DEE Development Engineers Ltd

Dear Members,

The directors have the pleasure in presenting the Thirty- Fifth (35^th) Annual Report on the business and operations of DEE Development Engineers Limited ("DDEL" or "Company"), together with the audited financial statements for the financial year ended March 31, 2024 and other accompanying reports, notes, and certificates.

DDEL provide comprehensive specialized process piping solutions including engineering services such as pre bid engineering, basic engineering, detailed engineering and support engineering which includes engineering of process/ power piping systems for projects, and pre-fabrication services such as cutting and beveling on conventional and CNC machines, welding services on semi-automatic and fully automatic robotic welding machines, conventional and digital radiography, post weld heat treatment using CNG fired fully calibrated furnaces and induction heating process, hydro testing, pickling and passivation, grit blasting (manual and semiautomatic) and painting (manual and semiautomatic). DDEL also specialize in handling complex metals such as varying grades of carbon steel, stainless steel, super duplex stainless steel, alloy steel and other materials including Inconel and hastelloy in our manufacturing processes.

DDEL have been focused on automating certain manufacturing processes and its Manufacturing Facilities are equipped with equipment such as fully automated robotic welding systems, semi-automatic shot blasting machines, automatic GMAW welding system and fully automatic high frequency induction bending machines that have a diameter of up to 48 inches.

The Company product portfolio primarily consists of piping spools, industrial pipe fittings, induction pipe bends, pressure vessels, industrial stacks, modular piping (skids and modules), wind turbine towers and pilot plants, which the Company manufacture as per the requirements of our customers in domestic and international markets.

Piping spools are prefabricated components of a piping system and include pipes, flanges and industrial pipe fittings. They connect long pipes, either with butt weld

ends which get welded at sites and or with flanges at the tips so that they can be bolted to another pipe or equipment with similar type of flanges. They are usually fabricated offsite wherein the raw pipes are pre-cut to desired sizes and temporarily fitted together with industrial pipe fittings and other components, and finally the partially finished sub-assembly is welded with other spool components. The pipe spools are mounted during the fabrication process and delivered premounted which, in our experience, makes it easier to assemble and is useful for industries which operate with limited space and shorter turnaround time for construction.

Induction pipe bends, also known as weld less pipe spools, are pipes bent at desired angles and are manufactured through high frequency induction bending. Induction bending uses induction coils to generate extreme heat in the area of pipe which needs to be bent. The heated section is then moulded by a fixed arm and bent to get the desired angle. We manufacture seamless, Longitudinally Submerged Arc Welding (LSAW) induction pipe bends in the material grades of carbon steel, alloy steel, austenitic steel, stainless steel, super duplex stainless steel and incoloy materials. We specialise in alloy steel grade P91 and P92 air-quench induction bends and stainless-steel induction bending. Induction pipe bends are used in various industries like power (thermal and nuclear), oil and gas, petrochemical refineries, process industries, desalination plants and cement industries.

Industrial pipe fittings are used in piping systems to connect straight pipes or tubing sections and help in adapting to different sizes or shapes, wherever required to provide a joint if two dissimilar piping materials are used in the same system, or for redirecting the piping system.

DDEL use industrial pipe fittings to manufacture pipe spools as well as for direct sale to OEMs. The Company also manufacture and engineer 'Y' pieces and long 'U' bends which requires skilled labour and advanced machinery, which find applications in the power and oil and gas industries, respectively.

A pressure vessel is a container designed to hold gases or liquids at a pressure which is significantly different from the ambient pressure, either internally or externally. Typically, the various components of a pressure vessel include the shell (provides the longitudinal length of the vessel and are generally circular in shape); head (one of the end caps on a cylindrically shaped pressure vessel); nozzle (inserted into the shell or head and is the first step of connecting to the process piping system); skirt & legs (saddle that carries the weight of the vessel) and internals (such as weir, wave breaker, splash plate, vortex breaker etc.). DDEL manufacture different types of pressure vessels depending on customer specifications.

Modular skids and modules are self-contained piping systems wherein machinery, piping system and instrumentation are enclosed in a frame or module. Modular skid can be either, part of the manufacturing infrastructure or in case of a small plant, the entire manufacturing infrastructure. At times, a few modular skids are combined to constitute one large plant (Source: D&B Report). We believe that modular skids offer several advantages over the conventional process piping solutions due to their compact design, which enables portability and quicker installation, including reduction of on-site weld joints and cost of welding, lower procurement costs since an entire skid or module can be procured through a singular transaction and involves shorter time duration in making the plant site ready.

DDEL manufacture wind turbine towers, which is made up of the tower, the nacelle and rotor blades. Our wind turbine towers are delivered with tubular steel towers, which are manufactured in sections of 12 meters to 33 meters with flanges at either end, which are bolted together at the site where the wind turbine tower is required to be set up. The wind turbine towers which we manufacture are equipped with working platforms and a ladder with a fall protection system. We manufacture wind turbine towers with varying specifications, as per the requirements and specifications of the customers. The Company utilize steel plates, flanges, mechanical internals, electrical internals and power cables as raw materials in the manufacture of wind turbine towers.

Industrial stacks, also knowns as smokestacks or chimney stacks, are a type of chimney or vertical pipe through which flue gases, which are the product of combustion of coal, fuel, oil, natural gas or wood are exhausted into the air. The industrial stacks which the Company manufacture range from 30 meters to 140 meters. DDEL utilize carbon steel and stainless steel as raw material in the manufacture of industrial stacks. Industrial stacks are used in various industries such as oil and gas and process industries.

