Deep Industries Ltd.-இன் இயக்குநர் அறிக்கை

Your Directors are pleased to present the 20^th Annual Report of the Company along with the Audited Financial Statements for the financial
year ended on 31^st March, 2026.

FINANCIAL RESULT

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as defined
under the Companies Act, 2013, read with rules made there under. The financial performance of the Company for the financial year ended
on 31^st March, 2026, is summarised below:

OPERATIONS

Performance of Company:

During the year under review, the Company''s Standalone revenues
from operations increased to ? 70,296.17 Lakhs as compared to
?47,747.86 Lakhs in the previous year, while consolidated revenues
from operations increased to ? 89,071.39 Lakhs as compared to
? 57,613.01 Lakhs in the previous year. The Company has grown
up to be a "One Stop Solution" provider for every need in Oil and
Gas field operations by providing various equipment and services
under rental and chartered-hire basis.

The Company''s Standalone net profit increased to ? 9,748.19 Lakhs
as compared to loss of ? 11,543.32 Lakhs in the previous year,
while the Consolidated net profit increased to ? 19,705.99 Lakhs as
compared to loss of ? 7,876.18 Lakhs in the previous year.

Your Directors assure the stakeholders of the Company to continue
their efforts and enhance the overall performance of the Company
in the coming financial years.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are
prepared in accordance with relevant Indian Accounting Standards
prescribed under Section 133 of the Companies Act, 2013, which
forms part of this report.

SUBSIDIARY AND ASSOCIATE COMPANY

As on 31^st March, 2026, Deep Industries Limited has Eight (8) direct
Subsidiaries Companies and Five (5) indirect Subsidiaries. There has
been no material change in the nature of business of the subsidiaries.

A report on the financial position of each of the subsidiaries and
associates as per the Act as provided in Form AOC-1 is attached to
the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the
standalone and consolidated financial statements of the Company
along with relevant documents and separate audited financial
statements in respect of subsidiaries, are available on the website
of the Company at www.deepindustries.com/investors.

SHARE CAPITAL

As on 31^st March, 2026, the Authorised Share Capital of the
Company stands at ?70,25,00,000 (Rupees Seventy Crores and
Twenty Five Lakhs Only) comprising 14,05,00,000 (Fourteen Crores
and Five Lakhs) equity shares of ?5 each, and the paid-up equity
share capital stands at ? 32,00,00,000 (Rupees Thirty Two Crores
Only) comprising 6,40,00,000 (Six Crores and Forty Lakhs) equity
shares of ? 5/- (Rupees Five Only) each.

Pursuant to the Scheme of Amalgamation, the Authorised Share
Capital of the Company stands increased from ?35,25,00,000
(Rupees Thirty Five Crores and Twenty Five Lakhs Only)
comprising 7,05,00,000 (Seven Crores and Five Lakhs) equity
shares of ?5 each to ?70,25,00,000 (Rupees Seventy Crores and
Twenty Five Lakhs Only) comprising 14,05,00,000 (Fourteen
Crores and Five Lakhs) equity shares of ?5 each, consequent to
the clubbing of the authorised share capital of erstwhile Kandla
Energy & Chemicals Limited with that of the Company, pursuant
to the Scheme of Amalgamation approved by the Hon''ble NCLT,
Ahmedabad Bench.

During FY 2025-26, the Company has not issued any shares,
securities / instruments convertible into equity shares, sweat
equity shares or shares with differential voting rights also have not
made any provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees.

EMPLOYEE STOCK OPTION SCHEME

With a view to attracting, retaining, motivating and rewarding
talented employees and aligning their interests with the long-term
growth and performance of the Company, the Board of Directors
has approved the proposal to introduce an Employee Stock
Option Scheme ("ESOP Scheme"), subject to the approval of the
shareholders and such other statutory and regulatory approvals as
may be required.

The proposed ESOP Scheme is intended to provide eligible
employees with an opportunity to participate in the future growth
and success of the Company through equity-based incentives. The
Scheme shall be implemented in accordance with the provisions
of the Companies Act, 2013 and the applicable provisions of the
Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, as amended from
time to time.

The approval of the shareholders for adoption of the ESOP Scheme
and the related matters, including the necessary alteration of the
Articles of Association of the Company to incorporate an enabling
provision for issuance of equity shares under the ESOP Scheme, is
being sought at the ensuing General Meeting.

RESTRUCTURING AND ACQUISITIONS

During FY 2025-26, your Company has undertaken various internal
restructuring activities, as follows:

• Kandla Energy & Chemicals Limited, a wholly owned
subsidiary of the Company, was merged with the Company
pursuant to a Scheme of Amalgamation sanctioned by the
Hon''ble National Company Law Tribunal, Ahmedabad Bench,
vide its Order dated 23^rd March, 2026. The Scheme became
effective on 30^th March, 2026 upon filing with the ROC, and

was filed with the Registrar of Companies on 30^th March, 2026.
Consequently, Kandla Energy & Chemicals Limited ceased to
be a wholly owned subsidiary of the Company pursuant to
the said merger.

• During the year under review, the Company expanded
its operational footprint by acquiring 70% equity stake in
Deep Natural Resources Limited on 2^nd December, 2025.
Consequent to this acquisition, Deep Natural Resources
Limited became a subsidiary of the Company with effect
from the said date.

• During the year, Dolphin Offshore Enterprises India Limited, a
step-down subsidiary of the Company, incorporated Beluga
International (IFSC) Private Limited on 9^th March, 2026, as
its Wholly Owned Subsidiary, in GIFT City, Gandhinagar,
Gujarat, to undertake the business of operating ship leasing.
Accordingly, Beluga International (IFSC) Private Limited has
become a step-down subsidiary of the Company.

DIVIDEND

The Board recommends a dividend of ? 2.50/- per fully paid
up equity share of face value ? 5/- each, for the financial year
ended 31^st March, 2026. The Board has recommended dividend
based on the parameters laid down in the Dividend Distribution
Policy, which can be accessed at https://www.deepindustries.
com/docs/Dividend-Distribution-Policy.pdf.

The dividend on equity shares is subject to approval of the
Members at the Annual General Meeting (''AGM'') scheduled to be
held on Tuesday, 1⁵¹ September, 2026. The dividend, once approved
by the Members, will be paid, subject to deduction of tax at source,
on or after 1^a September, 2026.

If approved, the dividend will result in a cash outflow of ? 1600
Lakhs. The dividend on equity shares is 50% of the paid-up value
of each share. The total dividend pay-out works out to 3.95% of
the consolidated profit after tax attributable to shareholders but
excluding Exceptional loss for FY 2025-26.

The Company has fixed Friday, 21^st August, 2026 as the ''Record
Date'' for determining entitlement of Members to final dividend for
the financial year ended 31^st March, 2026, if approved at the AGM.

RESERVES

Your Directors do not propose to transfer any amount to the
General Reserve for the financial year ended 31^st March, 2026. The
entire balance of the net profit after tax has been retained in the
Profit and Loss Account as surplus.

BOARD MEETINGS

During the year, Six (6) meetings of the Board of Directors were
held, as required under the Companies Act, 2013. The details of the
number of Board meetings held and attendance of Directors are
provided in the Corporate Governance Report, which forms part
of this Report.

During the year under review, the Company has complied
with applicable Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI) and notified by the Ministry of
Corporate Affairs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• It is with profound grief that the Company informs about the
sad demise of Mr. Ashok Ratilal Patel, Independent Director
of the Company, on 13^th December, 2025. Consequent upon
his unfortunate demise, Mr. Ashok Ratilal Patel ceased to be a
Director of the Company with effect from that date, in terms
of the provisions of the Companies Act, 2013.

The Board places on record its deep appreciation for the
valuable guidance, contribution, and support extended by
Mr. Ashok Ratilal Patel during his tenure as an Independent
Director of the Company, and conveys its heartfelt
condolences to the bereaved family.

• Subsequent to the cessation of Mr. Ashok Ratilal Patel,
the Board of Directors, on the recommendation of the
Nomination and Remuneration Committee, appointed
Mr. Shalin Harshadbhai Patel as an Additional Director
(Independent) of the Company with effect from 12^th March,
2026, pursuant to Section 161(1) of the Companies Act, 2013,
read with the Articles of Association of the Company, to hold
office up to the date of the ensuing Annual General Meeting
/ Extra-Ordinary General Meeting.

