Auditor Report of Deep Industries Ltd.

Mar 31, 2023

INDEPENDENT AUDITOR’S REPORT

To,

The Members,

Deep Industries Limited

Report on the Audit of the Standalone Financial Statements
Opinion

We have audited the accompanying standalone financial statements of Deep Industries Limited (the ‘Company’) which
comprise the Balance Sheet as at March 31, 2023, and the statement of Profit and Loss (including the statement of other
comprehensive income), Statement of changes in equity and Statement of cash flows for the year then ended, and notes to
the financial statements, including a summary of significant accounting policies and other explanatory information(herein
after referred as " the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the standalone financial
statements give the information required by the Companies Act, 2013 (the "Act”) in the manner so required and give a true and
fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015 as amended ("Ind AS”) and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2023, and its profit, total comprehensive income, the changes in
equity and its cash flows for the year then ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities
for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance
with the Code of Ethics issued by Institute of Chartered Accountants of India (ICAI) together with the ethical requirements
that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code
of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on
the standalone financial statements.

Information other than Financial Statements & Auditors Report thereon

The Company’s Board of Directors is responsible for the Other Information. The Other Information comprises the information
included in the Board’s Report including Annexures to Board’s Report, Corporate Governance report and Management Discussion
and Analysis (but does not include the standalone financial statements, consolidated financial statements and our auditor’s
reports thereon).

Our opinion on the standalone financial statements does not cover the Other Information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified
above and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements
or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this Other Information; we are
required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and those charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance
including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and
accounting principles generally accepted in India. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgement and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, Management is responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do
so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements:-

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free
from material misstatement, whether due to fraud or error and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these standalone financial statements.

As part of an audit in accordance with Standard on Auditing, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial controls system in place and the operating effectiveness of
such controls.

• Evaluate the appropriateness of accounting polices used and the reasonableness of accounting estimates and related
disclosures made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures,
and whether the standalone financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial
statements.

1. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

2. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.

3. From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief are
necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from the
examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss including statement of other comprehensive income and the Cash
Flow Statement, Statement of changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid Standalone financial statements comply with the Indian Accounting Standards specified
under Section 133 of the Act;

(e) On the basis of the written representations received from the directors as on 31^st March, 2023 taken on record by the
Board of Directors, none of the directors is disqualified as on 31^st March, 2023 from being appointed as a director in terms
of Section 164(2) of the Act;

(f) With respect to the adequacy of internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate report in “Annexure B”;

(g) With respect to the matters to be included in the Auditor’s Report in accordance with the requirements of Section 197(16)
of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/
provided by the Company to its directors during the year is in accordance with the provisions of section 197 read with
Schedule V to the Companies Act, 2013;

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rule, 2014, in our opinion and to the best of our information and according to the explanations given
to us :

i. The Company has disclosed the impact of pending litigations on the financial position of its financial statements

Refer Note 37 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material

foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection

Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the notes to the

accounts no funds (which are material either individually or in the aggregate) have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company
to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”)
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the notes to
accounts, no funds (which are material either individually or in the aggregate) have been received by the
Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that has been considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and
(ii) of Rule 11(e) as provide under (a) & (b) above contain any material misstatement.

v. (a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in

accordance with Section 123 of the Act, as applicable.

(b) The Company has not declared and paid any interim dividend during the year and until the date of this report.

(c) The Board of Directors of the Company have proposed final dividend for the year, which is subject to approval
of the member at the ensuing Annual General Meeting. The amount of dividend proposed in accordance with
Section 123 of the act as applicable.

(d) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting
software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect
from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014
is not applicable for the financial year ended March 31, 2023.

4. As required by the Companies (Auditor’s Report) Order, 2020 (the “Order”) issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure A” a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

For Mahendra N. Shah & Co.

Chartered Accountants
FRN 105775W

CA Chirag M. Shah

Partner

Place : Ahmedabad M.No. 045706

Date : May 27, 2023 UDIN: 23045706BGUVSL3158