Pilot plants are small-scale process plants which act as a pre-commercial production system to evaluate the feasibility of certain processes before the start of full- scale production. DDEL recently expanded our business by entering a new business vertical of design, engineering, fabrication and manufacturing of pilot plants at our Palwal Facility III. Certain projects by government owned companies, in the pilot plant sector are awarded on the basis of competitive bidding, wherein vendors are evaluated inter alia on their technical capabilities and at the required to execute such projects. DDEL has the required technical capabilities and infrastructure set up which enables the Company to bid for projects in the pilot plant sector. Other projects in the pilot plant sector, "such as those" privately owned chemical and pharmaceutical companies are awarded on the basis of bilateral or multi-party negotiations.

DDEL has have seven strategically located Manufacturing Facilities at Palwal in Haryana, Anjar in Gujarat, Barmer in Rajasthan, Numaligarh in Assam and Bangkok in Thailand, with three Manufacturing Facilities located at Palwal, Haryana. The Company has set up the Barmer Satellite Facility which is a dedicated facility set up to cater to the piping and erection requirements of the HPCL Rajasthan Refinery Limited. DDEL's wholly owned subsidiary, DFIPL operates the Anjar Heavy Fabrication Facility which is dedicated to heavy fabrication. The Company also has a dedicated engineering facility located at Chennai in Tamil Nadu. The Company also operate two biomass power generation facilities at Abohar and Muktsar in Punjab. Our seven Manufacturing Facilities, the Anjar Heavy Fabrication Facility, the Chennai Engineering Facility, the Abohar Biomass Power Plant and the Muktsar Biomass Power Plant together span an area of approximately 784,965.00 square meters.

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The Company has adopted Indian Accounting Standards ("Ind AS") from April 1, 2016. Accordingly, the financial reports for current financial year 2023-2024 and previous financial year 2022-2023 have been prepared as per Ind AS reporting framework. During the year, the Company achieved a significant milestone in its financial performance, setting a strong foundation for future growth. A summary of the Company's financial performance for the year is provided below:

During the Financial Year 2023-24, the Company has marked a tremendous growth in its business operations, where the revenue from operations has been increased from 50,269.61 Lacs to 64,446.33 Lacs and the profit after tax ("PAT") attributable to shareholders have also been increased from 1,858.54 Lacs to 1,981.83 Lacs for the FY 2023-24 on Standalone basis.

On consolidated basis, the revenue from operations has also marked a milestone with increased Revenue from operations from 59,549.52 Lacs to 78,875.92 Lacs. Further, Profit after Tax ("PAT") have also been increased from 1297.22 Lacs to 2,620.65 Lacs.

The detailed analysis on the state of affairs, operations of the Company and future outlook is explained in the Management discussion and analysis report forming part of the Annual Report of the Company for the year under review.

The Board of Directors have decided to retain the entire amount of profit under "Retained Earnings". Accordingly, the Company has not transferred any amount to General Reserves for the year ended 31 March, 2024.

Standalone and Consolidated Financial Statements for the

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financial year 2023-24 are prepared in compliance with the Companies Act, 2013, Indian Accounting Standards ('IND- AS') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are forming part of the Annual Report.

Statement in Form AOC-1 containing salient features of the financial statements of the subsidiary and joint venture companies, as required under Rule 5 of the Companies (Accounts) Rules, 2014, are annexed in "Annexure - 1".

During the financial year under consideration, there was no change in the nature of the business of the Company.

There were no material changes and / or commitments affecting the financial position of the Company between April 01, 2024 and the date of this report.

The Weblink of the Company is https:// www.deepiping.com.

The details of composition of the Board, its committees, their meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report, which is a part of this Report.

Following is the meeting of Board of Directors during the Financial Year 2023-24.

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during Financial Year 2023-24.

Accordingly, pursuant to Sections 134(5) of the Act, the

Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards have 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 the Financial Year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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, 2024 on a going concern basis;

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

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

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

The Independent Directors had submitted their disclosures to the Board that they fulfil the requirements as stipulated under Section 149(6) of the Act and Regulation 25(8) of Listing Regulations. There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations. The Independent Directors have given the declaration under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 confirming compliance with Rule 6(1) and (2) of the said Rules that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs ("IICA").

In the opinion of Board, Mr. Ashwani Kumar Prabhakar, Mr. Bhisham Kumar Gupta and Mrs. Shilpi Barar, Independent Directors are persons of integrity and fulfils requisite conditions as per applicable laws and are independent of the management of the Company.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, apart from sitting fees, and reimbursement of expenses, if any.

None of the Independent Non-Executive Directors held any equity shares of the Company during the financial year ended 31^st March, 2024.

During the year under review, a separate meeting of Independent Directors of the Company was held on March 15, 2024 to consider:

I. the Performance of Non-Independent Directors and the Board as a whole;

II. the Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

III. assess the quality, quantity and timeliness of flow of information between the Company's Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Nomination Policy acts as a guideline for determining qualifications, positive attributes, independence of Directors and matters related to the appointment and removal of Directors and Senior Management.

Remuneration Policy lays down the Company's philosophy and criteria as well as manner of determining the remuneration of Managing Director, Executive/ NonExecutive Directors, Independent Directors, Senior Management, Key Managerial Personnel and other employees.

The Board has, on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and for determining their remuneration. The Policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on Company's website and accessible through www.deepiping.com.

M/s S.R. Batliboi & Co LLP, Chartered Accountants, with Firm registration number 301003E/E300005, have been appointed as Auditors of the Company to hold office for a period of four years commencing from the conclusion of 34th Annual General Meeting until the conclusion of the 38th Annual General Meeting of the Company. The observations of the Auditors in their report on Accounts and the Financial Statements, read with the relevant notes are self-explanatory. The Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Further, Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under.

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained every year.