The Members of the Company subsequently approved his
appointment as an Independent Director, not liable to retire
by rotation, for a term of five consecutive years, with effect
from 12^th March, 2026 by passing of resolution dated 27^th
April, 2026, in terms of Section 149 read with Schedule IV and
other applicable provisions of the Companies Act, 2013.

The Board is of the opinion that Mr. Shalin Harshadbhai Patel
is a person of integrity and possesses the relevant expertise
and experience to be appointed as an Independent Director
of the Company, and he meets the criteria of independence
as prescribed under Section 149(6) of the Companies Act,
2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 149 of the Act and Regulation
25(8) of the SEBI Listing Regulations, the Independent Directors
have submitted declarations stating that each of them fulfill 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. There has been no change in the
circumstances affecting their status as Independent Directors
of the Company. In the opinion of the Board, the Independent
Directors are competent, experienced, proficient and possess
necessary expertise and integrity to discharge their duties and
functions as Independent Directors. The Independent Directors
of the Company have undertaken requisite steps towards the
inclusion of their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs.

None of the Company''s directors are disqualified from being
appointed as a director as specified in Section 164 of the Act. All
directors have further confirmed that they are not debarred from
holding the office of a director under any order from SEBI or any
other authority.

In accordance with the provisions of Section 152 of the Act and the
Articles of Association of the Company, Mr. Rohan Vasantkumar
Shah retires by rotation at the ensuing AGM and being eligible, has
offered himself for re-appointment.

During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the
Company, other than receipt of sitting fees, reimbursement of
expenses incurred by them for the purpose of attending meetings
of the Board and its committees or other Company events and
any other transactions as approved by the Audit Committee or
the Board which are disclosed under the Notes to Accounts. For
more details about the directors, please refer to the Corporate
Governance Report.

During the year there was no change in the Key Managerial
Personnel (''KMP'') of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company are:

• Mr. Paras Shantilal Savla - Chairman & Managing Director

• Mr. Rupesh Kantilal Savla - Managing Director

• Mr. Rohan Vasantkumar Shah - Whole-time Director & Chief

Financial Officer

• Mrs. Shilpa Sharma - Company Secretary (upto 31^st

July, 2026)

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section
134(5) of the Companies Act, 2013, the Board of Directors confirms
that to the best of its knowledge and belief:

a. In the preparation of the Annual Accounts for the financial
year ended 31^st March, 2026, the applicable accounting
standards had been followed and there are no material
departures;

b. They 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 at the end of financial
year and of the profit of the Company for the financial year
ended 31^st March, 2026;

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

d. They have prepared the Annual Accounts for the financial
year ended 31^st March, 2026 on a going concern basis;

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

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

EVALUATION OF BOARD PERFORMANCE AND
PERFORMANCE OF ITS COMMITTEES AND OF
DIRECTORS

The Board of Directors has carried out an annual evaluation of its
own performance, performance of Board committees and that of
individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations.

The performance of the Board, its committees and individual
directors was evaluated by the Board after seeking inputs from all
directors on the basis of criteria established on the Guidance Note
on Board Evaluation issued by the SEBI on 5^th January, 2017, such
as the board / committee composition and structure, effectiveness
of board processes / committee meetings, information and
functioning, etc. In a separate meeting of the Independent
Directors, performance of Non-Independent Directors and the
Board as a whole was evaluated, taking into account the views of
the Executive Director and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee
reviewed the performance of individual directors on the basis of
criteria such as the 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.

In the Board meeting that followed the meeting of the Independent
Directors and the meeting of the Nomination and Remuneration
Committee, the performance of the Board, its committees, and
individual directors was discussed. Performance evaluation of
Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated.

POLICY ON DIRECTOR''S APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

A Nomination and Remuneration Policy has been formulated
pursuant to the provisions of Section 178 of the Companies
Act, 2013 and Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Nomination
and Remuneration Policy for Directors, Key Managerial Personnel
and Senior Management is available on the website of the
Company www.deepindustries.com. The weblink is https://www.
deepindustries.com/policies.html.

COMMITTEE OF THE BOARD

The Board of Director has constituted various Committees(s)
pursuant to the requirements of the Companies Act, 2013 read
with the rules framed there under and SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015. The details of
the composition of the Audit Committee and other various
Committee(s), including Nomination and Remuneration
Committee and Stakeholder''s Relationship Committee, the number
of meetings held and attendance of the committee members are
provided in the Corporate Governance Report, which forms part
of this Report.

AUDIT COMMITTEE

The details of the Audit Committee, including its composition
terms of reference, attendance, etc., are included in the Corporate
Governance Report, which forms a part of this Integrated Annual

Report. The Board has accepted all the recommendations of the
Audit Committee.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk
Management Committee for monitoring and reviewing the risk
management plan and ensuring its effectiveness. The Audit
Committee exercises enhanced oversight in the area of financial
risks and controls. Major risks identified by businesses and
functions are proactively managed through ongoing mitigating
measures.

Further information on development and implementation of
risk management policy has been covered in the Management
Discussion and Analysis Report, which forms part of this Integrated
Annual Report.

For more details on the key risks identified and mitigation plans,
please refer to the Risk Management section of this Integrated
Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has a Policy on Corporate Social Responsibility
(CSR) and the same is available on website of the Company www.
deepindustries.com. The Annual Report on CSR activities in terms
of the requirements of Companies (Corporate Social Responsibility
Policy) Rules, 2014 is annexed as Annexure - A, which forms part of
this Integrated Annual Report.

The details of the composition of the CSR committees, the number
of meetings held and attendance of the committee members are
provided in the Corporate Governance Report, which forms part of
this Integrated Annual Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has formulated a policy on Related
Party Transactions (''RPT Policy'') which can be accessed on the
Company''s website at https://www.deepindustries.com/policies.
html. The RPT Policy was last reviewed and amended by the Board
at its meeting held on 2^nd May, 2025, on the recommendation of
the Audit Committee.

All related party transactions are placed before the Audit
Committee for review and approval. Prior omnibus approval was
obtained for transactions which are of a repetitive nature and are
in the ordinary course of business and at arm''s length pricing.

During FY26, your Company has not entered into any transactions
with related parties which could be considered material in terms of
Section 188 of the Act. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the Act, in Form
AOC 2, is not applicable.

AUDITORS

A. Statutory Auditors and Statutory Auditor''s Report

M/s Mahendra N. Shah & Co., Chartered Accountant (Firm
Registration No 105775W), Chartered Accountants, were
appointed as the Statutory Auditors of the Company for the
period of five (5) years from the conclusion of the 16^th Annual
General Meeting to hold office till the conclusion of the 21^st

Annual General Meeting of the Company to be held in the
year 2027.

The Auditors'' Report for financial year 2025-26 forms part of
this Annual Report and does not contain any qualification,
reservation or adverse remark or disclaimer which requires
the clarification of the Management of the Company.

The Statutory Auditors of the Company have not reported
any fraud as specified under Section 143(12) of the Act, for
the year under review.

B. Secretarial Auditors and Secretarial Audit Report

M/s RPAP & Co., Practicing Company Secretary, Ahmedabad
(P/R No. 4025/2023), were appointed as the Secretarial
Auditors of the Company for a term of five consecutive
years commencing from FY 2025-26 by the shareholders
of the Company at the 19^th Annual General Meeting of the
Company.

The report of the Secretarial Auditor in Form MR-3 for the
financial year ended 31^st March, 2026 is attached to this
Report. The Secretarial Audit Report does not contain any
qualifications, reservations, adverse remarks or disclaimers.

C. Internal Auditors

Pursuant to the provision of Section 138 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014,
the Company has appointed M/s. Manubhai & Shah LLP,
Chartered Accountants (FRN: 106041W/W100136), as Internal
Auditor in the Board of Directors'' meeting held on 14^th May,
2026, to conduct Internal Audit for the financial year 2026-27.

D. Cost Auditors And Records

In terms of the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014, as amended from time to time, the Company is
not required to maintain the Cost Records and Cost Accounts.
Hence, the appointment of Cost Auditors is not applicable to
the Company.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required
under section 197(12) of the Companies Act, 2013 read with
Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is given in an Annexure
and forms part of this report. In terms of Section 136(1) of the
Companies Act, 2013, the Report and Audited Accounts are being
sent to the members excluding the aforesaid Annexure. Any
member interested in obtaining a copy of the Annexure may write
to the Company Secretary at the registered office of the Company
for a copy of it.

