CHANGE IN THE NATURE OF BUSINESS,IF
ANY

The Company is engaged in the business of
manufacturing and selling of Electric Two &
Three wheelers under the brand name "DELTIC".
There has been no change in the Nature of
the Company's Business during the reported
Financial Year 2024-2025.

STATE OF COMPANY'S AFFAIRS

During the year, your Company sold 13006 units
of Electric Two Wheelers and Three Wheelers
in the Financial Year 2024-25, through wide
network of 350 dealers spread across 25
states & Union Territories in India. The company
has two manufacturing plants in Bagpat,
Uttar Pradesh and Paschim Bardhaman,
West Bengal with ISO 9001:2015 ISO 14001:2015,
45001:2018, Certifications.

DIVIDEND

As the company retained the earnings for
investment in future projects, the directors
have not recommend any dividend for the
financial year 2024-25.

RESERVES & SURPLUS

The Company has if 5776.79/- Lakhs in the
Reserves and Surplus for the Financial Year
ended 2024-25. Out of the amount available for
appropriation, The company has transferred Lakhs amount to Surplus in the Financial
Year 2024-25.

SHARE CAPITAL

The authorized equity share capital of
Company is Sixteen Crores

Only) divided in to [One Crore Sixty

Equity Shares of each and the

paid-up equity share capital of your Company
is Fifteen Crores Twenty

Eight Ninety Six Thousand Nine Hundred
Eighty Only).

## During the Year, Company issued 11,093,544
Equity Shares of 10/-

July 15, 2024 , Paid Up capital after such Bonus
Issue was if The Paid up Capital

was further increased to if after

fresh allotment of 38,88,000 equity shares of
face value of if 10 each in the IPO concluded on

09th January 2025.

ALLOTMENT OF SHARES UNDER BONUS
ISSUE

During The year, Company has allotted
11,093,544 Equity Shares of 10 each as Bonus
share in the ratio of 36:1 Equity Shares of 10
each for every 1 Equity shares of if 10 each held
by the existing Shareholders of the Company.

CONVERSION OF THE COMPANY

During the year the company has been
converted from Private Limited Company to
Public Limited Company and necessary fresh
certificate to that effect has been issued
by Ministry of Corporate Affairs dated May
2024 . Consequent to conversion of the
company the name of the company has been
changed from Delta Auto corp Private Limited

to Delta Auto corp Limited.

SUCCESSFUL INITIAL PUBLIC OFFERING

During the year under review, the Company
came out with an Initial Public Offer (IPO) of
42,00,000 Equity Shares comprising of fresh
issue of Equity Shares and Offer for

sale of 3,12,000 Equity Shares of face Value of
if 10/- each for cash at a issue price of if 130/-
per Equity Share including share premium of
per Equity Share with a lot size of 1000
equity shares. The Company has successfully
completed the Initial Public Offering (IPO)
during the year pursuant to the applicable SEBI
Rules and Regulations. The Equity Shares of the
Company have been listed on SME Platform of
NSE Limited w.e.f 14TH January, 2025.

Fresh Issue (the "IPO") was offered to various
categories of investors including Qualified
Institutional Buyers, Retail Individual Investors,
Non-Institutional Investors, Non-Resident
Indians, and Registered Foreign Portfolio
Investors, as permitted under the SEBI (Issue
of Capital and Disclosure Requirements)
Regulations, 2018 and other applicable laws.

Your Directors placed on record their
appreciation of contributions made by the
entire IPO team with all the dedication, diligence
and commitment which led to successful
listing of the Company's equity shares on the
NSE SME Emerge platform. Further, the success
of the IPO reflects the trust and faith reposed in
the Company by the Investors, customers and
business partners and your Directors thank
them for their confidence in the company.