The Board has appointed, M/s. JSN & Co., Cost Accountants, as the Cost Auditor to conduct the audit of the cost records of the Company for the financial year ended March 31, 2024.

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Directors on the recommendation of the Audit Committee, re-appointed M/s JSN & Co., Cost Accountants, to audit the cost accounts of the Company for the financial year ending March 31, 2024 on a remuneration of ' 1.30 lacs plus GST & out of pocket expenses upto a maximum of ' 0.30 lacs.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member's ratification for the remuneration payable to M/s. JSN & Co., Cost Accountants for the financial year ending March 31, 2025, is proposed in the Notice convening the Annual General Meeting.

As per the provisions of Section 148(1) of the Companies Act, 2013, the Company has maintained the cost records, as specified by the Central Government.

The Cost Audit Report of last preceding financial year does not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer.

Cost Audit Report along with the Compliance Report for the financial year 2023-24, issued by M/s JSN & Co., Cost Auditors, was filed with the Ministry of Corporate Affairs.

The Board of Directors of the Company have appointed M/s. JSN & Co., Cost Accountants having PAN: AAJFJ5269M and Firm Registration Number: 000455.

Our workforce is a critical factor in maintaining quality and safety which strengthens our competitive position. We are largely dependent on our highly skilled and technically competent workforce for timely completion of our projects.

We train our employees on a regular basis, providing them with hands on experience on software like AutoCAD (2D & 3D), AutoCAD Mechanical 2022, Aveva PDMS, Aveva Everything 3D, CAD with Pro Engineers, Smart Plant 3D, and Piping Design and Drafting Sofcon Training.

We also hire contract labour for our Manufacturing Facilities, from time to time. As of March 31, 2024, we had 1,061 full time employees.

We seek to maintain a high-performance work culture based on values of development and collaboration. The key elements driving our practices include customer focus, process orientation, people focus, drive for results, business acumen and communication. Our employees are not part of any union and we have not experienced any work stoppages due to labour disputes or cessation of work in the recent past.

We endeavour to adhere to laws and regulations relating to protection of health, employee safety and the environment. Our activities are subject to the environmental laws and regulations of India and other jurisdictions, which govern, among other aspects, air emissions, waste water discharge, the handling, storage and disposal of hazardous substances and waste, the remediation of contaminated sites, natural resource damage, and employee health and employee safety.

We believe that accidents and occupational health hazards can be significantly reduced through a systematic analysis and control of risks by providing appropriate training to our management and our employees. We have adopted an employee health and safety policy to ensure compliance with legal and other requirements related to environment and occupational health safety, in addition to ensuring resource conservation, prevention of pollution, injury and ill health of employees. The policy endeavours to ensure better health and safety of our employees through training on system awareness, risk management and consistently improving our processes to mitigate risks associated with them. We aim to ensure safe and healthy environment and further provide for medical checkups and safety measures in order to achieve zero accidents on a sustainable basis. We take initiatives to reduce the risk of accidents at our manufacturing facilities including by providing training and safety manuals to our employees and by conducting safety audits periodically. Our employees are provided appropriate personal protection equipment and we have a dedicated environment, health and safety team which is responsible to ensure adherence to safety norms. We also conduct mock drills to ensure compliance with safety norms.

Most of our Manufacturing Facilities are certified with ISO 9001 specification (international standard on quality management), ISO 45001 (international standard on occupational health and safety) and ISO 14001 standard (international standard on environmental management system). We are focused on environment and sustainability and by 2021 had achieved a reduction of more than 191,067 tons of CO2 emissions by producing green power through the use of biomass like paddy straw and other biofuels such as cotton stalks, wheat stalks and mustard straw.

The Company has an internal control mechanism commensurate with its size and nature of business.

These systems provide a reasonable assurance on achievement of its operational, compliance and reporting objectives, including safeguarding the Company's assets, prevention and detection of frauds, accuracy and completeness of accounting records and ensuring compliance with corporate policies and are manual, semiautomated and automated in nature.

This mechanism is sound in design and the framework is continuously evaluated for effectiveness and adequacy.

The mechanism operates through well-documented standard operating procedures, policies and process guidelines and segregation of duties. Periodic analysis and reviews are conducted by the senior management to assess its efficiency. Also, the same is discussed with auditors on a regular basis. Change in control structure is carried out to meet business needs along with control effectiveness.

The Internal audit is performed through an independent Chartered Accountants firm and the audit plan is finalized based on current perception of internal control risk and compliance requirement in consultation with the operating divisions. The Internal Auditors, as a part of their audits, review the design of key processes to assess the adequacy of controls and propose remedial measures, wherever required.

The Internal Audit Reports issued by the Internal Auditors are discussed with the Senior Management and presented to the Audit Committee on a quarterly basis. An independent and empowered Audit Committee reviews the significant observations and assesses the adequacy of the actions proposed while monitoring their implementation.

The Internal Auditors conduct a quarterly follow up for implementation/ remediation of all audit recommendations and the status report is presented to the Audit Committee on a regular basis.

The Company has implemented both preventive and detection controls. Appropriate corrective actions taken to reduce the risks include the following:

M/s Singhi & Co., Chartered Accountants are the Internal Auditors of the Company for the financial year 2023-24.

Further, M/s Singhi & Co., Chartered Accountants are reappointed as Internal Auditors of the Company for the financial year 2024-25.

Internal Audit Report, their significant observations and follow up actions taken by the Management is reviewed by the Audit Committee.

The statutory auditor's report and the secretarial auditor's report do not contain any qualifications, reservations, or adverse remarks or disclaimer.

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 that such systems are adequate and operating effectively.

DDEL has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company's shares by Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers The Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website www.deepiping.com.