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

The Information pertaining to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and outgo as required
under Section 134(3)(m) of the Companies Act, 2013 read with

Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as
Annexure - B, which forms part of this Integrated Annual Report.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report
along with the Auditors'' Certificate thereon, and the Management
Discussion and Analysis Report forms part of this Integrated Annual
Report. As per Regulation 34 of the SEBI Listing Regulations, BRSR
is also forming part of this Integrated Annual Report.

The Company has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards issued by
the Institute of Company Secretaries of India and such systems are
adequate and operating effectively.

MATERIAL EVENTS AFTER BALANCE SHEET DATE

There are no material events between the end of the financial year
and the date of this Report which have a material impact on the
financials of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The details on Internal Financial Control systems and their
adequacy are provided in Management Discussion and Analysis,
which forms part of this report.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company,
during the year under review.

DEPOSITS

The Company has neither accepted nor renewed any deposits from
the public within the meaning of Section 73 of the Companies Act,

2013 read with the Companies (Acceptance of Deposits) Rules,

2014 during the financial year under review.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

During the year under review, the Company has granted loans,
advances and made an investment under the provisions of section
186 of the Companies Act, 2013. The details of Loans, Guarantees
and Investment made are given in the Notes to the Financial
Statements, which forms part of this Report.

There has been no instance of valuation done for settlement or for
taking loan from the Banks or Financial Institutions.

ANNUAL RETURN

As per the requirements of Section 134(3)(a) read with Section
92(3) of the Act and the rules framed thereunder, including any
statutory modifications / amendments thereto for the time being
in force, the Annual Return for FY 2025-26 is available on https://
www.deepindustries.com/general-meeting-records.html.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism / Whistle Blower policy
to provide a formal mechanism for the directors and employees
to disclose their concerns and grievances on unethical behavior

and improper/illegal practices and wrongful conduct taking place
in the Company for appropriate action. Through this mechanism,
the Company provides necessary safeguards to all such persons
for making sheltered disclosures in good faith. It is hereby
affirmed that no personnel have been denied access to the Audit
Committee. The Vigil Mechanism / Whistle Blower policy has been
placed on the website of the Company www.deepindustries.com.
The weblink is https://www.deepindustries.com/policies.html.

POLICY ON DETERMINATION OF MATERIALITY OF
EVENT/DISCLOSURES:

The Company has adopted Policy for determining materiality of
Events/Disclosures that mandates the Company to disclose any
of the events or information which, in the opinion of the Board of
Directors of the Company is material in the terms of requirement
of Regulation 30 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, which is available on the website
of the Company www.deepindustries.com. The weblink is https://
www.deepindustries.com/policies.html.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE
COMPANY:

During the year under review, there were no significant and
material orders passed by the regulators or courts or tribunals
impacting the going concern status and the Company''s operations
in future.

STATEMENT ON COMPLIANCE WITH THE
MATERNITY BENEFIT ACT, 1961:

Your Company is fully committed to complying with the Maternity
Benefit Act, 1961. We recognize and uphold the rights of our women
employees to maternity benefits as enshrined under the Act.

WEBSITE OF YOUR COMPANY

Your Company maintains a website www.deepindustries.com
where detailed information of the Company and specified
details in terms of the Companies Act, 2013 and SEBI (Listing

Obligations & Disclosure Requirements) Regulations, 2015 has
been provided.

GENERAL DISCLOSURE

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

a. Provision of money by company for purchase of its own shares
by employees or by trustees for the benefit of employees.

b. Issue of sweat equity shares.

c. Issue of equity shares with differential rights as dividend,
voting or otherwise.

d. Issue of employee stock options scheme.

e. There has been no instance of valuation done for settlement
or for taking loan from the Banks or Financial Institutions.

DESIGNATED PERSON FOR FURNISHING
INFORMATION AND EXTENDING CO-OPERATION
TO REGISTRAR OF COMPANIES (ROC) IN RESPECT
OF BENEFICIAL INTEREST IN SHARES OF THE
COMPANY:

Mrs. Shilpa Sharma, the Company Secretary & Compliance Officer
of the Company is the designated person responsible for furnishing
information and extending cooperation to the ROC in respect of
beneficial interest in the Company''s shares.

ACKNOWLEDGEMENTS

Your directors places on record their sincere thanks to the
Customers, Vendors, Stakeholders, Banks, Regulatory Bodies,
Financial Institutions, Employees and other Business Associates
who have extended their valuable sustained support and
encouragement during the year under review.

Your directors take this opportunity to recognize and place on
record their gratitude and appreciation for the commitment
displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every
stakeholder in the future.

For and on behalf of the Board
Paras Shantilal Savla

Place: Ahmedabad Chairman and Managing Director

Date: 28^th July, 2026 DIN: 00145639

Your Directors are pleased to present the 19th Annual Report of the Company along with the Audited Financial Statements for the financial year ended on March 31,2025.

FINANCIAL RESULT

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as defined under Companies Act, 2013, read with rules made there under. The financial performance of the Company for the financial year ended on March 31,2025, is summarised below:

OPERATIONS Performance of Company:

During the year under review, the Company''s Standalone revenues from operations increased to ? 47,747.86 Lakhs as compared to ? 38,190.99 Lakhs in the previous year, while consolidated revenues from operations increased to ? 57,613.01 Lakhs as compared to ? 42,699.27 Lakhs in the previous year. The Company has grown up to be a "One Stop Solution" provider for every need in Oil and Gas field operations by providing various equipment and services under rental and chartered-hire basis.

The Company''s Standalone net profit increased to ? 13,034.49 Lakhs as compared to ? 10,426.95 Lakhs in the previous year, while the Consolidated net profit increased to ? 16,095.22 Lakhs as compared to ? 12,227.27 Lakhs in the previous year, without considering the exceptional items that stood due to cleaning exercise post acquisition of Kandla Energy and Chemicals Limited from liquidation and Dolphin Offshore Shipping Limited from CIRP.

Your Directors assure the stakeholders of the Company to continue their efforts and enhance the overall performance of the Company in the coming financial years.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013, which forms part of this report.

SUBSIDIARY AND ASSOCIATE COMPANY

As on March 31,2025, Deep Industries Limited has Eight (8) direct Subsidiaries Companies and Four (4) indirect Subsidiaries. There has been no material change in the nature of business of the subsidiaries.

A report on the financial position of each of the subsidiaries and associates as per the Act as provided in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at www.deepindustries.com/investors.

SHARE CAPITAL

As on March 31,2025, the authorised share capital of the Company consist of 7,05,00,000 (Seven Crores and Five Lakhs) Equity Shares of ? 5/- (Rupees Five Only) each, and the paid-up equity share capital consist of 6,40,00,000 (Six Crores and Forty Lakhs) equity shares of ? 5/- (Rupees Five Only) each.

During the financial year the company has increased its authorized share capital from '' 32,06,60,000/- (Rupees Thirty Two Crore Six Lakh Sixty Thousand Only) to '' 35,25,00,000/- (Rupees Thirty Five Crores and Twenty Five Lakhs Only) by passing of Ordinary Resolution through postal ballot process on February 03, 2025.

During FY 2024-25, the Company has not issued any shares, securities / instruments convertible into equity shares, sweat equity shares or shares with differential voting rights also have not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

RESTRUCTURING AND ACQUISITIONS

During FY 2024-25, your Company has undertaken various internal restructuring activities, as follows:

^ Pursuant to the completion of the incorporation of SAAR International FZ- LLC (''SAAR'') in Ras Al Khaimah Economic Zone, UAE, SAAR has become a direct wholly-owned subsidiary of the Company effective April 08, 2024.

^ Pursuant to the investment made by the Company in Deep Exploration Services Private Limited (Formerly known as Indra Offshore Services Private Limited) (''DESPL'') DESPL has become a direct wholly-owned subsidiary of the Company effective January 15, 2025.

^ Pursuant to the Hon''ble NCLT approving the Resolution Plan submitted by Deep Onshore Services Private Limited, wholly owned subsidiary of the Company for acquisition of Dolphin Offshore Shipping Limited (''Shipping'') under the Corporate Insolvency Resolution Process (''CIRP'') of the Insolvency and Bankruptcy Code 2016, Shipping became the step-down subsidiary of the Company effective January 21,2025.

