Shareholders meeting

DELTA CORP LIMITED 9th July, 2026 National Stock Exchange of India Ltd. BSE Ltd., Listing Department. Corporate Relation Department, Exchange Plaza, C-1, Block-G, Listing Department, Bandra Kurla Complex, Phiro~e Jeejeebhoy Towers, Bandra {East) Mumbai-400 051. Dalal Street, Mumbai - 400 001. Symbol: OELTACORP Scrip Code 532848 Dear Sir/Madam, Sub Notice of meeting of equity shareholders of Delta Corp Limited to be convened pursuant to the directions of the Hon'ble National Company Law Tribunal, Mumbai Bench Ref - Regulation 30 read with Schedule Ill of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations'') We are pleased to inform you that, pursuant to the Order dated June 18, 2026 passed by the Hon'ble National Company Law Tribunal, Mumbai Bench ("Tribunal'') (''Tribunal Orde.r"), a meeting of the qulty Shareholders of Delta Corp Limited has been directed to be convened to consider and, if thought fit, to approve the proposed Composite Scheme of Arrangement amongst Delta Corp Limited (''Company" or ''Demerged Company" or "Transferee Company" or 11DCL1') and Deltin Hotel & Resorts Private lmlted ("DHRPL") and Delta Penland Limited ("DPL'') and Deltin Cruises and Entertainment Private Limited ("Transferor Company" or "DCEPL") and their respective shareholders and creditors ("Scheme") pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act"). In accordance with the aforesaid Tribunal Order, a meeting of the equity shareholders of the Company will be held through video conferencing ("VC'') / other audio-visual means ("OAVM") on Thursday, August 13, 2026 at 04.00 p.m. (1ST) (11Meeting") to consider and, if thought fit, approve the proposed Scheme. The Notice convening the aforesaid meeting of the Equity shareholders of DCL, together with the Statement under Section 230 and 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 ("Act"), Rule 6 of the Companies {Compron1ises, Arrangements and Amalgamations) Rules, 2016 ("CAA Rules") and Master Circular dated June 20, 2023 bearing reference no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 on scheme of arrangement Issued by the Secu~lties and Exchange Board of India ("SEBI") (including Annexures to the Notice) is enclosed herewith. Thanking you. Yours sincerely, For Delta Corp Limited Dillp Vaidya Company Secretary & Vice President-Secretarial FCS N0.7750 End-As above Regd. & Corporate Office : Delta House, Plot No. 12, Phone : +91 22 69B7 4700 Hornby Vellard Estate, Email ;secre1arial@dellin.com Or. Annie Besant Road, CIN :L65493MH1990PLC436790 Next to Copper Chimney, Web :www.dellaoorp.in Worli, Mumbai -400 018. DELTA CORP LIMITED Corporate Identity Number (CIN): L65493MH1990PLC436790 Registered Office: Delta House, Plot No. 12, Hornby Vellard Estate, Dr. Annie Besant Road, Next to Copper Chimney, Worli, Mumbai - 400 018, Maharashtra, India Phone: 022 69874700 | Email: secretarial@deltin.com | Website: www.deltacorp.in NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF DELTA CORP LIMITED PURSUANT TO ORDER DATED JUNE 18, 2026 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH MEETING Day Thursday Date August 13, 2026 Time 04.00 p.m. (IST) Mode of Meeting As per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench, the meeting shall be conducted through video conferencing (“VC”) / other audio-visual means (“OAVM”) REMOTE E-VOTING Cut-off date for e-voting Thursday, August 6, 2026 Remote e-voting start date and time Monday, August 10, 2026, at 9.00 a.m. (IST) Remote e-voting end date and time Wednesday, August 12, 2026, at 5.00 p.m. (IST) ~ DELTA CORP LIMITED INDEX Sr. No. Contents Page No. 1. Notice convening the meeting of the equity shareholders of Delta Corp Limited (“Notice”) 4 pursuant to directions of the Hon’ble National Company Law Tribunal, Mumbai Bench. 2. Statement under Section 230 and 232 read with Section 102 and other applicable provisions of 14 the Companies Act, 2013 (“Act”), Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”) and Master Circular dated June 20, 2023 bearing reference no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 on scheme of arrangement issued by the Securities and Exchange Board of India (“SEBI”). ANNEXURES 3. Annexure – 1 29 Composite Scheme of Arrangement amongst Delta Corp Limited (“Company” or “Demerged Company” or “Transferee Company” or “DCL”) and Deltin Hotel & Resorts Private Limited (“DHRPL”) and Delta Penland Limited (“DPL”) and Deltin Cruises and Entertainment Private Limited (“Transferor Company” or “DCEPL”) and their respective shareholders and creditors (“Scheme”). 4. Annexure – 2 77 The copy of audited financial statements of the Company for the year ended March 31, 2026 along with Auditor’s Report. 5. Annexure – 3 100 Copy of the audited financial statements of DHRPL for the year ended March 31, 2026 along with Auditor’s Report. 6. Annexure – 4 132 Copy of the audited financial statements of the DPL for the year ended March 31, 2026 along with Auditor’s Report. 7. Annexure – 5 162 Copy of the audited financial statements of the DCEPL for the year ended March 31, 2026 along with Auditor’s Report 8. Annexure - 6,7,8,9 189-204 Copy of the reports adopted by the Board of Directors of the Company, DHRPL, DPL and DCEPL at their respective meetings held on December 6, 2024, pursuant to the provisions of Section 232(2)(c) of the Act. 9. Annexure – 10 205 Copy of the Share Entitlement Ratio Report dated December 6, 2024, issued by SSPA & Co., Chartered Accountants, Registered Valuer (Registration No. IBBI/RV-E/06/2020/126). 10. Annexure – 11 218 Copy of the Fairness Opinion Report dated December 6, 2024, issued by Kunvarji Finstock Private Limited (SEBI Merchant Registration No. INM000012564), an independent SEBI registered Category-I Merchant Banker. Sr. No. Contents Page No. 11. Annexure - 12 and 13 229-241 Observation letters dated July 31, 2025, issued by BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), respectively. 12. Annexure – 14 242 Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Company, DHRPL, DPL and DCEPL, its promoters, directors and KMPs. 13. Annexure – 15 262 Information pertaining to DHRPL, DPL, DCEPL involved in the Scheme in the format prescribed for abridged prospectus as specified in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with SEBI Master Circular dated June 20, 2023. 14. Annexure – 16 301 Details in respect of the particulars mentioned / stipulated in no-objection letters dated July 31, 2025, received from BSE and NSE respectively. 15. Annexure – 17 310 Additional documents submitted with NSE as per Annexure M of the NSE Checklist and in line with the advice received from BSE via email dated July 31, 2025, pursuant to Point (O) of the observation letter along with the application filed under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for obtaining Observation Letter. 16. Annexure – 18 394 Shareholding pattern filed by the Company, DHRPL, DPL and DCEPL with Registrar of Companies in last 3 years. The Notice of the meeting and the statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules constitutes a single and complete set of documents and should be read together as they form an integral part of this document. ~ DELTA CORP LIMITED FORM NO. CAA. 2 [PURSUANT TO SECTION 230 (3) OF THE COMPANIES ACT, 2013 AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016] IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH CA(CAA) No. 222/MB/2025 IN THE MATTER OF SECTI [Showing first 8,000 characters — download PDF for full document]