Particulars of the loans given, investments made or guarantees given covered under the provisions of Section 186(4) of the Act, during the Financial Year ended 31^st March, 2024 are as under.

The Company has a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy is disclosed on the website of the company and may be accessed through www.deepiping.com.

During the financial year under consideration, all contracts / transactions entered into by the Company with related parties were in the ordinary course of business and on arm's length basis. The Company has not entered into any contract / arrangement / transaction with related party(ies) which may be termed as material in nature and not executed in ordinary course of business and not on arm's length basis. Hence, details are not required to be furnished in Form AOC- 2 in "Annexure-2".

The Company is committed to adhere to the Corporate Governance requirements as stipulated under the Companies Act, 2013 read with the rules and regulations issued by the Securities and Exchange Board of India. Report on Corporate Governance for the financial year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015, is annexed to this report as "Annexure - 3".

The Board has appointed M/s Pragyna Pradhan and Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed as "Annexure-4" and forms an integral part of this Report

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. covered under the Secretarial Audit. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

The Board of Directors of the Company ("Board"), after considering the relevant circumstances holistically and keeping in view the Company's Dividend Distribution Policy, has decided that it would be prudent not to recommend any dividend for the year under review.

In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has Dividend Distribution Policy in place. This policy is disclosed

on the website of the Company and may be accessed through www.deepiping.com.

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company and may be accessed through www.deepiping.com.

Our operations are subject to certain hazards such as work accidents, fire, earthquakes, flood and other force majeure events and explosions and those hazards which are inherent to piping companies such as destruction of property and inventory, losses resulting from defects or damages arising during transit of our products in addition to risk of equipment failure, acts of terrorism and environmental damage. We may also be subject to claims from our customers if the products that we manufacture are not in compliance with regulatory standards and the terms of our contractual arrangements.

We maintain insurance policies that we believe are customary for companies operating in our industry and which are necessary for our business. Our principal types of insurance coverage include, inter alia, contractor's plant and machinery policy, public liability industrial policy, burglary insurance policy, standard fire and special perils policy, general liability insurance, fire loss of profit policy. We typically obtain marine single transit inland policy and marine export import insurance open policy for the transit of goods. We have also obtained a group medical policy, group personal accident insurance, group term policy, directors and officers liability insurance and workmen's' compensation policy for our employees. We obtain other specific insurance as may be required by our customers under the scope of work which we undertake.

These insurance policies are generally valid for a year and are renewed annually. We believe that the level of insurance we maintain is appropriate for the risks of our business. However, we cannot assure you that our current insurance policies will insure us fully against all risks and losses that may arise in future. Even if such losses are insured, we may be required to pay a significant deductible on any claim for recovery of such a loss, or the amount of the loss may exceed our coverage for the loss.

There were no material changes and commitments affecting the financial position of the Company between the end of FY 2023-24 and the date of this report, which could have an impact on the Company's operation in the future or its status as a "Going Concern".

During the year under review, the Authorized share capital and Issued Share Capital of the Company was changed. As on March 31, 2024 the Authorised Share Capital is ' 75,00,00,000/- comprising of 6,87,50,000 Equity Shares of ' 10/- each aggregating to ' 68,75,00,000/- and 62,50,000 Preference Shares of ' 10/- each aggregating to ' 6,25,00,000/- and Paid-up capital is ' 53,03,91,400/- comprising of 5,30,39,140 Equity Shares of ' 10/- each as per detail mentioned below:

Changes in Share Capital of the Company

Pursuant to Board Meeting dated 27.07.2023 and Extraordinary General Meeting dated 27.07.2023, The Company has increased its Authorised Share Capital from ' 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 1,87,50,000 equity shares of ' 10/- (Rupees Ten only) each aggregating to ' 18,75,00,000/- (Rupees Eighteen Crores Seventy-Five Lakhs only) and 62,50,000 preference shares of ' 10/- (Rupees Ten Only) each aggregating to ' 6,25,00,000/- (Rupees Six Crores Twenty Five Lakhs only) each to ' 75,00,00,000/- (Rupees Seventy Five Crores only) divided into 6,87,50,000 equity shares of ' 10/- (Rupees Ten only) each aggregating to ' 68,75,00,000/- (Rupees Sixty Eight Crores Seventy-five Lakhs only) and 62,50,000 preference shares of ' 10/- (Rupees Ten Only) each aggregating to ' 6,25,00,000/- (Rupees Six Crores Twenty Five Lakhs only).

Pursuant to Board Meeting dated 07.09.2023 and Extraordinary General Meeting dated 07.09.2023, the Company has issued 4,24,31,312 Bonus shares Issue to existing Shareholders of the Company.

Details of the allotment of Bonus Shares are as under:

Pursuant to Board Meeting dated 27.05.2024 and Extraordinary General Meeting dated 28.05.2024, The Company has increased its authorized Share Capital of the Company is ' 85,00,00,000 (Rupees Eighty-Five Crores only) divided into 7,87,50,000 Equity Shares of ' 10/- each (Rupees Ten only) aggregating to ' 78,75,00,000/- (Rupees Seventy-Eight Crores Seventy- Five Lakhs only) and 62,50,000 Preference Shares of ' 10/- each (Rupees Ten Only) aggregating to ' 6,25,00,000 (Rupees Six Crores Twenty-Five Lakhs Only) in accordance with the provisions of the Companies Act, 2013 and as provided in the Articles of Association of the Company."

During the Financial Year 2023-24, the Company initiated the Initial Public offering process. The Company has filled Draft Red Herring Prospectus with SEBI on 28^th September, 2023. Further, The Company has filled Updated Draft Herring Prospectus on 06^th March, 2024 and received approval letter from SEBI on 12^th March, 2024.