DEPOSITORY SYSTEM &
DEMATERIALISATION OF SHARES

As the Members are aware, your Company's
shares are trade-able compulsorily in
electronic form and your Company has
established connectivity with both National
Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited
(CDSL). In view of the numerous advantages
offered by the depository system, the
members are requested to avail the facility of
dematerialization of the Company's shares on
NSDL & CDSL. The ISIN allotted to the Company's
Equity shares is INE0XRN01019.

As on 31st March, 2025, all Equity Shares of the
Company are held in materialized form

UTILISATION OF IPO PROCEED

Utilization of proceed by the Company till
March, 2025 raised from IPO is detailed below:

COMPANY'S WEBSITE

The website of your Company i.e. www.deltic.
co displays the Company's businesses up¬
front on the home page. The site carries a
comprehensive database of information of
all the products and services offered by the
Company including other information for
investors like the Financial Results of your
Company, Shareholding Pattern, Director's &
Senior Management personnel's profile, details
of Board Committees, Corporate Policies and
business activities of your Company.

All the mandatory information and disclosures
as per the requirements of the Companies Act,
2013 (hereinafter referred as "the Act") and as
per the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter
referred as "SEBI LODR Regulations") has
been uploaded on the website. The Company
does not have any Equity shares lying in the
Suspense Account.

CREDIT RATING

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

PUBLIC DEPOSITS

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

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

As on March 31, 2025, your Company does
not have any Subsidiary, Joint Ventures and
Associate Companies. Hence submission
of details in Form AOC-1 is not applicable
to the Company. However on April 07, 2025,
Wholly owned subsidiary of company was
incorporated, The details of Wholly owned
Subsidiary are as follows :-

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As of March 31, 2025, your Company's Board
had 5 members comprising of two Non¬
Executive Independent Director, One Non¬
Executive Non-Independent Director, One
Executive Non-Independent Woman Director,
One Executive Managing Director.

In terms of the requirement of the Listing
Regulations, the Board has identified core skills,
expertise, and competencies of the Directors
in the context of the Company's business for

effective functioning.

COMPOSITION OF THE BOARD

During the year under review, Mr Vikas Kumar,
Mr. Kishore Parthasarathy Nanda were
appointed as Additional Independent Directors
of the Company for term of 5 (five) years w.e.f.
May 18, 2024. The appointment of Independent
Directors was approved by shareholders of
the company in EGM held on May 27, 2024.
Mr Ankit Agarwal was appointed as Executive
Managing Director in the Promoter Category
with effect from May 18, 2024 for a term of 5
years till May 17, 2029 in the EGM held on May
27, 2024. Mrs Agarwal was appointed

as whole time director in the EGM held on May
27,2024 for a term of 5 years till 16/05/2029.

RE-APPOINTMENT OF DIRECTOR(S)
RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the
Companies Act, 2013, Mrs. Priyanka Agarwal,
Whole Time Director of the Company retires by
rotation at the ensuing Annual General Meeting
and being eligible, has offered herself to be
re-appointed as Director of the Company.
The Board recommends the re-appointment
of Mrs. Agarwal (DIN: as

Director of the Company liable to retire by
rotation.

DECLARATION FROM INDEPENDENT
DIRECTORS

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

Further, all the Independent Directors have
affirmed that they have altered and complied
with the Company's Code of Conduct far
Independent Directors which is framed in
accordance with Schedule IV of the Act.
Further, the Independenc Directors have
Confirmed that they are not aware of any
circumstance or situation, which exist or may
be reasonably anticipated that could impair
or impact their ability to discharge their duties
with an objective independent judgment and
without any external influence
It may be noted that all the Independent
Directors on the Board of the Company as on
March 31, 2025 have been registered in the
data bank of Independent Directors as per
Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules,2014

The Board is of the opinion that the lndependant
Directors of the Company possess requisite
qualifications, experience and expertise and
they hold highest standards of integrity and

are independent of management.