^ Pursuant to the Hon''ble NCLT granting the reliefs and concessions for acquisition of Kandla Energy and Chemicals Limited (''Kandla''), as a whole on Going Concern Basis, under Liquidation, the Company acquired 100% equity stake in Kandla and subsequently it become a direct wholly-owned subsidiary of the Company effective March 31,2025.

DIVIDEND

The Board recommends a dividend of ? 3.05/- per fully paid equity share on 64,000,000 equity shares of face value ? 5/- each, for the financial year ended March 31,2025. The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy, which can be accessed at https://www. deepindustries.com/docs/Dividend-Distribution-Policy.pdf.

The dividend on equity shares is subject to approval of the Members at the Annual General Meeting (''AGM'') scheduled to be held on Monday, September 08, 2025. The dividend, once approved by the Members, will be paid, subject to deduction of tax at source, on or after Tuesday, September 09, 2025.

If approved, the dividend will result in a cash outflow of ? 1952 Lakhs. The dividend on equity shares is 61% of the paid-up value of each share. The total dividend pay-out works out to 11.33 % of the consolidated profit after tax attributable to shareholders and noncontrolling interest excluding Exceptional Items for FY 2024-25.

The Company has fixed Friday, August 22, 2025 as the ''Record Date'' for determining entitlement of Members to final dividend for the financial year ended March 31,2025, if approved at the AGM.

RESERVES

The Board of Directors has decided to retain the entire amount of profit for financial year 2024-25 in the statement of profit and loss.

BOARD MEETINGS

During the year, Five (5) meetings of the Board of Directors were held, as required under the Companies Act, 2013. The details of the number of Board meetings held and attendance of Directors are provided in the Corporate Governance Report, which forms part of this Report.

During the year under review, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

^ On the recommendation of the Nomination & Remuneration Committee, the Board of Directors had re-appointed Mr. Paras Shantilal Savla as the Chairman & Managing Director (Executive, Promoter) of the Company with effect from September 01,2025, for a period of 5 (five) years. A proposal for his appointment is placed before the Members for approval at the AGM.

The term of office of Mr. Paras Shantilal Savla as the Chairman & Managing Director of the Company shall be subject to retire by rotation.

^ On the recommendation of the Nomination & Remuneration Committee, the Board of Directors had re-appointed Mr. Rupesh Kantilal Savla as the Managing Director (Executive, Promoter) of the Company with effect from September 01, 2025, for a period of 5 (five) years. A proposal for his appointment is placed before the Members for approval at the AGM.

The term of office of Mr. Rupesh Kantilal Savla as the Managing Director of the Company shall be subject to retire by rotation.

^ On the recommendation of the Nomination & Remuneration Committee, the Board of Directors had re-appointed Mr. Rohan Vasantkumar Shah as the Whole-time Director (Executive, Professional) of the Company with effect from June 24, 2026, for a period of 5 (five) years. A proposal for his appointment is placed before the Members for approval at the AGM.

The term of office of Mr. Rohan Vasantkumar Shah as the Whole-time Director of the Company shall be subject to retire by rotation.

^ On the recommendation of the Nomination & Remuneration Committee, the Board of Directors had re-appointed Dr. Kirit Nanubhai Shelat as a Director (Non-Executive, Independent) of the Company with effect from November 10, 2025, for the second term of five consecutive years. A proposal for his appointment is placed before the Members for approval at the AGM.

Dr. Shelat fulfils the criteria of independence under Regulation 16(1)(b) and Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations'') and Section 149(6) of the Act, 2013.

^ On the recommendation of the Nomination & Remuneration Committee, the Board of Directors had re-appointed Ms. Shaily Jatin Dedhia as a Director (Non-Executive, Independent) of the Company with effect from June 24, 2026, for the second term of five consecutive years. A proposal for her appointment is placed before the Members for approval at the AGM.

M rs. Dedhia fulfils the criteria of independence under Regulation 16(1)(b) and Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations'') and Section 149(6) of the Act, 2013.

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have submitted declarations stating that each of them fulfill 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. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

None of the Company''s directors are disqualified from being appointed as a director as specified in Section 164 of the Act. All directors have further confirmed that they are not debarred from holding the office of a director under any order from SEBI or any other authority.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Rupesh Kantilal Savla retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receipt of sitting fees, reimbursement of expenses incurred by them for the purpose of attending meetings of the Board and its committees or other Company events and

any other transactions as approved by the Audit Committee or the Board which are disclosed under the Notes to Accounts. For more details about the directors, please refer to the Corporate Governance Report.

During the year there was no change in the Key Managerial Personnel (''KMP'') of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are:

• Mr. Paras Shantilal Savla - Chairman & Managing

Director

• Mr. Rupesh Kantilal Savla - Managing Director

• Mr. Rohan Vasantkumar Shah - Whole-time Director &

Chief Financial Officer

• Mrs. Shilpa Sharma - Company Secretary

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors confirms that to the best of its knowledge and belief:

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed and there are no material departures;

b. They 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 at the end of financial year and of the profit of the Company for the financial year ended March 31,2025;

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

d. They have prepared the Annual Accounts for the financial year ended March 31,2025 on a going concern basis;

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

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

EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, performance of Board committees and that of individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board, its committees and individual directors was evaluated by the Board after seeking inputs from all directors on the basis of criteria established on the Guidance Note on Board Evaluation issued by the SEBI on January 5, 2017, such as the board / committee composition and structure, effectiveness

of board processes / committee meetings, information and functioning, etc. In a separate meeting of the Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of the Executive Director and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the 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.

In the Board meeting that followed the meeting of the Independent Directors and the meeting of the Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is available on the website of the Company www.deepindustries.com. The weblink is https://www. deepindustries.com/policies.html.

COMMITTEE OF THE BOARD

The Board of Director has constituted various Committees(s) pursuant to the requirements of the Companies Act, 2013 read with the rules framed there under and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details of the composition of the Audit Committee and other various Committee(s), including Nomination and Remuneration Committee and Stakeholder''s Relationship Committee, the number of meetings held and attendance of the committee members are provided in the Corporate Governance Report, which forms part of this Report.

AUDIT COMMITTEE

The details of the Audit Committee, including its composition terms of reference, attendance, etc., are included in the Corporate Governance Report, which forms a part of this Integrated Annual Report. The Board has accepted all the recommendations of the Audit Committee.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee exercises enhanced oversight in the area of financial risks and controls. Major risks identified by businesses and functions are systematically addressed through mitigating actions on a continuous basis.

Further information on development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

For more details on the key risks identified and mitigation plans, please refer to the Risk Management section of this Integrated Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has a Policy on Corporate Social Responsibility (CSR) and the same is available on website of the Company www. deepindustries.com. The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - A, which forms part of this Integrated Annual Report.

The details of the composition of the CSR committees, the number of meetings held and attendance of the committee members are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on Related Party Transactions (''RPT Policy'') which can be accessed on the Company''s website at https://www.deepindustries.com/policies. html. The RPT Policy was last reviewed and amended by the Board at its meeting held on May 02, 2025, on the recommendation of the Audit Committee.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for transactions which are of a repetitive nature and are in the ordinary course of business and at arm''s length pricing.

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. There have been no materially significant related party transactions between the Company and its subsidiaries, Directors, KMPs, or the relatives of Directors and KMPs, except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act along with the justification for entering into such a contract or arrangement in Form AOC-2, does not form part of this Integrated Annual Report.

AUDITORS

A. Statutory Auditors and Statutory Auditor''s Report

M/s Mahendra N. Shah & Co., Chartered Accountant (Firm Registration No 105775W), Chartered Accountants, were appointed as the Statutory Auditors of the Company for the period of five (5) years from the conclusion of the 16th Annual General Meeting to hold office till the conclusion of the 21st Annual General Meeting of the Company to be held in the year 2027.

The Auditors'' Report for financial year 2024-25 forms part of this Annual Report and does not contain any qualification, reservation or adverse remark or disclaimer which requires the clarification of the Management of the Company.

