Your Directors have pleasure in presenting their Second Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2025.

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below: W In Lakhs

Standalone income, comprising Revenue from Operations and other income, for the FY 202425 was if 8400.56 Lakhs.

Standalone Profit after Tax for the FY 2024-25 was f 839.96 Lakhs.

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.

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.

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

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 if Lakhs amount to Surplus in the Financial Year 2024-25.

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 f 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.

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

to Delta Autocorp Limited.

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.

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 dematerialized form

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

The website of your Company i.e. www.deltic. co displays the Company's businesses up- ^:ront 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 nvestors 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 cer the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter 'eferred as "SEBI LODR Regulations") has ceen uploaded on the website. The Company does not have any Equity shares lying in the Suspense Account.

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

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.

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 :-

As of March 31, 2025, your Company's Board had 5 members comprising of two NonExecutive Independent Director, One NonExecutive 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.

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.

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. Priyanka Agarwal (DIN: 08421025) as Director of the Company liable to retire by rotation.

to the Board that they meet the criteria of independence as specified under Section 149(6) 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 SEBILODR Regulations.

Further, all the Independent Directors have affirmed that they have adhered and complied with the Company's Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act. Further, the Independent 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 Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity and

are independent of management.

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:

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.Themembers 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 follows:

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

section 178 of the companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. TheMembersoftheNomination&Remuneration Policy possess sound knowledge/expertise/ exposure. The Committee comprised of 3 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 Nomination & Remuneration Committee along with their meetings held/ attended are as follows:

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 Redressal 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 meetings held/ attended is as follows: -

During the year under review 14 (Fourteen) Board meetings were convened and held respectively on the following dates: May 09,

2024, May 18,2024, May 27,2024, June 12,2024, Junel8,2024, July 08,2024, July 15,2024, July 23, 2024,, September 18,2024,, December 21,2024, December 31,2024, January 10,2025, March 06,

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:

As stipulated by the Code of Independent Directors under the Companies Act, 2013, and the SEBI (Listing 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 of the management.

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 key changes and their impact on the Company. An annual strategy Meeting is conducted by the Company where the Board provides its inputs on the business strategy and longterm sustainable growth for the Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends.

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-1" 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 Remuneration 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.

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 is available on your Company's website and link for the same is given in "Annexure-1" of this report.

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.

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.

The business responsibility & sustainability report framework as specified in Regulation 34

of SEBI (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, therefore Company is not required to enclose the business responsibility & sustainability report as part of Annual Report.

The provisions of the Cost Audit were not applicable to the Company during the year under report. The Company has duly maintained cost records in terms of applicable provisions of law.

The observations, if any, made by the Statutory Auditors in their Audit Report together with the notes to accounts, as appended thereto are self-explanatory and hence does not call for any further explanation. 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.

Your Company has adopted a Code of Conduct ("Code") to 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 down 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 for 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 for fair disclosure of unpublished price sensitive information which has been made available on the Company's website and link for the same is given in Annexure -1 of

this report.

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise. 2. Issue of Shares (including Sweat Equity Shares) to employees of your Company under any scheme. 3. Significant or material orders passed 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 for the subscription or purchase for 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 67(3)(c) of the Act). 5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016. 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.

The Nomination and Remuneration Committee (nrc) has devised criteria for 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.

The Statutory Auditors, M/s V. Singhi & Associates (FRN-311017E) & M/s Padam Dinesh & Co. (FRN-009061N), 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 is no qualification, reservation, adverse remark or disclaimer by

the auditors in their report

In terms of Section 138 of the Companies Act, 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 2025-26. 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 taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

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 Companies (Meetings of Board and its Powers) Rules, 2014, your Company has established a vigil mechanism. Further, Whistle Blower & Vigil Mechanism Policy as required has been uploaded on the website of the Company at www.deltic.co.

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 properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the Policy.

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 - https://www. deltic.co/investor

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.

According to Section 134 (5)(e) of the Companies Act, 2013, the term Internal Financial Control (iFC) means the policies and 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 the accounting records, and the timely preparation of reliable financial information. The Company has a well placed internal financial control system, which ensures the all assets 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.

All Related Pa rty T ra nsactions 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 may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to in Section 188(l) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as "Annexure IV" to the Board report.

During FY 2024-25, there was no such employee in the Company who employed throughout the year and was in receipt of remuneration of not 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(l) 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 other 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 available by email to members of the Company seeking such information. The members can send an email to compliance@deltic.co.

In terms of Section 204 of the Act 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.

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 corporate governance 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, Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

Your Company is committed to provide a good work 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 Workplace (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 Workplace (Prevention, Prohibition and Redressal) Act,

2013.

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

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

I. Particulars with respect to 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.

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.

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:

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

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

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.

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:

During the Financial Year ended 31st March, 2025, the Company incurred CSR Expenditure of W 19 Lakhs. 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 https://www.deltic.co/ 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.

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.

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 working 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.

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 beenfollowed along with properexplanation 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.

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.

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 Autocorp Limited