Deep Industries Ltd

To,

The Members,

DEEP INDUSTRIES LIMITED

Ahmedabad.

Dear Members,

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

FINANCIAL RESULT

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

*Exceptional Item represents one-time loss due to cleaning up exercise post acquisition of Kandla Energy and Chemicals Limited from liquidation and Dolphin Offshore Shipping Limited from CIRP.

OPERATIONS Performance of Company:

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

SUBSIDIARY AND ASSOCIATE COMPANY

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

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

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

SHARE CAPITAL

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

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

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

RESTRUCTURING AND ACQUISITIONS

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

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

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

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

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

DIVIDEND

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

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

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

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

RESERVES

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

BOARD MEETINGS

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

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

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

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have submitted declarations stating that each of them fulfill the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

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

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

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

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

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

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

• Mr. Paras Shantilal Savla - Chairman & Managing

Director

• Mr. Rupesh Kantilal Savla - Managing Director

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

Chief Financial Officer

• Mrs. Shilpa Sharma - Company Secretary

DIRECTORS RESPONSIBILITY STATEMENT

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

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

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the financial year ended March 31,2025;

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

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

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

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

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

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

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

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings, like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

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

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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

COMMITTEE OF THE BOARD

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

AUDIT COMMITTEE

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

RISK MANAGEMENT

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

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

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

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

RELATED PARTY TRANSACTIONS

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

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

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

A. Statutory Auditors and Statutory Auditor's Report

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

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

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

B. Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company had appointed a practising company secretary, M/s RPAP & Co, Practicing Company Secretary, Ahmedabad (P/R No. 4025/2023), to undertake the Company's secretarial audit for financial year 2024-25.

The report of the Secretarial Auditor in Form MR-3 for the financial year ended March 31, 2025 is attached to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

In terms of Regulation 24A of the SEBI Listing Regulations, the Board of Directors at its meeting held on August 04, 2025, approved the appointment of M/s RPAP & Co, Practicing Company Secretary, Ahmedabad (P/R No. 4025/2023) as the Secretarial Auditors of the Company, for a term of five consecutive years commencing from FY 2025-26, subject to the approval of the Members of the Company. A proposal for appointment of M/s RPAP & Co, Company Secretaries as the Secretarial Auditor of the Company is placed before the Members for approval at the AGM. M/s. RPAP & Co, have complied with their independence status and an arm's length relationship with 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 02, 2025, to conduct Internal Audit for the financial year 2025-26.

D. Cost Auditors And Records

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

PARTICULARS OF EMPLOYEES

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

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

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

DISCLOSURE REQUIREMENTS

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

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

MATERIAL EVENTS AFTER BALANCE SHEET DATE

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

CHANGE IN NATURE OF BUSINESS, IF ANY

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

DEPOSITS

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

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

2014 during the financial year under review.

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

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

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

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

ANNUAL RETURN

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

POLICY ON DETERMINATION OF MATERIALITY OF EVENT/ DISCLOSURES:

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

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

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

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

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

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

WEBSITE OF YOUR COMPANY

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

ACKNOWLEDGEMENTS

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

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