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

The Information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure - B, which forms part of this Integrated Annual Report.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report along with the Auditors'' Certificate thereon, and the Management Discussion and Analysis Report form part of this Integrated Annual Report. As per Regulation 34 of the SEBI Listing Regulations, BRSR is also forming part of this Integrated Annual Report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

MATERIAL EVENTS AFTER BALANCE SHEET DATE

After the end of the financial year, the Company at its meeting held on June 30, 2025 has approved the scheme of amalgamation (''Scheme'') for amalgamating Kandla Energy & Chemicals Limited, Wholly owned Subsidiary with and into the Company and their respective shareholders and creditors, in terms of provisions of Section 230 to 232 of the Companies Act, 2013 and other applicable laws including the rules and regulations.

The Scheme is subject to the receipt of requisite approvals from the jurisdictional bench of the National Company Law Tribunal and other statutory and regulatory authorities as applicable, and the respective shareholders and creditors, under applicable law.

There are no other subsequent events between the end of the financial year and the date of this Report which have a material impact on the financials of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details on Internal Financial Control systems and their adequacy are provided in Management Discussion and Analysis, which forms part of this report.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company, during the year under review.

DEPOSITS

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act,

2013 read with the Companies (Acceptance of Deposits) Rules,

2014 during the financial year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has granted loans, advances and made an investment under the provisions of section

186 of the Companies Act, 2013. The details of Loans, Guarantees and Investment made are given in the Notes to the Financial Statements, which forms part of this Report.

There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.

ANNUAL RETURN

As per the requirements of Section 134(3)(a) read with Section 92(3) of the Act and the rules framed thereunder, including any statutory modifications / amendments thereto for the time being in force, the Annual Return for FY 2024-25 is available on https:// www.deepindustries.com/general-meeting-records.html.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism / Whistle Blower policy to provide a formal mechanism for the directors and employees to disclose their concerns and grievances on unethical behavior and improper/illegal practices and wrongful conduct taking place in the Company for appropriate action. Through this mechanism, the Company provides necessary safeguards to all such persons for making sheltered disclosures in good faith. It is hereby affirmed that no personnel have been denied access to the Audit Committee. The Vigil Mechanism / Whistle Blower policy has been placed on the website of the Company www.deepindustries.com. The weblink is https://www.deepindustries.com/policies.html.

POLICY ON DETERMINATION OF MATERIALITY OF EVENT/ DISCLOSURES:

The Company has adopted Policy for determining materiality of Events/Disclosures that mandates the Company to disclose any of the events or information which, in the opinion of the Board of Directors of the Company is material in the terms of requirement of Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, which is available on the website

of the Company www.deepindustries.com. The weblink is https:// www.deepindustries.com/policies.html.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

Your Company is fully committed to complying with the Maternity Benefit Act, 1961. We recognize and uphold the rights of our women employees to maternity benefits as enshrined under the Act.

WEBSITE OF YOUR COMPANY

Your Company maintains a website www.deepindustries.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been provided.

ACKNOWLEDGEMENTS

Your directors places on record their sincere thanks to the Customers, Vendors, Stakeholders, Banks, Regulatory Bodies, Financial Institutions, Employees and other Business Associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

The Directors are pleased to present the 18^th Annual Report of the Company along with the Audited Financial Statements for the financial year ended on March 31, 2024.

FINANCIAL RESULT

he Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as defined in the Companies Act, 2013, read with rules made thereunder. The financial performance of the Company for the financial year ended on March 31, 2024; is summarised below:

OPERATIONS Performance of Company:

During the year under review, the Company’s Standalone revenues from operations increased to '' 38,190.99 Lakhs as compared to '' 30,118.36 Lakhs in the previous year, while consolidated revenues from operations increased to '' 42,699.27 Lakhs as compared to '' 34,133.61 Lakhs in the previous year. The Company has grown up to be a "One Stop Solution” provider for every need in Oil and Gas field operations by providing various equipment and services under rental and chartered-hire basis.

The Company’s Standalone net profit was increased to '' 10,425.23 Lakhs as compared to '' 7,830.83 Lakhs in the previous year. Your Directors assure the stakeholders of the Company to continue their efforts and enhance the overall performance of the Company in the coming financial years.

Performance of Subsidiaries:

As on March 31, 2024, Deep Industries Limited has Seven (7) Subsidiaries Companies out of which Deep International DMCC, is registered in Dubai, UAE and SAAR International FZ-LLC is registered in Ras al-Khaimah, UAE and Five Companies

i.e. Raas Equipment Private Limited, Deep Onshore Drilling Services Private Limited, Deep Onshore Services Private Limited, Breitling Drilling Private Limited and Dolphin Offshore Enterprises (India) Limited are registered in India.

a. Deep International DMCC, Subsidiary Company in which the Company holds 100% Equity Share Capital and the Company is providing similar Oil and Gas field Services across the Middle East, Africa, and Asia. Deep International DMCC has recorded revenue of '' 3605.88 Lakhs and has made Profit of '' 954.97 Lakhs for the year ended on March 31, 2024.

b. SAAR International FZ-LLC, Subsidiary Company in which the Company holds 100% Equity Share Capital is registered in Ras al-Khaimah Freezone, UAE on 29th March, 2024. Company will conduct business of Oilfield & Natural Gas Equipment & Spare Parts Trading, Solar Energy Systems & Components Trading, Well Drilling Equipment Trading, Pumps, Engines, Valves & Spare Parts Trading and Power Generation, Transmission & Distribution Equipment.

c. Raas Equipment Private Limited, Subsidiary Company in which the Company holds 80% Equity Share Capital and during the year, Raas Equipment Private Limited has recorded revenue of '' 803.63 Lakhs and has made loss of '' 49.26 Lakhs for the year ended on March 31, 2024.

d. Deep Onshore Services Private Limited, Subsidiary Company in which the Company holds 100% Equity Share Capital and during the year, Deep Onshore Service Private Limited has recorded revenue of '' 836.77 Lakhs and has made profit of '' 420.71 Lakhs for the year ended on March 31, 2024.

e. Deep Onshore Drilling Services Private Limited, Subsidiary Company in which the Company holds 74% Equity Share Capital and during the year, Deep Onshore Drilling Services Private Limited has recorded revenue of '' 7.64 Lakhs and has made profit of '' 4.37 Lakhs for the year ended on March 31, 2024.

f. Breitling Drilling Private Limited, Subsidiary Company in which the Company holds 74% Equity Share Capital and during the year, Breitling Drilling Private Limited has recorded revenue of '' 2.28 Lakhs and has made profit of '' 1.18 Lakhs for the year ended on March 31, 2024.

g. Dolphin Offshore Enterprises (India) Limited, Step-Down Subsidiary in which the Subsidiary of the Company Deep Onshore Services Private Limited holds 74. 99% Equity Share Capital and it has recorded revenue of '' 1096.52 Lakhs and has made profit of '' 543.44 Lakhs for the year ended on March 31, 2024.

Further, the Audited Financial Statements of the Subsidiaries are available on Company’s website www.deepindustries.com.

DIVIDEND

During the year under review, the Company is pleased to recommend a Final Dividend of '' 2.44 per equity shares, for the financial year ended on March 31,2024, subject to approval of Shareholders at ensuing 18^th Annual General Meeting. The said dividend if approved would result in a cash outflow of '' 1561.60 Lakhs.

The Dividend Distribution Policy as required in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the Company i.e. www.deepindustries.com.

RESERVES

The Board has decided not to transfer any amount to General Reserves for the financial year 2023-24 however an amount of '' 10425.23 Lakhs is retained as surplus in the Statement of profit and Loss of Standalone financials.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY:

As on April 01, 2023, your Company has Five (5)Subsidiaries. During the period under review,your company had acquired 74% equity stake in Breitling Drilling Private Limited on July 12, 2023 and the said company has now become our subsidiary company. We have also incorporated a Wholly owned subsidiary namely, SAAR International FZ-LLC in Ras al-Khaimah Freezone, UAE on March 29, 2024.

Other than the above, there are no Company which has become or ceased to be Company’s Subsidiaries, Joint Venture and Associate Company.