COMMITTEES OF BOARD

The Board Committees play a vital role in
strengthening the Corporate Governance
practices of the Company and focus effectively
on the issues and ensure expedient resolution
of the diverse matters. The Committees also
make specific recommendations to the Board
on various matters as and when required.
All observations, recommendations and
decisions of the Committees are placed before
the Board for information, noting or approval.
As on March 31, 2025, the following Committees
have been constituted in terms of the Act and
the SEBI LODR Regulations:

A. AUDIT COMMITTEE

The composition of the Audit Committee
has been precisely structured to align with
the requirements outlined in Section 177 of
the Companies Act, 2013 and Regulation 18
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The members
of the Audit Committee collectively possess
substantial financial and accounting expertise,
ensuring a high level of proficiency within the
committee. The committee is comprised of
three members, and the Company Secretary
is the Secretary of the committee. The detail
of the composition of the Audit Committee
along with their meetings held/ attended is as
follow

the detailed composition of the members of
the Audit Committee at present is given below:

B. NOMINATION AND REMUNERATION

committee

The Nomination & Remuneration Committees
composition meets with the requirement of

section 178 of the companies Act, 2013 and
Regulation 19 of SEBI (listing Obligations and
Disclosures Requirements) Regulations, 2015.
The Members Of The Bomination & RemunerationPolicy possess sound knowledge/expertise/. The Committee comprised of 3
members as per Table here in below. The
Compan^y Secretary is the Secretary and
Compliance officer of the Committee. the detail of a composition of the Nomination &
Remuneration Committee along with their
meetings held/ attended are as follows:

C. STAKEHOLDER RELATIONSHIP
COMMITTEE

The Stakeholders Relationship Committee
Meets with the requirement of Section 178
of the Companies Act, 2013 and Regulation
20 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Stakeholders Relationship Committee is
mainly responsible to review all grievances
connected with the Company's transfer of
securities and Redress-al of shareholders /Investors / Security Holders Complaints. The
Committee comprised of three members
as per Table here in below. The Company
Secretary is the Secretary and Compliance
officer of the Committee. The detail of a
composition of the said Committee along with
their meeting held attended is as follows: -

MEETINGS

A. MEETINGS OF THE BOARD:

during the year Under review 14 (Fourteen )
Board meetings were convened and held
respectieely on the following dates: May 09,
2024, May 2024, May 27, 2024, June 12, 2024,
2024, July 08 2024, July 15, 2024, July 23,

2024, , September 2024, , December 21, 2024,
December 31, 2024, January 10, 2025, March

2025, March 24, 2025. The maximum time gap
between any two consecutive meetings did
not exceed 120 (One Hundred Twenty) days.
The names of the Directors their attendance
at Board Meetings during the year attendance at the last AGM and the status of attendance
of Board Meeting and AGM by each of Director
is as follows:

* Appointed on Board w.e.f May 18,2025

# Appointed on Board w.e.f May 18,2025

B. MEETINGS OF THE SHAREHOLDERS

INDEPENDENT DIRECTORS' MEETING

As stipulated by the Code of independent

Directors under the Companies Act, 2013, and
the SEBI (Listings Obligations and Disclosures
Requirements) Regulations, 2015 a Separate MeeTing of the Independent Directors of the
Company was held on march 24, 2025 to
review the performance of non- independent
Directors (including the Chairman) and the
Board as whole. the Independent Directors also reviewed the quality, content and
timeliness of the flow of information between
the Management and the Board and its
Committees which is necessary to effectively
^and reasonably perform and discharge their
duties. Independent Directors have confirmed
that they are not aware of any circumstance
or situation which exists or may be reasonably
anticipated that could impair or impact their
ability to discharge their duties. Based on the
declarations received from the Independent
Directors, the Board is of the opinion that the
Independent Directors fulfil the conditions
specified under the Act and the Regulations

and are Independent at the management.
BOARD FAMILIARISATION AND

TRAINING PROGRAMME

The Board is Regularly updated on changes
in statutory Provisions as applicable to the
Company. the Board is also updated on
the operations, key trends and risk universe applicable to the Company's business. These
updates help the Directors to Keep abreast of
changes and their impact on the Company.
An annual strategy Meeting is Conducted by the Company where the Board provides its
inputs the business strategy and long
term sustainable growth for the Company.
Additionally, the Directors also participate in
various programmes /meetings where subject
matter experts apprise the Directory on key
global trends.