The Company again filled Updated Draft Herring Prospectus on 25^th May, 2024 and received approval letter from SEBI on 05^th June, 2024.

Red Herring Prospectus was filled with SEBI and Registrar of Companies on 12^th June, 2024.

The Company has raised ' 325 Crores comprising of 1,60,14,938 equity shares through fresh issue at ' 203 per equity share. 45,82,000 equity shares were also offered through offer for sale by Mr, Krishan Lalit Bansal, Promoter and Managing Director of the Company.

The Company has also offered a discount of ' 19/- per

equity shares to eligible employees of the Company and its subsidiaries. Followings are the Promoters in the Initial Public Offer:

1. Mr. Krishan Lalit Bansal

2. Mrs. Ashima Bansal and

3. M/s DDE Piping Components Private Limited

1. Book Running Lead Manager - SBI Capital Markets Limited and Equirus Capital Private Limited

2. Syndicate members - SBICAP Securities Limited and Investec Capital Services (India) Private Limited

3. Registrar to the Offer- Link Intime India Private Limited

4. Public Offer Account Bank and Sponsor Bank - Axis Bank Limited

5. Escrow Collection Bank, Refund Bank and Sponsor Bank - ICICI Bank Limited

6. Legal Counsel to the Offer - Trilegal

7. Monitoring Agency - CRISIL Ratings Limited

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as follows:

1. No light during day time (use of polycarbonate sheets on roof)

2. Use of LED Doom lights instead of conventional lights

3. Using CNC Plasma Cutting machine

4. High Speed & accuracy cutting instead of conventional cutting

5. IGBT based power source to save energy

6. Using Robotic welding machine

7. Using HMC machine instead of conventional Beveling machine

8. It has a servo motor instead of conventional motors, so take less power and increase the accuracy.

9. Using Automatic Welding machine

10. This is multi-functional & multi-purpose machine

11. IGBT based power source to save energy

12. Using latest technology welding machines to save energy

13. Using of Boring machine

14. Green Energy - Clean Energy

i. The efforts made towards technology absorption-

1) Use of HMC Machine instead of Conventional Bevelling Machine

2) Pipe cutting by CNC Plasma Cutting machine instead of conventional Bandsaw machine to improve production

3) Use of Robotic Welding Machine

4) Use of Automatic Welding Machine instead of Manual welding machine

5) Addition of Latest technology welding machines

6) Readiness of Pilot Skid Facility

7) Use of Hanger type blasting machine for small components

8) Use of Swing type blasting machine

9) Welding capacity development up to 96" dia

10) Furnace capacity upto 100" dia

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Pursuant to Regulation 21 of Listing Regulations, the Board of Directors of the Company has constituted a Risk Management Committee on 27^th July, 2024, to frame, implement and monitor the risk management plan for the Company. The Committee comprises of Managing Director, Chief Executive officer, one Independent Director and one Non-Executive Non-Independent Director.

The scope of Risk Management Committee includes monitoring and reviewing the risk management plan and ensuring its effectiveness.

The Audit Committee will have additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management framework which ensures that the Company is able to carry out identification of elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company, has been covered in the Management Discussion and Analysis, which forms part of this Report.

The Company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act read with Schedule VII of the Companies Act, 2013. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure-5" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company's website at www.deepiping.com.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, the Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, the Company has received no complaint pertaining to sexual harassment.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

The Company has in place Vigil Mechanism/ Whistle-Blower Policy called "Vigil Mechanism/Whistle Blower Policy". It lays down a mechanism for reporting and investigation of all unethical behaviour, alleged or potential violations of laws, regulations or DEE Code of Business Conduct, policies, procedures or other standards.

Employees have numerous ways to voice their concerns and are encouraged to report the same internally for resolution. The said Policy provides for adequate safeguards against retaliation and access to the Chairperson of the Audit Committee.

The Whistle Blower Policy is available on Company's website and accessible through www.deepiping.com.

The Company has adopted the Board Evaluation Framework and Policy based on the recommendation of the Nomination and Remuneration Committee, which sets a mechanism and criteria for performance evaluation of the Board, Board Committees and Directors, including Independent Directors. The same is available at www.deepiping.com.

The Company has adopted the Board Evaluation Framework and Policy based on the recommendation of the Nomination and Remuneration Committee, which sets a mechanism and criteria for performance evaluation of the Board, Board Committees and Directors, including Independent Directors.

The performance of the Board, the Committees and individual Directors was evaluated by the Board after seeking inputs from all the Directors through a questionnaire wherein the Directors evaluated the performance on scale of one to five based on the following criteria:

a) Criteria for Board performance evaluation includes degree of fulfilment of key responsibilities, Board structure and composition, establishment, and delineation of responsibilities to committees, effectiveness of board processes, information and functioning, board culture and dynamics, quality of relationship between the Board and the management.

b) Criteria for Committee performance evaluation includes degree of fulfilment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics, quality of relationship of the committee with the Board, and the management.

c) Criteria for performance evaluation of Individual Directors includes fulfilment of the independence criteria as specified in the Listing Regulations and their independence from the management, attendance, contribution at meetings, guidance, support to management outside Board/ Committee meetings.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The NRC also reviewed the performance of the individual directors.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and performance of the Board was evaluated, views of the NonExecutive Directors were also taken.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Directors 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 meeting of NRC, the performance of the Board, its committees and individual directors were also discussed.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Company hasn't issued any equity shares with differential voting rights.

During the year, the Company has not received any deposits from general public.

During the Year, Mr. Krishan Lalit Bansal, Chairman and Managing Director of the Company has provided an unsecured loan of ' 3,375 Lacs to the Company.

