Deep Industries Limited — Annual Report 2023

Sep 2, 2023

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September 02, 2023

To, To, Corporate Relations Department Corporate Relations Department BSE Limited National Stock Exchange of India Ltd. 2[nd] Floor, P.J. Towers, Exchange Plaza,Plot No. C/1, G-Block, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai – 400 001 Mumbai – 400 051. SCRIP CODE : 543288 SYMBOL : DEEPINDS

Dear Sir,

Sub.: Intimation of Notice of 17[th] Annual General Meeting alongwith Annual Report of the Company, Book Closure, E-voting Facility and fixation of cut-off date.

With reference to Regulation 30 of Securities Exchange Board of India ((Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we would like to inform you that the 17[th] Annual General Meeting (“AGM”) of the Company is scheduled to be held on Monday, September 25, 2023 at 11:00 a.m. IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).

Pursuant to Regulation 34(1) of SEBI Listing Regulations, we are submitting herewith the Notice of 17[th] AGM alongwith the Annual Report for the Financial Year 2022-23 of the Company, which is being sent through electronic mode to the members.

The Annual Report containing the Notice is also uploaded on the Company’s website and can be accessed at www.deepindustries.com.

Further, Pursuant to Regulation 42 of the SEBI Listing Regulations, the Register of Member and Share Transfer Books of the Company will remain closed from Tuesday, September 19, 2023 to Monday, September 25, 2023 (both days inclusive) for taking record of the Members of the Company for the purpose of 17[th] Annual General Meeting of the Company.

Further, Pursuant to Regulation 44 of SEBI Listing Regulations, the Company has fixed Monday, September 18, 2023 as the cut-off date to determine the entitlement of the shareholders to cast their vote electronically in respect of the businesses to be transacted as per the Notice of the AGM and to attend the AGM.

The Company has availed remote e-voting and venue e-voting service(s) from Link Intime India Private Limited (LIIPL) and below are the calendar of the events for remote e-voting:

1.	Date and time of commencement of voting through electronic means	Friday, September 22, 2023 (from 09:00 a.m. IST onwards)
2.	Date and time of end of voting through electronic means	Sunday, September 24, 2023 (till05:00 p.m. IST)
3.	Date of declaration of result by the Chairman	Within two working days of conclusion of the AGM i.e September 25, 2023.

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You are requested to consider the same for your reference and record.

Thanking you,

Yours faithfully,

For, Deep Industries Limited

Digitally signed by SHILPA SHARMADN: C=IN, PostalCode=380058, S=GUJARAT, STREET=FLAT NO H703 KAVISHA URBANIA SOUTH BOPAL EXTENSIONAHMEDABADGHUMABH FLORA IXORA 380058, L=AHMEDABAD, O=Personal, T=5861, SERIALNUMBER=5a0f7ed24701a1b6f6e569d1a07513e40928656b0afad1a1265d8f2aeb29c044, OID.2.5.4.65=586120221107104209997, Phone=7dd7b4327ff306697de68d008c7447d099f70b621f8dca9659a85f859776e5ce, E=SHILPA@FOCALCORPORATE.COM, CN=SHILPA SHARMAReason: I am the author of this documentLocation: your signing location hereDate: 2023-09-02 17:20:07Foxit Reader Version: 9.7.1

SHILPA SHARMA

Shilpa Sharma Company Secretary & Compliance Officer

Encl: as above

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DEEP INDUSTRIES LIMITED

Oil and Gas Field Services 17[th] Annual Report 2022-2023

One-Stop Solution Provider for Oil & Gas Industry

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ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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BOARD OF DIRECTORS

Mr. Paras Savla Chairman & Managing Director Mr. Rupesh Savla Managing Director Mr. Rohan Shah Whole – Time Director (Finance) and Chief Financial Officer Dr. Kirit Shelat Independent Director Mr. Hemendrakumar Shah Independent Director Mrs. Shaily Dedhia Independent Director Mr. Ashokkumar Ratilal Patel Additional Director (Appointed w.e.f. August 01, 2023)