POLICY ON DIRECTORS' APPOINTMENT AND RCMUNCTAD)OC

Pursuant to Section 178(3) of the Act, the
Company has framed a policy on Directors'
appointment and remuneration and other

matters ("Remuneration Policy") which is
available on the website of the Company and
link for the same is given in "Annexure" of this
report. the Remuneration Policy for selection
of Directors and determining Directors'
Independence sets out the guiding principles
for the NRC for identifying the persons who
are qualified to become the Director. Your Company's Remuneratian Policy is directed
towards rewarding performance Based on
review of achievements. The Remuneration
Policy is in consonance with existing industry
practice. We affirm that the remuneration paid
to the Directors is as per the terms laid out in

the Remuneration Policy.

BOARD DIVERSITY

Your Company recognizes and embraces the
importance of a diverse board in its success.
The Board has adopted the Board Diversity
Policy which sets out the approach to the
diversity of the Board of Director's The said
policy it available an your Company website
and link for the same is given in "Annexure-!"
of this report.

SUCCESSION PLAN

Company has been adhering to the SEBI
Regulations and guidelines as applicable However Since the Company has been listed
on SME Platform of national stock Exchange
Limited ( NSE ) , by Virtue of regulation 15 (2) of
the SEBI (Listing Obligations and Disclosure
Requirements) regulations, 2015 the

compliance with the provisions as specified in
regulation 17 to 27 and clause B to (l) of sub Regulation (2) of' Regulation 46 and Para C,
D and E of Schedule V relating to Corporate
Governance Report, shall not apply to company
listed on SME Exchange. Hence, company is
not required to formulate succession plan
as required in Regulation 17 of SEBI (LODR)

Regulations 2015

BOARD POLICIES

the details of various policies approved and
adopted by the Board as required under the
Act and SEBI Listing Regulations are provided
in "Annexure-1" to this report.

BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT (BRSR)

The Business responsibility & sustainability report framework as specified in Regulation 34
of SLBI (LODR) Regulations, 2015 is applicable
on the top one thousand listed entities based
on market capitalization since your company is out of the aforesaid criteria,thereforeCompany is not required to enclose the
business responsibility & sustainability report
as part of Annual Report.

COST RECORDS AND COST AUDITORS

The provisions of the Cost Audit were not
applicable to the company during the
year under report the company has duly
maintained cast records in terms of applicable
provisions of law^[

AUDITOR'S REPORT AND REPORTING OF

FRAUDS BY AUDITORS

The observations if any, made by the Statutory
Auditors in their Audit Report together with the
notes to accounts¹ as appended thereto are
self-explanatory and hence does not call far
any further explanations. The Auditor's Report
does not contain any qualification,reservation adverse remark,or disclaimer. During the
Financial Year 2024-25, the Auditors have not
reported any matter under section 143(12) of
the Companies Act, 2013, therefore no detail
is required to be disclosed under Section
134(3) of the Companies Act, 2013. During the year under review, the Statutory Auditors and
Secretarial Auditor of your Company have not
reported any instances of fraud committed
in your Company by Company's officers
or employees, to the Audit Committee, as
required under section 143(12) of the Act.

code for PREVENTION OF INSIDER

TRADING

Your company has adopted Code of Conduct
("Code") do regulate, monitor & report trading in
company's shares by Company's designated Persons and their immediate relatives as per
the requirements under the Securities and
Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015.

The Code, inter alia, lays dawn the procedures
to be followed by designated persons while
trading and dealing in Company's shares
and sharing unpublished price Sensitive
Information ("UPSI"). The Code covers
Company's obligation to maintain a digital
DataBase, mechanism far prevention of insider
trading and handling of UPSI, and the process
to familiarise with the sensitivity of UPSI.
Further, it also includes code for practices and
Procedures far fair disclosure of unpublished
Price sensitive information which has been
made available an the Company's website
and link far the same is given in Annexure -1 of

this report.

