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

1. FINANCIAL RESULTS OF THE COMPANY:

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

(Amount in Lakhs)

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

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

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

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

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

RESULTS OF OPERATIONS:

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

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

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

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

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

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

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

FUTURE OUTLOOK:

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

KEY AREAD OF FOCUS INCLUDE:

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

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

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

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

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

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

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

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

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

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

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

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

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

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

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

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

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

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

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

6. DISCLOSURE BY DIRECTORS:

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

7. CODE OF CONDUCT:

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

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

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

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

9. CONSOLIDATED FINANCIAL STATEMENT:

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

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

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

10. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

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

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

11. DIVIDEND:

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

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

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

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

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

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

13. BOARD COMMITTEES:

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

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

Procedure at Committee Meetings

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

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

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

A. Audit Committee:

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

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

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

B. Nomination and Remuneration Committee:

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

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

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

C. Stakeholder Relationship Committee:

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

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

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

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

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

D. Corporate Social Responsibility Committee

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

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

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

14. BOARD EVALUATION:

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

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

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

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

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

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

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

15. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 for FY 2025¬
26 is available on Company’s website at URLhttps://delaplex.in/annual-returns/.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

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

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

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

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

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

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

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

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

During the year under review,

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

19. AUDITORS:a. Statutory Auditors:

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

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

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

b. Secretarial Auditor:

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

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

c. Cost Records and Cost Auditors:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of
Section 148(1) of the Act are not applicable for the business activities carried out by the Company

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

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

21. REMUNERATION POLICY:

The 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 URLhttps://delaplex.in/corporate-policies/.

22. REPORTING OF FRAUD BY AUDITOR:

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

23. LOANS, GUARANTEES AND INVESTMENTS:

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

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

24. DEPOSITS:

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

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

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

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

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

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

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

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

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

26. MANAGERIAL REMUNERATION:

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

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

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

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

28. GENERAL MEETING:

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

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

29. SIGNIFICANT AND MATERIAL ORDERS:

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

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

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

31. CORPORATE SOCIAL RESPONSIBILITY:

The Company’s CSR initiatives and activities are aligned to the requirements of Section 135 of the
Act.

The Annual Report on CSR activities for the year under review is set out in Annexure V of this
Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules,
2014.

The CSR Policy is available on the Company’s website athttps://delaplex.in/corporate-policies/.

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

32. PARTICULARS OF EMPLOYEE:

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

33. SHARES:i. Issue of shares or other convertible securities:

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

ii. Issue of equity shares with differential rights:

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

iii. Issue of sweat equity shares:

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

iv. Details of employee stock options:

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

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

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

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

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

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

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

vii. Issue of Warrants:

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

34. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

35. MAINTENANCE OF COST RECORDS:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of
Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

36. CORPORATE GOVERNANCE:

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

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

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

37. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

b. the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2026 and of the profit and loss of the
Company for the year ended on that date;

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

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

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

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

38. RISK MANAGEMENT:

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

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

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

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

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

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

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

40. WEBSITE:

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

41. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:

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

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

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

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

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

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

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

45. CAPITAL STRUCTURE:

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

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

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

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

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

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

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

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

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

48. FRAUD REPORTING:

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

49. COMPLIANCE WITH SECRETARIAL STANDARD:

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

ACKNOWLEDGEMENT:

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

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

Date: 18.08.2026

Sd/- Sd/-

Nam e Nitin Sachdeva Preeti Nitin Sachdeva

Designation Managing Director Whole-time Director

DIN 01627153 05354561