KEY MANAGERIAL PERSONNEL

CS Shilpa Sharma

Company Secretary (Appointed w.e.f. November 10, 2022)

BANKERS

IndusInd Bank Ltd. Axis Bank Ltd. ICICI Bank Ltd

STATUTORY AUDITORS

M/s. Mahendra N. Shah & Co Chartered Accountants

SECRETARIAL AUDITOR

M/s. Ravi Kapoor & Associates Practicing Company Secretary

SHARE TRANSFER AGENT

M/s. Link Intime India Private Limited 5[th] Floor, 506 to 508, Amarnath Business Centre-1 (ABC-1), Besides Gala Business Centre, Near St. Xavier’s College Corner, Off C. G. Road, Ellisbridge, Ahmedabad - 380006

REGISTERED OFFICE

12A & 14, Abhishree Corporate Park, Ambli Bopal Road, Ambli, Ahmedabad – 380058 CIN: L14292GJ2006PLC049371 Phone: 02717- 298510 Fax: 02717-298520 E-mail : info@deepindustries.com Website : www.deepindustries.com

C O N T E N T S
Notice	2
Board’s Report	20
Management Discussion and Analysis Report	33
Corporate Governance Report	38
Business Responsibility and Sustainability Report	58
Independent Auditor’s Report	74
on Standalone Financial Statements
Standalone Financial Statements	82
Independent Auditor’s report on	120
Consolidated Financial Statements
Consolidated Financial Statements	127

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ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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DEEP INDUSTRIES LIMITED

CIN: L14292GJ2006PLC049371

Regd. Office: 12A & 14, Abhishree Corporate Park, Ambli Bopal Road, Ambli, Ahmedabad – 380058, Phone: 02717- 298510, Fax: 02717-298520

E-mail: info@deepindustries.com, Website – www.deepindustries.com

NOTICE of the 17[th] Annual General Meeting

NOTICE is hereby given that the 17[th] Annual General Meeting (“AGM”) of the Shareholders of DEEP INDUSTRIES LIMITED will be held on Monday, September 25, 2023 at 11:00 A.M. through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”) to transact the following businesses. The venue of the meeting shall be deemed to be the registered office of the Company situated at 12A & 14, Abhishree Corporate Park, Ambli Bopal Road, Ambli, Ahmedabad – 380 058, Gujarat.

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Standalone and Consolidated Statements (including financial statements) of the company for the financial year ended March 31, 2023 and the Reports of the Board of Directors and Auditors thereon.

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution :

“ RESOLVED THAT the audited standalone financial statement of the Company for the financial year ended on March 31, 2023 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.”

“ RESOLVED FURTHER THAT the audited consolidated financial statement of the Company for the financial year ended March 31, 2023 and the report of Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.”

2. To declare a Final Dividend of Rs. 1.85 per Equity Shares for the financial year 2022-23.

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution :

“ RESOLVED THAT a final dividend at the rate of Rs. 1.85/- (Rupees One and Eighty Five Paise only) per equity share of Rs. 5/- (Rupees Five only) each fully paid-up of the Company, as recommended by the Board of Directors, be and is hereby declared for the financial year ended March 31, 2023 and the same be paid out of the profits of the Company.”

3. To appoint a Director in place of Mr. Rohan V. Shah (DIN: 09154526), who retires by rotation and being eligible, offers himself for re-appointment.

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution :

“ RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Rohan V. Shah (DIN: 09154526), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company”

SPECIAL BUSINESS:

4. To approve Loans, Guarantee or Security under Section 185 of Companies Act, 2013.

To consider and if thought fit, to pass, with or without modification(s), the foll owing Resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 185 and all other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 2013 (“the Act”), read with applicable rules and regulations made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Companies (Amendment) Act, 2017, the consent of the member be and is hereby accorded to authorize the Board of Directors of the Company (hereinafter referred to as the Board, which term shall be deemed to include, unless the context otherwise required, any committee of the Board or any director or officer(s) authorised by the Board to exercise the powers conferred on the Board under this resolution) to advance any loan including any loan represented by a book debt, or give any guarantee or provide any security in connection with any loan taken by any entity which is a subsidiary or associate or joint venture of the Company, and entities which are controlled by directors of Company, being entities covered under the category of ‘a person in whom any of the Director of the Company is interested’ as specified in the explanation to subsection 2 of the said Section, upto an aggregate sum of Rs. 200 Crores (Rupees Two Hundred Crores Only) in their absolute discretion deem beneficial and in the interest of the Company, provided that such loans are utilized by the borrowing company for its principal business activities.”