Therefore, as on March 31, 2024, your Company has Seven (7) Subsidiaries namely:

Indian Subsidiaries:

i. Raas Equipment Private Limited (Subsidiary Company)

ii. Deep Onshore Drilling Services Private Limited (Subsidiary Company)

iii. Deep Onshore Services Private Limited(Subsidiary Company)

iv. Breitling Drilling Private Limited(Subsidiary Company)

v. Dolphin Offshore Enterprises (India) Limited (Step Down Subsidiary)

Foreign Subsidiaries:

vi. Deep International DMCC, Dubai, UAE (Wholly Owned Subsidiary)

vii. SAAR International FZ-LLC, Ras al-Khaimah, UAE(Whol/y Owned Subsidiary)

A statement containing the salient features of the financial statement of Subsidiaries in Form AOC-1 as per Section 129(3) of the Companies Act, 2013 and rules made there under is attached to the financial statements and therefore not repeated in this Report to avoid duplication.

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013, which forms part of this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of financial year and the date of this Report, except as stated specifically in this Report.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company, during the year under review.

DEPOSITS

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has granted loans, advances and made an investment under the provisions of section 186 of the Companies Act, 2013.The details of Loans, Guarantees and Investment made are given in the Notes to the Financial Statements, which forms part of this Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the website of the Company i.e. www.deepindustries.com pursuant to the provisions of Section 92 read with Section 134 of the Companies Act, 2013 and rules made there under.The weblink of the same is https://www.deepindustries.com/general-meeting-records.html.

BOARD MEETINGS

During the year, Five(5) meetings of the Board of Directors were held, as required under the Companies Act, 2013. The details of the number of Board meetings held and attendance of Directors are provided in the Corporate Governance Report, which forms part of this Report.

During the year under review, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs.

DIRECTORS AND KEY MANAGERIAL PERSONNELAppointment:

The Board of Directors on recommendation of the Nomination and Remuneration Committee had appointed Mr. Ashok Patel as an Additional Director (Non-Executive-Independent Director) of the Company with effect from August 01, 2023.

His appointment was further regularized and he was appointed as a Director (Non-Executive-Independent Director) by the shareholders of the Company at their meeting held on September 25, 2023 for a period of 5 consecutive years.

Retirement by Rotation:

In accordance with the Articles of Association and the relevant provisions of the Companies Act, 2013, Mr. Paras Savla, Chairman and Managing Directorof the Company retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment for the approval of the Shareholders of the Company.

Cessation/Resignation:

During the year under review Mr. Hemendrakumar C. Shah Director (Non-Executive-Independent Director) has resigned from the Board of the Company with effect from October 17, 2023, due to personal reasons (pre-occupation and paucity of time). Further, Mr. Hemendrakumar Shah has in his e-mail confirmed that, there were no other material reasons for his resignation.

There was no other change in the composition of the Board of Directors and Key Managerial Personnel during the year under review, except as stated above.

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013,the Board of Directors confirms that to the best of its knowledge and belief:

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed and there are no 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 financial year and of the profit of the Company for the financial year ended March 31, 2024;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the Annual Accounts for the financial year ended March 31, 2024 on a going concern basis;

e. The directors had laid down internal financial controls to be followed by the Company and that such internal financial

controls are adequate and are operating effectively; and

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.

COMMITTEE OF THE BOARD

The Board of Director has constituted various Committees(s)pursuant to the requirements of the Companies Act, 2013 read with the rules framed there under and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details of the composition of the Audit Committee and other various Committee(s), including Nomination and Remuneration Committee and Stakeholder''s Relationship Committee, the number of meetings held and attendance of the committee members are provided in the Corporate Governance Report, which forms part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 that they meet the criteria of independenceas provided under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company www.deepindustries.com.

In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has formulated a policy to familiarize the Independent Directors with the Company and the details of Familiarization Programme are provided in the Corporate Governance Report and also available on the website of the Company www.deepindustries.com. The weblink is https://www.deepindustries.com/policies.html.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of performance of Individual Directors including Independent Directors, Board as Whole and its Committees and performance of the Chairman of the Board, on the basis of Qualifications, Experience, Knowledge and Competency, Structure of Board, Regularity of meetings, Contribution and Integrity, Independence, Independent views and judgment, Evaluation of Risk and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The Directors expressed their satisfaction with the evaluation process and outcome.

NOMINATION AND REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is available on the website of the Company www.deepindustries.com. The weblink is https://www.deepindustries.com/policies.html.

RISK MANAGEMENT POLICY OF THE COMPANY

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. Therefore, the Company has put in place a Risk Management Policy primarily focusing on identification, assessment, communication and management of risk in a cost effective manner - a holistic approach to managing risk and the policy is available on website of the Company www.deepindustries.com.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has a Policy on Corporate Social Responsibility (CSR) and the same is available on website of the Company www.deepindustries.com. The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - A, which forms part of this Report.

The details of the composition of the CSR committees, the number of meetings held and attendance of the committee members are provided in the Corporate Governance Report, which forms part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, all the related party transactions were in the ordinary course of business and on arm’s length basis. Therefore, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. There were no material significant related party transactions with any of the related parties that may have potential conflict with the interest of the Company at large.

The disclosures as required in IND-AS are provided in relation to transactions with related parties which are forming the part of the notes to financial statement. The policy on Related Party Transaction is available on the website of the Company www.deepindustries.com and the weblink of the same is https://www.deepindustries.com/policies.html

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details on Internal Financial Control systems and their adequacy are provided in Management Discussion and Analysis, which forms part of this report.

AUDITORS

A. Statutory Auditors

M/s Mahendra N. Shah & Co., Chartered Accountant (Firm Registration No 105775W), Chartered Accountants, were appointed as the Statutory Auditors of the Company for the period of five (5) years from the conclusion of the 16^th Annual General Meeting to hold office till the conclusion of the 21^st Annual General Meeting of the Company.

EXPLANATION OR COMMENTS BY THE BOD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS IN AUDIT REPORT

The Auditors’ Report for financial year 2023-24 forms part of this Annual Report and does not contain any qualification, reservation or adverse remark or disclaimer which requires the clarification of the Management of the Company.

B. Secretarial Auditors

The Board has appointed Mr. Ravi Kapoor & Associates, Practicing Company Secretary (Membership No. 2587 & Certificate of Practice No. 2407) as Secretarial Auditors of the Company to carry out Secretarial Audit of the Company for the financial year 2023-24, pursuant to the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 at its meeting duly held on May 27, 2024.

Further, pursuant to the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as Annexure - B, which forms part of this report.

EXPLANATION OR COMMENTS BY THE BOD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE PCS IN SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the year ended on March 31, 2024 does not contain any qualifications, reservations or adverse remarks which requires the clarification of the Management of the Company.

C. Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Manubhai & Shah LLP, Chartered Accountants (FRN: 106041W/W100136), as Internal Auditor in the Board of Directors’ meeting held on May 27, 2024, to conduct Internal Audit for the financial year 2023-24.

REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed thereunder either to the Company or to the Central Government.

PARTICULARS OF EMPLOYEES

In line with the provisions of Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the shareholders through electronic mode excluding the information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered mail id of the Company i.e [email protected].

The statement containing information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - C and forms part of this report.

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

The Information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure - D, which forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year ended on March 31, 2023, as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure - E, which forms part of this report.

CORPORATE GOVERNANCE

As required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a report on Corporate Governance for the financial year ended March 31, 2024 along with Certificate from Practicing Company Secretary confirming compliance of conditions of Corporate Governance is annexed herewith as Annexure - F, which forms part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, in the format as specified by SEBI pursuant to sub regulation 2(f) of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 is annexed herewith as Annexure - G and forms part of this report.

COST AUDITORS AND RECORDS

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism / Whistle Blower policy to provide a formal mechanism for the directors and employees to disclose their concerns and grievances on unethical behavior and improper/illegal practices and wrongful conduct taking place in the Company for appropriate action. Through this mechanism, the Company provides necessary safeguards to all such persons for making sheltered disclosures in good faith. It is hereby affirmed that no personnel have been denied access to the Audit Committee. The Vigil Mechanism /Whistle Blower policy has been placed on the website of the Company www.deepindustries.com. The weblink is https://www.deepindustries.com/policies.html.

POLICY ON DETERMINATION OF MATERIALITY OF EVENT/DISCLOSURES:

The Company has adopted Policy for determining materiality of Events/Disclosures that mandates the Company to disclose any of the events or information which, in the opinion of the Board of Directors of the Company is material in the terms of requirement of Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, which is available on the website of the Company www.deepindustries.com. The weblink is https://www.deepindustries.com/policies.html.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There were no significant and material orders issued against the Company by any regulatory authority or court or tribunal during the year that could affect the going concern status and Company’s operation in future.