GENERAL DISCLOSURES

"Your Directors state that no disclosure or
reporting is required in respect of the following
items, as there were no
of these nature during the year under review:

1. Issue of equity shares with differential rights
as to dividend, eating or otherwise. 2. Issue
of Shares (Including Sweat Equity Shares)
to employees of your Company under any
scheme. 3. Significant or material orders
dossed by the Regulators or Courts or Tribunals
which impact the Going concern status
and your Company's operation in future. 4.
voting rights which are not directly Exercised
by the employees in respect of shares far
the subscription or purchase far which loan
was given by your Company (as there is no
scheme pursuant to which such persons can
beneficially hold shares as envisaged under
Section of the Act). d. Application

made or any proceeding pending under the
Insolvency and Code, 6. One

time settlement of loan obtained from the
Banks or Financial Institutions. 7. Revision of
financial statements and Director's Report of
your Company.

BOARD EVALUATION

The Nomination and Remuneration Committee
(NRC) has devised criteria foe evaluation of the
Performance of the Board as a whole, various
committees, chairperson and individual
Director's. The recommendations arising from
the evaluation process were discussed at the

the Independent Director's meeting held on
March 24, 2025 and also at the NRC meeting
and Board meeting held on March 24, 2025
The suggestions were considered by the Board
to optimise the effectiveness and functioning

of the Board and its committees.

STATUTORY AUDITORS

The statutory Auditors M/s v. Singhi &
Associates (FRN-311017E) & M/S Padam Dinesh
& Co. Chartered Accountants,

were re-appointed as the Joint statutory
Auditors of the Company in the AGM held on
23rd December, 2024 for a term of 5 years till
March 31, 2029. The Company has received
a consent from the Statutory Auditors in
accordance with the provisions of Section
141 of the Act. Further, the notes on Financial
Statements referred to in the Auditors' Report
are self-explanatory and do not call for any
further comments. There ib no qualification,
reservation, adverse rdmark or disclaimer by

the auditors in their report
INTERNAL AUDITORS

In terms of section 138 of the Companies AC,
2013 and Rule 13 of Company (Accounts) Rules,
2013,the Company appointed M/s SBRT & Co.,
Chartered Accountants as Internal Auditor to
conduct the internal audit of the company for
the Period 2024-2025 and During the

year, the Company continued to implement
their suggestions and recommendations
to improve the control environment. Their
scope of work includes review of processes
for safeguarding the assets of the Company,
review of operational efficiency, effectiveness
of systems and processes, and assessing the
internal control strengths in all areas. Internal
Auditors findings are discussed and corrective
steps are as per the directions of Audit

Committee on an ongoing basis to improve
efficiency in operations.

VIGIL MECHANISM

Pursuant to Regulation 15 of the SEBI (LODR)
Regulations, 2015, Regulation 22 of the
SEBl(LODR) Regulations, 2015, is not applicable
to the Company. However, pursuant to Section
177 of the Companies Act, 2013, read with Rule

7 of Com^panies ^meeting^s of Board and
its Powers Rules, 2014, your Company has
established a vigil mechanism. further, whistle
I3lower & vigil Mechanism policy as required has been uploaded on the of the

Company at www.deltic.co.

RISK MANAGEMENT POLICY

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

ANNUAL RETURN

in terms of Section 92(3) of the Companies
Act, 2013, and Rule 12 of the Companies
(management and administration) Rules, 2014,
the Annual Return of the Company is available
on the website of the Company -
deltic.co/investor

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, 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

There have been no material changes and
commitments, if any affecting the financial
position of the Company which have been
occurred between the end of the Financial
Year of the Company to which the financial
statements relate and the date of report.