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ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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“RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board of Directors of the Company be and is hereby authorized, to approve, decide, vary or modify the terms and conditions applicable for the aforesaid loan, Corporate Guarantee and to do all such acts, deeds, matters and things as they may, in their absolute discretion deem necessary, desirable or expedient and things in connection therewith and incidental thereto as the Board in its absolute discretion deem fit without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and steps as may be necessary for obtaining such approvals in relation to the above and to execute all such documents, instruments and writings as may be required in this connection and to delegate all or any of the powers herein vested in the Board to any Committee thereof or to the Managing Director(s) or Whole Time Director or Company Secretary, to give effect to the aforesaid resolution.”

5. To approve related party transaction with regards to holding an office or place of profit of Mr. Dharen Savla as President:

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 188(1)(f) and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Meetings of Board and its Powers) Rules, 2014 and regulations made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and pursuant to Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and as per recommendation received from Nomination and Remuneration Committee, Audit Committee and Board of Director of the Company, consent of Members of the Company be and is hereby accorded to approve remuneration of upto Rs. 600,000 per month to Mr. Dharen Savla as President who is also holding office or place of profit w.e.f. October 01, 2023.”

“RESOLVED FURTHER THAT the remuneration, perquisites and amenities to be paid to Mr. Dharen Savla is as under:

• (a) Remuneration- Upto Rs. 600,000 per month.

• (b) Car and Telephone: Provision of car used for Company’s business and Telephone at residence will not be considered as perquisites. However, personal long distance calls and use of car for private purposes shall be billed by the Company.

• (c) Mobile: Cost of Mobile Instrument and its bill will be paid by the Company.

• (d) Electricity Charges: It will be paid by the Company.

• (d) Insurance Premium: Insurance Premium (Term Plan) upto Rs. 6,00,000/- p.a. to be reimbursed by the Company on production of documentary evidence.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary for obtaining such approvals in relation to the above and to execute all such documents, instruments and writings as may be required in this connection and to delegate all or any of the powers herein vested in the Board to any Committee thereof or to the Managing Director(s) or Whole Time Director or Company Secretary, to give effect to the aforesaid resolution.”

6. Appointment of Mr. Ashokkumar Ratilal Patel (DIN: 09451821) as an Independent Director.

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 149, 152, 161 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV of the Act (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for time being in force), the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“SEBI Listing Regulations”), Mr. Ashokkumar Ratilal Patel (DIN: 09451821), who was appointed as an Additional Director with effect from August 01, 2023 for 5 (five) years and who shall hold office upto the date of the ensuing Annual General Meeting of the Company, who has submitted a declaration that he meets the criteria for independence as provided in 149(6) of the Act and 16(1)(b) of SEBI Listing Regulations and also declared that he has not been debarred from holding the office of director or continuing as a Director of Company by SEBI/ MCA or any other authority and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, signifying his intention to propose Mr. Ashokkumar Ratilal Patel as a candidate for the office of a Director of the Company, whose appointment has been recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, be and is hereby appointed as an Independent Director

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ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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of the Company, not liable to retire by rotation, for a first term of 5 (five) consecutive years with effect from August 01, 2023.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and steps as may be necessary for obtaining such approvals in relation to the above and to execute all such documents, instruments and writings as may be required in this connection and to delegate all or any of the powers herein vested in the Board to any Committee thereof or to the Managing Director(s) or Whole Time Director or Company Secretary, to give effect to the aforesaid resolution.”