INSURANCE

All movable and immovable properties as owned by the Company continued to be adequately insured against risks.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has constituted Policy on Prevention of Sexual Harassment of Women at workplace in line with the requirements of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. The Company has complied with provisions relating to the constitution of Internal Complaints Committee to redress complaints received regarding sexual harassment.

Your Directors state that during the year under review, there were no complaints relating to sexual harassment nor any cases filed pursuant to the said Act.

1 Number of complaints filed during the financial year Nil

2 Number of complaints disposed of during the financial year Nil

3 Number of complaints pending as on end of the financial year Nil

GENERAL DISCLOSURE

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

a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

b. Issue of sweat equity shares.

c. Issue of equity shares with differential rights as dividend, voting or otherwise.

d. Issue of employee stock options scheme.

e. Apart from the following no applications were made or proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

GIT Textiles Manufacturing Limited Approval of Resolution Plan by CoC on March 06, 2023

f. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions. WEBSITE OF YOUR COMPANY

Your Company maintains a website www.deepindustries.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been provided.

ACKNOWLEDGEMENTS

Your Directors places on record their sincere thanks to the Customers, Vendors, Stakeholders, Banks, Regulatory Bodies, Financial Institutions, Employees and other Business Associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

BOARD''S REPORT

To

The Members

DEEP INDUSTRIES LIMITED

Ahmedabad

Dear Members,

Your Directors are pleased to present the 17^th Annual Report of the Company along with the Audited Financial Statements for
the financial year ended on March 31, 2023.

FINANCIAL RESULT

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS)
as defined the Companies Act, 2013, read with rules made there under. The financial performance of the Company for the
financial year ended on March 31, 2023, is summarised below:

Performance of Company:

During the year under review, the Company’s Standalone revenues from operations increased to '' 30118.36 Lakhs as
compared to '' 27156.68 Lakhs in the previous year, while consolidated revenues from operations increased to '' 34133.61
Lakhs as compared to '' 32162.90 Lakhs in the previous year. The Company has grown up to be a "One Stop Solution”
provider for every need in Oil and Gas field operations by providing various equipment and services under rental and chartered-
hire basis.

The Company’s Standalone net profit was increased to '' 7830.84 Lakhs as compared to '' 6934.14 Lakhs in the previous
year. Your Directors assure the stakeholders of the Company to continue their efforts and enhance the overall performance of
the Company in the coming financial years.

Performance of Subsidiaries:

As on March 31, 2023, Deep Industries Limited has five (5) Subsidiaries Companies out of which Deep International DMCC,
is registered in Dubai, UAE and four Companies i.e. Raas Equipment Private Limited, Deep Onshore Drilling Services Private
Limited , Deep Onshore Services Private Limited and Dolphin Offshore Enterprises (India) Limited are registered in India.

a. Deep International DMCC, Subsidiary Company in which the Company holds 100% Equity Share Capital and the Company
is providing similar Oil and Gas filed Services across the Middle East, Africa, and Asia. Deep International DMCC has
recorded revenue of '' 4782.11 Lakhs and has made Profit of '' 1622.44 Lakhs for the year ended on March 31, 2023.

b. Raas Equipment Private Limited, Subsidiary Company in which the Company holds 80% Equity Share Capital and during
the year, Raas Equipment Private Limited has recorded revenue of '' 1619.60 Lakhs and has made profit of '' 44.94
Lakhs for the year ended on March 31,2023. Raas Equipment Private Limited has the capability to manufacture Booster
Compressor Packages of 22 kw 37 kw which are highly efficient, low noise and optimally designed. The Booster
compressors are in full compliance with regulatory requirements and PESO specification.

c. Deep Onshore Services Private Limited, Subsidiary Company in which the Company holds 100% Equity Share Capital
and during the year, Deep Onshore Service Private Limited has made recorded revenue of '' 42.53 Lakhs and has made
loss of '' 59.21 Lakhs for the year ended on March 31, 2023.

d. Deep Onshore Drilling Services Private Limited, Subsidiary Company in which the Company holds 74% Equity Share
Capital and during the year, Deep Onshore Drilling Private Limited has no revenue during the year.

e. Dolphin Offshore Enterprises (India) Limited, Step Down Subsidiary in which the Subsidiary of the Company Deep
Onshore Services Private Limited holds 94.98% Equity Share Capital and during the year has made Profit of '' 4236.26
Lakhs for the year ended on March 31, 2023

Further, the Audited Financial Statements of the Subsidiaries are available on Company’s website www.deepindustries.com.
DIVIDEND

During the year under review, the Company is pleased to recommend a Final Dividend of '' 1.85 per equity shares, for the year
ended on March 31,2023, subject to approval of Shareholders at ensuing 17th Annual General Meeting. The said dividend if
approved would result in a cash outflow of '' 11840 Lakhs.

The Dividend Distribution Policy as required in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is available on the website of the Company i.e. www.deepindustries.com.

RESERVES

The Board has decided not to transfer any amount to General Reserves for the financial year 2022-23 however an amount of
'' 7830.84 Lakhs is retained as surplus in the Statement of profit and Loss of Standalone financials.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY:

As on March 31, 2023, your Company has four (4) Subsidiaries. However, during the period under review your company
through its Wholly owned subsidiary Deep Onshore Services Private Limited (SPV) had acquired 94.98% Equity stake in
Dolphin Offshore Enterprises (India) Limited on March 09, 2023 in accordance with resolution plan approved by Hon''ble NCLT
on September 29, 2022.

Other than the above, there are no Company which has become or ceased to be Company’s Subsidiaries, Joint Venture and
Associate Company.

However, during the current year your company had acquired 74% equity stake in Breitling Drilling Private Limited on July 12,
2023 and the said company has now become our subsidiary company.

A statement containing the salient features of the financial statement of Subsidiaries in Form AOC-1 as per Section 129(3) of
the Companies Act, 2013 and rules made there under is attached to the financial statements and therefore not repeated in this
Report to avoid duplication.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards
prescribed under Section 133 of the Companies Act, 2013, which forms part of this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS
RELATES AND THE DATE OF THE REPORT

There are no material changes and commitments, affecting the financial position of the Company which occurred between the
end of financial year and the date of this Report, except as stated specifically in this Report.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company, during the year under review.

DEPOSITS

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013

During the year under review, the Company has granted loans, advances and made an investment under the provisions of
section 186 of the Companies Act, 2013. The details of Loans, Guarantees and Investment made are given in the Notes to the
Financial Statements, which forms part of this Report.

The Annual Return of the Company as on March 31, 2023 is available on the website of the Company i.e.
www.deepindustries.com pursuant to the provisions of Section 92 read with Section 134 of the Companies Act, 2013 and
rules made there under. The weblink of the same is https://www.deepindustries.com/general-meeting-records.html.

BOARD MEETINGS

During the year, Four (4) meetings of the Board of Directors were held, as required under the Companies Act, 2013. Further
the Company has also passed 2 resolutions via circulation respectively on June 13, 2022 and March 22, 2023 respectively.
The details of the number of Board meetings held and attendance of Directors are provided in the Corporate Governance
Report, which forms part of this Report.

During the year under review, the Company has complied with applicable Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment:

The Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Ms. Falak Patel as the
Company Secretary & Compliance Officer of the Company with effect from August 09, 2022. Further on recommendation of
the Nomination and Remuneration Committee Ms. Shilpa Sharma was appointed as the Company Secretary & Compliance
Officer of the Company with effect from November 10, 2022.

During the Current Year, your Company has appointed Mr. Ashokkumar Ratilal Patel as the Additional Non-Executive
Independent Director of the Company with effect from August 01, 2023. The Board recommends his appointment for the
approval of the Shareholders of the Company.

Retirement by Rotation:

In accordance with the Articles of Association and the relevant provisions of the Companies Act, 2013, Mr. Rohan Shah,
Whole Time Director (Finance) of the Company retires by rotation at this Annual General Meeting and being eligible, has
offered himself for re-appointment. The Board recommends his re-appointment for the approval of the Shareholders of the
Company.

Cessation:

During the year under review Ms. Roshni Shah has resigned from the post of Company Secretary & Compliance Officer of the
Company with effect from August 08, 2022 and Ms. Falak Patel has resigned from the post of Company Secretary &
Compliance Officer of the Company with effect from September 13, 2022.

