directors have pleasure in presenting the 21^st Annual Report and the Company’s Audited
Financial Statements for the financial year ended on 31^st March, 2025.

1. FINANCIAL RESULTS OF THE COMPANY:

The Company’s financial performance for the year ended 31^st March, 2025 is summarized below:

(Amount in Lakhs)

2. STATE OF COMPANY’S AFFAIRS, RESULT OF OPERATION AND FUTURE
OUTLOOK: (STANDALONE & CONSOLIDATED)

COMPANY’S AFFAIRS AND RESULT OF OPERATION: (Amt in Lakhs)

During the year under review, your Company recorded a Standalone Total Income of ? 5,906.70
lakhs, as compared to ? 5,640.10 lakhs in the previous year. The Standalone Net Profit (after tax)
stood at ? 1,033.64 lakhs, as against ? 1,007.89 lakhs in the previous financial year. On a
consolidated basis, the Total Income was ? 7,010.15 lakhs, and the Consolidated Net Profit (after
tax) stood at ? 1,214.02 lakhs.

The growth in standalone income and profitability reflects the Company’s continued focus on
delivering high-quality, technology-driven solutions and effective cost management. Our sustained
operational efficiency, customer-centric approach, and targeted sales efforts contributed to this
performance.

The increase in consolidated income and profit was further supported by the incorporation of
Delaplex Software Limited (UK) and the strategic acquisition of Blueberry Systems Limited (UK).
These initiatives have enhanced our international presence and laid the foundation for accelerated
growth in global markets.

The management remains committed to building on this momentum by leveraging innovation,
expanding in key international markets, and driving value for all stakeholders through sustainable
and profitable growth.

FUTURE OUTLOOK:

The management of Delaplex Limited remains focused on executing our growth strategy with
discipline and agility. The incorporation of Delaplex Software Limited (UK) and the acquisition of
Blueberry Systems Limited (UK) mark important steps in strengthening our international presence
and diversifying our offerings.

Going forward, our priorities will be:

• Expanding in Europe, MENA, and North American markets

• Accelerating the development of AI-driven and machine learning solutions

• Seamlessly integrating our recent acquisition to maximize synergies

• Continuing to invest in innovation, talent, and partnerships to drive sustainable growth

We are confident that these initiatives will enable us to create enduring value for our shareholders
and all stakeholders.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Composition of Board of Directors:

The Composition of Board of Directors as on 31^st March, 2025 is as follows;

b. Key Managerial Personnel:

The following persons are the Key Managerial Personnel of Company as on 31^st March 2025;

c. Change in Director and KMP:

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;

d. Retirement by Rotation of the Directors:

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Nitin Sachdeva, Managing Director (DIN: 01627153) of the
Company, retires by rotation and offers himself for re-appointment.

e. Independent Directors:

The Company has received necessary declaration from each independent director under Section
149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) and 25 of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015.

4. 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.

5. 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.

6. 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:

No material changes and commitments 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 this
report.

7. CONSOLIDATED FINANCIAL STATEMENT:

During the year under review, the Company acquired a subsidiary, Celestia Crew Consultancy
Private Limited. Additionally, the Company incorporated a wholly owned foreign subsidiary,
Delaplex Software Limited, in the United Kingdom. Through this foreign subsidiary, the Company
successfully acquired Blueberry Systems Limited (UK). Accordingly, the company has prepared
consolidated financial statements of the Company and its subsidiaries for FY 2024-25 have been
prepared in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and
as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the
Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules,
2015. The audited consolidated financial statements together with the Independent Auditor’s
Report thereon form part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial
Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1
attached as per Annexure-I.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available
the said financial statement of the subsidiary companies upon a request by any Member of the
Company or its subsidiary company. These financial statements of the Company and the
subsidiary companies will also be kept open for inspection by any member. The members can send
an e-mail to compliance@delaplex.com upto the date of the AGM and the same would also be
available on the Company’s website URL: https://delaplex.in/annual-report/

8. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

The Company has subsidiaries, the details of which are provided in Form AOC-1, attached as
Annexure-I to this Report. The Company does not have any associate or joint venture company
during the year under review.

9. DIVIDEND:

Your Directors are pleased to inform that during the year under review, the Company had declared
and paid a dividend of ? 2.75 per equity share to its shareholders.

The dividend reflects the Company’s commitment to delivering value to its shareholders while
retaining sufficient earnings to fund future growth opportunities. In order to conserve resources for
future growth, the Board has decided not to recommend any dividend for the financial year ended
31^st March, 2025.

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no Unpaid
dividend during the reporting period.

11. COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the act has formed various committees, the
detailed terms of reference of the Committee are available on the website of the Company at
https://delaplex.in/committee-board/ .

A. Audit Committee:

Pursuant to the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations, the
Audit Committee of the Board as at 31^st March, 2025, The Audit Committee comprises of -

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

B. Nomination and Remuneration Committee:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations, the
Nomination and Remuneration Committee of the Board as at 31^st March, 2025. The details of the
Committee are available on the website of the Company at https://delaplex.in/committee-board/ and
it comprises of

C. Stakeholder Relationship Committee:

The Stakeholder’s Relationship Committee had duly formed mainly to focus on the redressal of
Shareholders’/Investors’ Grievances if any like Transfer / Transmission / Demat of Shares; Loss of
Share Certificates; Non receipt of Annual Report; Dividend Warrants; etc. The Stakeholders
Relationship Committee shall report to the Board on a quarterly basis regarding the status of
redressal of complaints received from the shareholders of the Company.

The terms of reference of the Committee are available on the website of the Company at
https://delaplex.in/committee-board/ and it comprises of -

D. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of

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/.

12. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its
Committees, Executive Directors, Independent Directors. Based on the same, the performance was
evaluated for the financial year ended March 31, 2025. As part of the evaluation process, the
performance of Non- Independent Directors, the Chairman and the Board was conducted by the
Independent Directors. The performance evaluation of the respective Committees and that of
Independent and Non- Independent Directors was done by the Board excluding the Director being
evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness,
quality of discussion, contribution at the meetings, business acumen, strategic thinking, time
commitment, and relationship with the stakeholders, corporate governance practices, contribution of
the committees to the Board in discharging its functions etc.

13. 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 2024¬
25 is available on Company’s website at URL https://delaplex.in/annual-returns/.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in line with
the provisions of the Companies Act, 2013 to report genuine concerns or grievances. The Vigil
Mechanism/ Whistle Blower Policy may be accessed on the Company’s website at
https://delaplex.in/corporate-policies/.

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

All contracts/ arrangements/ transactions entered by the Company during F.Y. 2024-25 with related
parties were on an arm’s length basis and in the ordinary course of business. There were no material
Related Party Transactions (RPTs) undertaken by the Company during the year that require
Shareholders’ approval under Section 188 of the Act.

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. 2024-25, 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 Company’s website URL https://delaplex.in/corporate-policies/.

16. 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,

Note: Amount consider on actual receipt/payment basis; foreign exchange gain/loss excluded.

17. 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:

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 Auditor:

Section 148 of the Companies Act, 2013 is not applicable to the Company.

18. MANAGERIAL REMUNERATION:

The Company has paid managerial remuneration during the financial year 2024-25 and the details
of the same are disclosed in Management Discussion and Analysis Report (MDAR) as Annexure-
IV.

19. REMUNERATION POLICY:

The Company's 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 Company’s
website URL https://delaplex.in/corporate-policies/.

20. 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 Board’s report.

21. LOANS, GUARANTEES AND INVESTMENTS:

As per Section 186 of the Act, the details of Loans, Guarantees or Investments made during FY
2024-25 are given below:

During FY 2024-25, the Company has not given guarantee to any of its subsidiaries, joint ventures,
associates companies and other body corporates and persons.

22. DEPOSITS:

The company has not invited/accepted any deposits from the members as well as public during the
year ended March 31, 2025. There were no unclaimed or unpaid deposits as on March 31, 2025.

23. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has put in place a policy for prevention, prohibition and redressal against sexual
harassment of women at the work place, to protect women employees and enable them to report
sexual harassment at the workplace in line with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. No
complaints were received during F.Y. 2024-25.

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

There was no comment on qualifications, reservations or adverse remarks or disclaimers made by
the auditors and secretarial auditors in their reports.

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

The Company had 9 (Nine) 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.

26. GENERAL MEETING:

The Company had 02 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.

28. 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 company’s operations in future.

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

There is no revision of financial statement. Hence, it is not applicable to your company.

30. 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:

The Company has not issued any Employee Stock Options during the year under review.

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.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides
protection to all its assets against loss from unauthorized use and ensures correct reporting of
transactions.

The internal control systems are further supplemented by internal audits carried out by the respective
Internal Auditors of the Company and Periodical review by the management. The Company has put
in place proper controls, which are reviewed at regular intervals to ensure that transactions are
properly authorized, correctly reported and assets are safeguarded.

32. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section
148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and
records have not been made and maintained.

33. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility ('CSR') Policy of the Company and the
initiatives undertaken by the Company on CSR activities during the year in the format prescribed in
the Companies ('CSR Policy') Rules, 2014 are set out in Annexure V of this Report.

34. PARTICULARS OF EMPLOYEE:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, are given in the Annexure-VI forming part of this report.

35. 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 endeavor 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.

36. 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, 2025, 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, 2025 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.

37. RISK MANAGEMENT:

Your Company’s Risk Management practice seeks to sustain the long-term vision and mission of
your Company. It continuously evaluates the various risks surrounding the business and seeks to
review and upgrade its risk management process. To further endeavour, your Board constantly
formulates strategies directed at mitigating these risks which get implemented at the Executive
Management level and a regular update is provided to the Board.

The Risk Management System is fully aligned with the corporate and operational objectives. There
is no element of risk which in the opinion of the Board that may threaten the existence of the
Company.

38. 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 Management’s discussion and analysis report is
annexed in Annexure-IV.

39. 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/.

40. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:

There was no change in the registered office of the company during the financial year 2024-2025.

41. 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.

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

During the financial year under review, there were no application/s made or proceeding were
pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

43. 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.

44. 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 2025 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. 2024-2025, 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.

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

The Company has used accounting software for maintaining its books of account for the financial
year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the
same has operated throughout the year for all relevant transactions recorded in the software’s and
the audit trail feature has not been tampered with and the audit trail has been preserved by the
company as per the statutory requirements for record retention.

46. 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.

47. FRAUD REPORTING:

During the Financial Year 2023-24, 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.

48. 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.

49. DISCLOSURES:

The Company believes in providing safe and harassment free workplace for every individual
working in the Company. The Company always endeavors to create and provide an environment
that is free from discrimination and harassment including sexual harassment and for this purpose the
Company has in place a robust policy, aiming to obtain the complaints, investigate and prevent any
kind of harassment of employees at all levels.

For the current financial year end, no complaint was received by the company.

fACKNOWLEDGEMENT:

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.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

Date: 02.08.2025

Sd/- Sd/-

Nam e Nitin Sachdeva Preeti Nitin Sachdeva

Designation Managing Director Whole-time Director

DIN 01627153 05354561