Mr. Krishan Lalit Bansal has also provided declarations in respect of Loans provided to the Company and confirmed that the Loans provided by the Directors are not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

The Company introduced employee recognition schemes in the form of ESOPs and such tools have been constructive in acknowledging employee's contributions in the success of the organization. The objective of the said ESOPs is to enhance employee motivation, and enable employees to participate, directly or indirectly, in the long-term growth and success of the Company. Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.

During the reporting year under review, the Nomination and Remuneration Committee ("Compensation Committee") granted 4,16,920 equity shares of ' 10/- each pursuant to exercise of employee stock options by eligible employees under the ESOP Scheme of the Company Total Number of options available under DEE ESOP Policy 2023 are 26,51,957.

Disclosures on details of options granted, shares allotted upon exercise, etc. as required under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is stated below:

The DEE ESOP Policy is uploaded on the website of the Company at www.deepiping.com.

The DEE ESOP Scheme, 2023 ("the Scheme") is in compliance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021.

A) Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013) including the 'Guidance Note on accounting for employee share-based payments' issued in this regard from time to time:

B) Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with 'Accounting Standard 20 - Earnings Per Share' Issued by ICAI or any other relevant accounting standards as prescribed from time to time

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No company has become or ceased to be a subsidiary, joint venture or associate company during the year under consideration.

Further, the Company has no Joint Ventures and associate Company.

Audited Annual Financial Statements of subsidiary are disclosed on website of the Company and may be accessed through www.deepiping.com.

Hard copies of these financial statements are kept open for inspection by the Members at the Registered Office of the Company on all days except Sunday and Public Holidays up to the date of ensuing Annual General Meeting i.e., September 27, 2024 between 11:00 A.M. to 5:00 P.M. as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company at its Registered Office.

Malwa Power Private Limited was incorporated as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated January 7, 2002 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi. Its CIN is U40107HR2002PTC067195, and its registered office is situated at 1255, Sector-14, Faridabad, Haryana - 121007.

Malwa Power Private Limited is engaged in the business of power generation, distribution and transmission.

During FY 2023-24, Revenue from operations increased from ' 3,399.60 Lacs to ' 4,013.93 Lacs which reflects company's stability and enhanced future projections, Further, Profit after tax was also increased from ' 217.57 Lacs to ' 548.75 Lacs.

This subsidiary company has transferred its entire profit for the year to the 'Retained Earnings'.

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During the Financial Year 2023-24, The Company has spent ' 10 Lacs on Corporate Social Responsibility as stipulated under Section 135 of the Companies Act, 2013 read with Schedule VII of the Companies Act, 2013.

[In compliance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility) Rules, 2014, as amended]

Corporate Social Responsibility is an integral part of the Company's ethos and policy and it has been pursuing this on a sustained basis. Since, the Total amount to be spend on Corporate Social Responsibility ("CSR") is l ess than ' 50 Lacs, requirement for constitution of CSR Committee is not mandatory, hence all the functions of CSR implementation and d isbursement, have been discharge by Board of Directors of the Company. During the Year 2023-24, Company has spent ' 10 Lacs on CSR activity, which are as follows.

Education has been the main focus area for Corporate Social Responsibility (CSR) standpoint. Promoting education, including special education and inclusive education for children with disability, and skill development and livelihood enhancement projects, Promotion of an initiative to financially support girls from disadvantaged backgrounds, who wish to pursue higher education after grade 12.

Following are the key parameter for CSR Contributions

1. Net profit eligible for CSR Contribution as per Section 198 of the Companies Act, 2013

FY 2020-21: ' 344.34 Lacs FY 2021-22: ' 817.33 Lacs FY 2022-23: ' 333.73 Lacs

2. Average net profit for Last 3 Financial Years: ' 498.46 Lacs;

3. 2% of average net profit for CSR Contribution: ' 9.97 Lacs

4. Actual amount spent during FY 2023-24: ' 10 Lacs.

Total amount of CSR done on Promotion of Education is ' 10 Lacs

Following major steps were taken during the year in this regard:

1. 02 no. 7.5 KW VFD is replaced instead of DOL motor starter panels resulting to decrease the cost of maintenance cost of Drag chain as well as due to reduction in RPM of motors saving on account of wattage also.

2. 125 W Mercury lamp replaced to 30W LED lights, total 30 nos. which helps in energy conversation.

3. Oil cleaner was cleaned with diesel resulting in only one oil cleaner in line and second is kept standby, as earlier both used to run simultaneously, which now helps in improved efficiency of steam cooling system of turbine.

4. Protection & testing of 66KV switchyard equipment & system from PSPCL timely.

5. New cable installed of 24V as earlier we used to face low voltages as our cable was under, now new cable used is multi strand and helps in plant efficiency at Kattianwali grid. Due to this work under taken Grid power efficiency has increased, now we have relatively smaller power outages.

6. Maintaining the Power Factor (PF) of Generator above 0.9 to reduce the power losses.

7. Regularly Oil dehydration of Power & Auxiliary Transformers to reduce losses.

8. Apart from above, the Company regularly spend to adopt best technology of its segment and increase its efficiency, the Company has a system of investing in continual improvement of its processes.

9. In addition to that the company has initiated making brickets of fuel which shall help in better combustion in our boiler.

DEE Fabricom India Private Limited was incorporated as a Private Limited Company under the Companies Act, 2013, pursuant to a certificate of incorporation dated October 9, 2018 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi. Its CIN is U28990HR2018PTC076325, and its registered office is situated at 1255, Sector-14, Faridabad, Haryana - 121007.