There was no change in the composition of the Board of Directors and Key Managerial Personnel during the year under
review, except as stated above.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors
confirms that to the best of its knowledge and belief:

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable accounting
standards had been followed and there are no 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
financial year and of the profit of the Company for the financial year ended March 31, 2023;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

d. The directors had prepared the Annual Accounts for the financial year ended March 31, 2023 on a going concern basis;

e. The directors had laid down internal financial controls to be followed by the Company and that such internal financial

controls are adequate and are operating effectively; and

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.

COMMITTEE OF THE BOARD

The Board of Director has constituted various Committees(s) pursuant to the requirements of the Companies Act, 2013 read
with the rules framed there under and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details of
the composition of the Audit Committee and other various Committee(s), including Nomination and Remuneration Committee
and Stakeholder''s Relationship Committee, the number of meetings held and attendance of the committee members are
provided in the Corporate Governance Report, which forms part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the
Companies Act, 2013 read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 read with Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. They have further declared that they
are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of
Corporate Affairs or any such statutory authority. The terms and conditions of the appointment of Independent Directors have
been disclosed on the website of the Company www.deepindustries.com.

In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience
including the proficiency.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the
Company has formulated a policy to familiarize the Independent Directors with the Company and the details of Familiarization
Program are provided in the Corporate Governance Report and also available on the website of the Company
www.deepindustries.com. The weblink is https://www.deepindustries.com/policies.html.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Rules made there under, the Board has carried the evaluation of
performance of Individual Directors including Independent Directors, Board as Whole and its Committees and performance of
the Chairman of the Board, on the basis of Qualifications, Experience, Knowledge and Competency, Structure of Board,
Regularity of meetings, Contribution and Integrity, Independence, Independent views and judgment, Evaluation of Risk and
various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The Directors
expressed their satisfaction with the evaluation process and outcome.

NOMINATION AND REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 of the Companies Act,
2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and
Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is available on the website of the
Company www.deepindustries.com. The weblink is https://www.deepindustries.com/policies.html.

RISK MANAGEMENT POLICY OF THE COMPANY

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact
and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking
advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered.
A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.
Therefore, the Company has put in place a Risk Management Policy primarily focusing on identification, assessment,
communication and management of risk in a cost effective manner - a holistic approach to managing risk and the policy is
available on website of the Company www.deepindustries.com.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has a Policy on Corporate Social Responsibility (CSR) and the same is available on website of the Company
www.deepindustries.com. The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed as Annexure - A, which forms part of this Report.

The details of the composition of the CSR committees, the number of meetings held and attendance of the committee
members are provided in the Corporate Governance Report, which forms part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, all the related party transactions were in the ordinary course of business and on arm''s length
basis. Therefore, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and
Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. There were no material significant related party transactions
with any of the related parties that may have potential conflict with the interest of the Company at large.

The disclosures as required in IND-AS are provided in relation to transactions with related parties which are forming the part
of the notes to financial statement. The policy on Related Party Transaction is available on the website of the Company
www.deepindustries.com and the weblink of the same is https://www.deepindustries.com/policies.html

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details on Internal Financial Control systems and their adequacy are provided in Management Discussion and Analysis,
which forms part of this report.

AUDITORS

A. Statutory Auditors

M/s Mahendra N. Shah & Co., Chartered Accountant (Firm Registration No 105775W), Chartered Accountants, were
appointed as the Statutory Auditors of the Company for the period of five (5) years from the conclusion of the 16^th Annual
General Meeting to hold office till the conclusion of the 21^st Annual General Meeting of the Company.

The Auditors’ Report for financial year 2022-23 forms part of this Annual Report and does not contain any qualification,
reservation or adverse remark or disclaimer which requires the clarification of the Management of the Company.

B. Secretarial Auditors

The Board has appointed Mr. Ravi Kapoor & Associates, Practicing Company Secretary (Membership No. 2587 &
Certificate of Practice No. 2407) and Proprietor of M/s. Ravi Kapoor & Associates as Secretarial Auditors of the Company
to carry out Secretarial Audit of the Company for the financial year 2022-23 pursuant to the provision of Section 204 of
the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 at its meeting duly held on May 07, 2022.

Further, pursuant to the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended March 31,
2023 is annexed herewith as Annexure - B, which forms part of this report.

The Secretarial Audit Report for the year ended on March 31, 2023 does not contain any qualifications, reservations or
adverse remarks which requires the clarification of the Management of the Company.

C. Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014,
the Company has appointed M/s. Manubhai & Shah LLP, Chartered Accountants (FRN: 106041W/W100136), as Internal
Auditor in the Board of Directors’ meeting held on May 07, 2022, to conduct Internal Audit for the financial year 2022-23.

REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed
there under either to the Company or to the Central Government.

PARTICULARS OF EMPLOYEES

In line with the provisions of Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the
shareholders through electronic mode excluding the information required under Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. The same is open for inspection at the Registered Office of the
Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered
Office of the Company.

The statement containing information as required under the provisions of Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith
as Annexure - C and forms part of this report.

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

The Information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as
required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is
annexed as Annexure - D, which forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year ended on March 31, 2023, as required under Regulation 34 and
Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure
- E, which forms part of this report.

CORPORATE GOVERNANCE

As required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015, a report on Corporate Governance for the financial year ended March 31, 2023 along with Certificate from Practicing
Company Secretary confirming compliance of conditions of Corporate Governance is annexed herewith as Annexure - F,
which forms part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, in the format as
specified by SEBI pursuant to sub regulation 2(f) of Regulation 34 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), 2015 is forming part of this report.

COST AUDITORS AND RECORDS

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts.
Hence, the appointment of Cost Auditors is not applicable to the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism / Whistle Blower policy to provide a formal mechanism for the directors and
employees to disclose their concerns and grievances on unethical behavior and improper/illegal practices and wrongful
conduct taking place in the Company for appropriate action. Through this mechanism, the Company provides necessary
safeguards to all such persons for making sheltered disclosures in good faith. It is hereby affirmed that no personnel have
been denied access to the Audit Committee. The Vigil Mechanism / Whistle Blower policy has been placed on the website of
the Company www.deepindustries.com. The weblink is https://www.deepindustries.com/policies.html.

POLICY ON DETERMINATION OF MATERIALITY OF EVENT/DISCLOSURES:

The Company has adopted Policy for determining materiality of Events/Disclosures that mandates the Company to disclose
any of the events or information which, in the opinion of the Board of Directors of the Company is material in the terms of
requirement of Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, which is available
on the website of the Company www.deepindustries.com. The weblink is https://www.deepindustries.com/policies.html.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There were no significant and material orders issued against the Company by any regulatory authority or court or tribunal
during the year that could affect the going concern status and Company’s operation in future.

INSURANCE

All movable properties as owned by the Company continued to be adequately insured against risks.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013

The Company has constituted Policy on Prevention of Sexual Harassment of Women at workplace in line with the requirements
of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
rules made there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee
to redress complaints received regarding sexual harassment.

Your Directors state that during the year under review, there were no complaints relating to sexual harassment nor any cases
filed pursuant to the said Act.

1 Number of complaints filed during the financial year Nil

2 Number of complaints disposed of during the financial year Nil

3 Number of complaints pending as on end of the financial year Nil

GENERAL DISCLOSURE

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

a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

b. Issue of sweat equity shares.

c. Issue of equity shares with differential rights as dividend, voting or otherwise.

d. Issue of employee stock options scheme.

e. Apart from the following no applications were made or proceeding is pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year.

Dolphin Offshore Enterprises (India) Limited Hon’ble NCLT order received in our favor on September 29, 2022
GIT Textiles Manufacturing Limited Approval of Resolution Plan by CoC on March 06, 2023

f. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.
WEBSITE OF YOUR COMPANY

Your Company maintains a website www.deepindustries.com where detailed information of the Company and specified
details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
has been provided.

ACKNOWLEDGEMENTS

Your Directors places on record their sincere thanks to the Customers, Vendors, Stakeholders, Banks, Regulatory Bodies,
Financial Institutions, Employees and other Business Associates who have extended their valuable sustained support and
encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment
displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every
stakeholder in the future.

For and on behalf of the Board

sd/-

Paras Savla

Date : August 01, 2023 Chairman & Managing Director

Place : Ahmedabad DIN:00145639