Deep Industries Ltd

To

The Members,

DEEP INDUSTRIES LIMITED

Ahmedabad

Dear Members,

Your 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:

Performance of Company:

During the year under review, the Company's Standalone revenues from operations increased to Rs. 38,190.99 Lakhs as compared to Rs. 30,118.36 Lakhs in the previous year, while consolidated revenues from operations increased to Rs. 42,699.27 Lakhs as compared to Rs. 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 Rs. 10,425.23 Lakhs as compared to Rs. 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 Rs. 3605.88 Lakhs and has made Profit of Rs. 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 Rs. 803.63 Lakhs and has made loss of Rs. 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 Rs. 836.77 Lakhs and has made profit of Rs. 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 Rs. 7.64 Lakhs and has made profit of Rs. 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 Rs. 2.28 Lakhs and has made profit of Rs. 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 Rs. 1096.52 Lakhs and has made profit of Rs. 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 Rs. 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 Rs. 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

Rs. 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(Wholly 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.

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 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.

Appointment:

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.

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, 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.

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 cs@deepindustries.com.

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.

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.