DEE Fabricom India Private Limited is engaged in inter alia the business of manufacturing, fabrication and supply of metal structure and components for power (renewable and non-renewable), oil and gas, railways, roads, infrastructure projects.

During this fiscal year, The subsidiary company DEE Fabricom achieved a remarkable 83% surge in revenue, closing the year at ' 3,726 lacs from ' 2,041 lacs in FY23. Improved production of 36.8 Towers compared to 31.8 towers in FY23 (16% increase in quantum) and scope enhancement on few orders from pure job work to taking over internals in our scope are main contributors of this sales jump. Notably, for the first time, the subsidiary company reported a positive Profit After Tax (PAT) of ' 495 lacs. As of 31st March 24, our order book stands strong at ' 2,426 lacs.

Our efforts to expand our client base have been fruitful, as we successfully onboarded three prestigious clients namely Adani, Ayana, and ACME during this FY. As

of 31st March 2024, the outstanding amount owed by your company was ' 1,260 lakhs. We made substantial progress in debt reduction, bringing down our Debt to ' 1,135 lakhs at end of FY24 from ' 1,674 lacs in FY23.

To ensure sustained growth, we have implemented several key initiatives:

1. Process Modernization: We conducted a comprehensive Time Study to identify areas for improvement. By incorporating state-of-the-art technologies, we have streamlined production processes, minimized waste, and optimized resource utilization.

2. Skill Enhancement Programs: We have placed a strong emphasis on technology absorption and workforce development. Specialized training programs were conducted to upskill our employees, ensuring they are proficient in utilizing the latest tools and techniques. This not only enhances operational efficiency but also empowers our workforce with advanced knowledge and capabilities.

These initiatives, coupled with our strategic client acquisitions and financial discipline, position us well for continued success in the coming years.

Atul Krishan Bansal Foundation is a company limited by shares incorporated under Section 8 of the Companies Act, 2013, pursuant to a certificate of incorporation dated January 22, 2021 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi. Its CIN is U85300DL2021NPL376061, and its registered office is situated at 2375/78/86/88/90, No. 12, Pratap Chambers, 2387/89/90 Gurdwara Road, Karol Bagh, New Delhi - 110005.

Atul Krishan Bansal Foundation is engaged in activities aimed at inter alia eradicating hunger, poverty and malnutrition, promoting health care including preventive health care sanitation, contribution to the Swacchh Bharat Kosh setup by the Government of India

for the promotion of sanitation and making safe drinking water available; promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancing projects; promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups; and contribution to the prime minister's national relief fund or Prime Minister's Citizen Assistance and Relief in Emergency Situations (PM CARES Fund) or any other fund set up by the Government of India for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women and other rural development projects.

During the year under review, During the year, Income from donations was ' 49.89 Lacs as compared to FY 2022-23 which was ' 53.20 Lacs.

DEE Piping Systems (Thailand) Co., Limited was incorporated as a private company on October 7, 2014 under Thailand's Civil and Commercial Code concerning private company. Its registration number is 0105557148913 and its registered office is situated at Nos. 59 and 59/8, Village No. 6, Thakham Sub-district, Bangpakong District, Chachoeng-sao Province.

DEE Piping Systems (Thailand) Co., Limited is engaged in the business of fabrication (including prefabrication and on-site fabrication) of pipe spool and other components for assembling industrial piping systems used in various industries. The fabrication work and the components fabricated include, inter alia, pipe welding work, pipe spool valves, pressure adjustments systems

flanges and parts. DEE Piping Systems (Thailand) Co., Limited's business operation activities include, for example, purchase, sale, production, invention/creation, provision of services, provision of advisory service, project management, design, setting systems' parameters, installation, production development, product development, assembly, disassembling and reassembling, planning, provision of technical advices, product researches and development, construction, services and maintenance, production operations.

During FY 2023-24, Revenue from operations increased from ' 6410.78 Lacs to ' 8239.01 Lacs Further, Profit after tax was also recovered from (' 566.37) Lacs to (' 433.48) Lacs.

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive, and Independent Directors.

The Board of the Company has 6 (Six) Directors comprising of 1 (One) Managing Director, 2 (Two) Whole-Time Director, and 3 (Three) Independent Directors (including a Woman Director). The complete list of Directors of the Company along with their brief profile has been provided in the Report on Corporate Governance forming part of this Annual Report.

Further, all the Directors and senior management personnel of the Company affirmed compliance with the Code of Conduct for the financial year 2023-2024 and the declaration in this respect appears elsewhere in the Annual Report.

During the year under review, Following are the directors of The Company:

1. Mr. Krishan Lalit Bansal is the Chairman and Managing Director of our Company. He holds a bachelor's degree in mechanical engineering from Punjab Engineering College, Chandigarh. He has been associated with the Company since its inception in 1988 and has experience in prefabricated piping systems and bio-mass power sector. He incorporated a partnership concern, Development Engineers pursuant to a deed of partnership dated August 12, 1986 which was later dissolved pursuant to a deed of dissolution dated April 1, 1988. His other ventures include DEE Group Trust and DDE Piping Components Private Limited. He has been conferred with various awards including 'Business Leader of the Year' in 2011 and 'Lifetime Achievement Award in 2016 by the Faridabad Industrial Association. He was also conferred with the 'Business Excellence Award' by International Study Circle and the 'Rashtriya Rattan Award' by the All-India National Unity Council for his contributions to the industry.

2. Mrs. Ashima Bansal is a Whole-time Director of our Company. She holds a bachelor's degree in education from D.S. College of Education for Women, Ferozepur City, Panjab University and a masters' degree in arts from Panjab University. She has been associated with the Company since April 30, 2007.

