Directors Report of Deep Industries Ltd.

Mar 31, 2023

BOARD''S REPORT

To

The Members

DEEP INDUSTRIES LIMITED

Ahmedabad

Dear Members,

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

FINANCIAL RESULT

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

Particulars	Standalone		Consolidated
Revenue from Operations	2022-23	2021-22	2022-23	2021-22
	30118.36	27156.68	34133.61	32162.90
Other Income	2041.22	1036.39	1124.93	463.77
Total Revenue	32159.59	28193.07	35258.54	32626.67
Total Expenses	21703.48	19456.06	24562.03	23556.44
Profit/(Loss) Before Tax	10456.11	8737.01	15165.42	9070.23
Less: Tax Expenses	2625.27	1802.86	2635.51	1830.42
Profit/(Loss) for the Year	7830.84	6934.14	12529.91	7239.81
Other Comprehensive Income/ (Loss) for the year	4.17	4.49	709.37	4.49
Total Comprehensive Income/ (Loss) for the year	7835.01	6938.63	13239.28	7244.30
Earning per Equity Share (Basic and Diluted)	12.24	10.83	19.58	11.31

Performance of Company:

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

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

Performance of Subsidiaries:

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

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

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

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

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

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

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

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

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

RESERVES

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY:

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

CHANGE IN NATURE OF BUSINESS, IF ANY

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

DEPOSITS

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

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

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

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

BOARD MEETINGS

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment:

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

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

Retirement by Rotation:

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

Cessation:

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates

that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of
financial year and of the profit of the Company for the financial year ended March 31, 2023;

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

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

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

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

controls are adequate and are operating effectively; and

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

COMMITTEE OF THE BOARD

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

DECLARATION BY INDEPENDENT DIRECTORS

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

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

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

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

NOMINATION AND REMUNERATION POLICY

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

RISK MANAGEMENT POLICY OF THE COMPANY

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

AUDITORS

A. Statutory Auditors

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

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

B. Secretarial Auditors

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

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

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

C. Internal Auditors

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

REPORTING OF FRAUD BY AUDITORS

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

PARTICULARS OF EMPLOYEES

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

COST AUDITORS AND RECORDS

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

POLICY ON DETERMINATION OF MATERIALITY OF EVENT/DISCLOSURES:

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

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

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

INSURANCE

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

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

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

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

1 Number of complaints filed during the financial year Nil

2 Number of complaints disposed of during the financial year Nil

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

GENERAL DISCLOSURE

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

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

b. Issue of sweat equity shares.

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

d. Issue of employee stock options scheme.

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

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

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

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

ACKNOWLEDGEMENTS

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

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

For and on behalf of the Board

sd/-

Paras Savla

Date : August 01, 2023 Chairman & Managing Director

Place : Ahmedabad DIN:00145639