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

According to Section 134 (5)(e) of the
companies Act, 2013, the term Internal
Financial Control (IFC) means the policies
end procedures adopted by the Company
for ensuring the orderly and efficient conduct
of its business including adherence to Company's policies, the safeguard of its
assets, the prevention and detection of frauds
and errors, the accuracy and completeness
of toe accounting records, and the timely
preparation of reliable financial information.
The Company has a well placed internal
financiaI control system, which ensures the allasseTs are safeguarded, and protected and
that the transactions are authorized, recorded
and reported correctly. The Company's Internal
Financial Control System also comprises of
due compliances with company's policies
and Standard operating procedures (SOPS)
. During the year such controls were tested
with reference to financial statements and
no material weakness in the formulation or
operations were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

All Related Party Transactions that were entered
into during the financial year 2024-25 were on
Arm's Length Basis and were in the Ordinary
Course of business. There were no materially
significant Related Party transactions made
by the Company with Promoters, Directors,
Key Managerial Personnel or other Designated Persons which have have a potential conflict
with the interest of the Company at large.
Particulars contracts or arrangements with
related parties referred to in section 188(1) of the Companies Act, 2013, in the prescribed
Form AOC-2, is appended as "Annxure IV" to
the Board re^port

PARTICULARS OF EMPLOYEES

During FY'2024-25,there was no such employee in the company who employed throughoutthe near and was in receipt of remuneration mot less than one crore and two lakh rupees
or not less than eight lakh and fifty thousand
rupees per month if employed for a part of the
financial year.

Details as required under 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, as amended, containing, inter alia, ratio of
remuneration of directors and KMP to median
remuneration of employees and percentage
increase in the median remuneration are
annexed to this Directors' Report as 'Annexure
V'.

Further, a statement containing details of top
ten employees in terms of the remuneration
drawn and ocher specified employees as
required under the provisions of section 197(12)
of the Act read with rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, will be made a\/ailable by email
to members of the Company seeking such
information. The members can send an email
to Compliance@deltic.co.

SECRETARIAL AUDIT REPORT

In reruns of Section 204 of the AC and Rules
made there under, m/s. kapil kumar & Co,
Practicing company Secretary has been
appointed Secretarial Auditor of the Company.
The report of the Secretarial Auditor is enclosed
as "Annexure VI" to this report.

CORPORATE GOVERNANCE REPORT

Company has been adhering to the SEBI
Regulations and guidelines applicable,
However Since the company has been listed
on SME Platform of National Stock Exchange
Limited (NSE), by virtue of regulation 15 (2) of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the
compliance with the corporate governance
provisions as specified in regulation 17 to 27
and clause B to (1) of sub regulation (2) of
Regulation 46 and Para C, D and E of Schedule V
relating to corporate Governance Report, shall
not apply to company listed on SME Exchange.
Hence, corporate governance Report does not
form a of of this Board Report, though we are
committed for the best corporate governance practices.

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

Your Company is committed to provide a
good environment which ensures that
every women employee is treated with dignity,
respect and equality. There is zero tolerance
towards sexual harassment invites serious
disciplinary action. The Directors state that
during the year under review, company has
not received any complaint of harassment
under the Sexual Harassment of Women
at (Prevention, Prohibition and

Redressal) Act, 2013.

Further as required under clause (x) of
Rule 8 of The Companies (Accounts) Rules,
2014, Company had duly constituted the
Internal Complaints Committee under the
Sexual Harassment of Women at
(Prevention, Prohibition and Redressal) Act,

2013.

VIGIL MECHANISM

Pursuant to Regulation 15 of the SEBI (LODR)
Regulations, 2015, Regulation 22 of the
SEBI(LODR) Regulations, 2015, is not applicable
to the Company. However, pursuant to Section
177 of the Companies Act, 2013, read with Rule

COMPLIANCE WITH MATERNITY BENEFIT
ACT 1961

As required under clause (xiii) of Rule 8 of The
Companies (Accounts) Rules, 2014, it is stated
that in Financial Year 2024-25, there was no
female employee in employment who was
entitled for maternity benefit under Maternity
Benefit Act 1961 and further company has not
received any claim for maternity benefit in the

aforesaid period. Company has complied and
is committed to comply with all applicable
labour legislations.

CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS & OUTGO

I. Particulars with respect to Conservation of
Energy:

a. Steps taken or impact on Conservation of
energy

The power consumption of the Company as
a percentage of the total turnover comes
to negligible percent. The efforts of the
Company are aimed to minimize energy
consumption in spite of the rapid increase
in operations of the Company.

b. taken for utilizing alternate sources
of energy:

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

c. Capital investment on energy
conservation equipment:

As the energy consumption to total turnover
is very minimal, investment in Energy
Conservation Equipment is presently not
required.

II. Particulars with respect to Technology
Absorption:

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

a. Benefits derived- The benefits derived by
the Company for such adaptation have
been evident in reducing cost, improving
packaging, upgrading existing products
and developing new products. Thus, it helped
the Company to satisfy consumer needs and
business requirements.

c. Imported technology:

Technology imported: None

Year of import: Not applicable

Has technology been fully absorbed: Not

applicable

III. Foreign Exchange Earnings and Outgo:

During the Financial Year 2024-2025,
particulars regarding Foreign Exchange
Earnings and Outgo, as required by the
Companies (Accounts) Rules, 2014 are as
follows:

CORPORATE SOCIAL RESPONSIBILITY
(CSR)

During the Financial Year ended 31st March,
2025, the Company incurred CSR Expenditure
of 19 Your Company believes in

making lasting impact towards creating
a just, equitable, humane and sustainable
society. The Company has spent more than
2% of the average net profits made during
the immediately preceding financial year. The
Chief Financial Officer of your Company has
certified that CSR spends of your Company for
FY 2024-25 have been utilized for the purpose
and in the manner as specified under the
applicable provisions of Section 135 read with
schedule VII (as amended from time to time)
of the Companies Act, 2013 and the Companies
Corporate Social Responsibility Policy Rules,
2014. The CSR Policy of the Company is available
on the website of the Company under the
heading "Policies" at

investor. The Company's CSR statement and
report on the CSR activities undertaken during
the Financial Year ended 31st March, 2025,

in accordance with Section 135 of the Act and
Companies (Corporate Social Responsibility
Policy) Rules, 2014 is set out in "Annexure- II" to
this report.

MANAGEMENT DISCUSSIONS AND
ANALYSIS

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

HUMAN RESOURCES

Our employees are our core resources and the
Company has continuously evolved policies
to strengthen its employee value proposition.
Your Company was able to attract and retain
best talent in the market and the same can
be felt in the past growth of the Company. The
Company is constantly working on providing
the best environment to its Human

Resources with a view to inculcate leadership,
autonomy and towards this objective; Our
Company makes all efforts on training. Qur
Company shall always place all necessary
emphasis on continuous development of its
Human Resources. The belief "Great People
create Great Organization" has been at the
core of the Company's approach to its people.

DIRECTORS' RESPONSIBILITY
STATEMENT

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

A. In the preparation of the annual accounts,
the applicable accounting standards had
been followed along with proper explanation
in relating to material departures;

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

C.

care for the maintenance of adequate
accounting records in accordance with the
provisions of this Act for safeguarding the
assets of the company and for preventing
and detecting fraud and other irregularities;

D. The directors had prepared the annual
accounts on a going concern basis; and

E. The directors, had laid down internal
financial controls to be followed by the
company and that such internal financial
controls are adequate and were operating
effectively.

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

COMPLIANCE WITH SECRETARIAL
STANDARDS

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

ACKNOWLEDGEMENTS

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

For and on Behalf of the Board of Delta Auto corp
Limited

Ankit Agarwal Priyanka Agarwal

Managing Director Whole-time Director

DIN: 03289175 & CFO

DIN: 08421025