3. Mrs. Shikha Bansal is a Whole-time Director of our Company. She holds a bachelor's degree in commerce from University of Delhi and masters' degree in commerce from Himachal Pradesh University. She has been associated with the Company since December 1, 2020.

4. Mr. Ashwani Kumar Prabhakar is the

Independent Director of our Company. He holds a Bachelor of Science degree in engineering from Panjab University and is registered with the Institute of Cost Works Accountant of India. He was previously associated with Ministry of Defence, Kolkata, Government of India as the Director General of Ordnance Factories and Chairman of the Ordnance Factory Board.

5. Mr. Bhisham Kumar Gupta is an Independent Director of our Company. He holds a Bachelor of Science degree in engineering from Panjab University. He was previously associated with Engineers India Limited as the Executive Director.

6. Mrs. Shilpi Barar is an Independent Director of our Company. She holds a bachelor's degree in commerce from Hemwati Nandan Bahuguna Garhwal University. She was previously associated with Sita Singh & Sons Private Limited as the Head of Operations.

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Companies Act, 2013:

1. Mr. Krishan Lalit Bansal, Chairman and Managing Director,

2. Mrs. Ashima Bansal, Whole Time Director

3. Mrs. Shikha Bansal, Whole Time Director

4. Mr. Sameer Agarwal, Chief Financial Officer and

5. Mr. Ranjan Kumar Sarangi, Company Secretary and Compliance officer

During the FY 2023-24, There was no change in the Key Managerial Personnel positions.

The Independent Directors had submitted their disclosures to the Board that they fulfil the requirements as stipulated under Section 149(6) of the Act and Regulation 25(8) of Listing Regulations. There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations. The Independent Directors have given the declaration under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 confirming compliance with Rule 6(1) and (2) of the said Rules that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs ("IICA").

In the opinion of Board, Mr. Ashwani Kumar Prabhakar, Mr. Bhisham Kumar Gupta and Mrs. Shilpi Barar are persons of integrity and fulfils requisite conditions as per applicable laws and are independent of the management of the Company.

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

None of the Independent Non-Executive Directors held any equity shares of the Company during the financial year ended 31st March, 2024.

During the year 2023-24, in compliance with the SEBI listing regulations, the Company has constituted mandatory committees as mentioned below.

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In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors' Familiarization Programme to familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, subsidiaries business strategy, factory visit, CSR site visit, Amendments in law and Company's codes & policies. The details of the familiarization programme conducted during the financial year under review are explained in the Corporate Governance Report. The same is available on Company's website and accessible through www.deepiping.com.

The Equity Shares of the Company are listed on two stock exchanges viz. BSE Limited and National Stock Exchange of India Limited.

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI").

The Company has appointed 'CRISIL Ratings Limited' as the monitoring agency to monitor the utilization of the issue proceeds from the Initial Public offer of the Company raised during the financial year 2023-24. The Monitoring agency has duly submitted its report on a quarterly basis to the Audit Committee and the Board

of Directors. The Audit Committee and Board of Directors duly took note of the same and filed it with the stock exchange as required under Regulation 32(6) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. There were no deviations or variations in the utilization of issue proceeds from the objects as stated in the offer document for Public Issue of shares of the Company.

Disclosures required in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forms part of this Report. However, as per the provisions of Sections 134 and 136 of the Companies Act, 2013, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the Statement containing Particulars of Employees, which is available for inspection by the Members up to the date of ensuing Annual General Meeting. Any Member interested in obtaining a copy of such Statement may write to the Company Secretary at secretarial@deepiping.com.

(a) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary of the Company and (b) ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2023-24:

c) The percentage increase in the median remuneration of employees in the financial year: 13.65%

d) Number of permanent employees on the rolls of the Company: 1061 Employees

e) It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and other Employees is as per the Remuneration Policy of the Company.

The Board had carried out an annual evaluation of its own performance and of its committees as well as the performance of each individual Directors as per the criteria specified by the NRC and expressed its satisfaction for the same. Board Evaluation criteria feedback was sought based on the evaluation criteria approved by the NRC for evaluating the performance of the Board, its committees and individual directors.

As per policy on performance evaluation of the Company, evaluation of the Board, Committee, and individual directors was based on criteria such as mentioned in the policy.

In order to ensure confidentiality, the Board's evaluation was undertaken by way of a questionnaire as part of policy on performance evaluation. All the directors participated in the evaluation process. The responses received from the Board members were compiled and a consolidated report was submitted to the Board through the Company Secretary. The evaluation report was also discussed at the meeting of the Board of Directors. The Board deliberated over the suggestions

and inputs to augment its own effectiveness and optimise the individual strengths of the directors. The directors were satisfied with the Company's standard of governance, its transparency, meeting practices and overall Board effectiveness.

Further, the independent directors of the Company, at their separate meeting held during the financial year 2023-24, reviewed the performance of nonindependent directors, board of directors as a whole, performance of chairperson of the Company and accessed the quality, quantity and timeliness of flow of information between the Management of the Company and the Board that is necessary for the Board of directors to effectively and reasonably perform their duties.

Neither the Chairperson nor the Managing Director of the Company received any remuneration or commission from any of the subsidiaries of the Company.

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme;

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operation in future;

4. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016;

5. One time settlement of loan obtained from the Banks or Financial Institutions.

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations, may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

As required under Regulation 17(8) of the SEBI Listing Regulations, the CEO and CFO of the Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31 March, 2024. Their Certificate is annexed to this Directors' Report.

The Board wishes to express its appreciation to all the employees of the Company for their contribution to the operations of the Company during the year.

The Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. The Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

The Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of DEE Development Engineers Limited

Date: 14.08.2024

Place: Village Tatarpur, Palwal