7. To consider and approve Material Related Party Transaction(s) proposed to be entered by Company with Deep Onshore Drilling Services Private Limited.

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Regulation 23(4) and other applicable regulations if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (“SEBI Listing Regulations”), Section 2(76) and other applicable provisions of the Companies Act, 2013 (“Act”) read with Rules made thereunder, other applicable laws/statutory provisions, if any, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force), the Company’s Policy on Related Party Transactions, and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time and on the basis of receipt of recommendation of the Audit Committee and approval of the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Company to enter into Material Related Party Transaction(s)/Contract(s)/Arrangement(s)/Agreement(s) be entered into (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) as mentioned in detail in Explanatory Statement annexed herewith, between the Company and Deep Onshore Drilling Services Private Limited (DODSPL), subsidiary company and ‘Related Party’ as defined under Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) on such material terms and conditions as may be mutually agreed between the Company and DODSPL, for an aggregate value not exceeding Rs. 70 crores with the subsidiary for the period 3 years w.e.f. the date of passing of this resolution provided that the said arrangement(s)/ transaction(s) shall be carried out in the manner beneficial to the company and will be at arm’s length basis.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee of the Company and any duly constituted/to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred to, without being required to seek further consent or approval of the Members and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

“RESOLVED FURTHER THAT any one of the Directors of the company or Company Secretary be and are hereby severally authorized to do all such acts, deeds and things which are necessary or expedient, to give effect to the aforesaid resolution(s).”

By Order of the Board sd/Shilpa Sharma Date : August 01, 2023 Company Secretary Place : Ahmedabad Membership No. A34516

Registered Office:

12A & 14, Abhishree Corporate Park, Ambli- Bopal Road, Ambli, Ahmedabad – 380058

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NOTES:

1. In compliance with all the applicable Circulars issued by the Ministry of Corporate Affairs (‘MCA’) and Securities Exchange Board of India (‘SEBI’), permitted the holding of the General Meetings through VC / OAVM, without the physical presence of the members at a common venue. In compliance with the provisions of the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), MCA Circulars for General Meetings and SEBI Circulars for General Meetings, the AGM of the Company is being held through VC / OAVM on Monday, 25[th] September, 2023. In accordance with the Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) read with Clarification/Guidance on applicability of Secretarial Standards - 1 and 2 dated 15th April, 2020 issued by the ICSI, the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM.

2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of Special Businesses Item Nos. 4 to 7 in the Notice is annexed hereto.

3. Pursuant to the requirement of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 issued by The Institute of Company Secretaries of India, the brief profile/particulars of the Director of the Company seeking their re-appointment at the AGM are stated at the end of the Explanatory Statement annexed hereto.

4. The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, September 19, 2023 to Monday, September 25, 2023 (both days inclusive).

5. Since this AGM is being held through VC / OAVM pursuant to the MCA Circulars, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for this AGM. Hence, proxy form, attendance slip and route map are not annexed to this Notice. However, Institutional Investors and Corporate Members are entitled to appoint authorised representatives to attend this AGM through VC / OAVM, participate there at, and cast their votes through e-voting.

6. Institutional shareholders (i.e. investors other than individuals, HUF, NRI etc.) intending to appoint authorised representative to participate and/ or vote through e-voting, are requested to send scanned copy of the certified true copy of Board Resolution/ Authority letter etc. to the Scrutinizer by e-mail to ravi@ravics.com with a copy marked to rnt.helpdesk@linkintime.co.in.

7. The Members may join the AGM in the VC / OAVM mode thirty minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice.

8. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act

9. In line with the General Circular Nos. 20/2020 dated May 05, 2020 and No. 02/2021 dated January 13, 2021, and the relevant circulars issued by SEBI, the Notice of this AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories/ RTA. For the physical copy of Annual Report, the Members may send requests to the Company’s dedicated investor email-id: info@deepindustries.com. The Notice of 17th Annual General Meeting and Annual Report for FY 2022-23 is also available on the Company’s website - www.deepindustries.com, websites of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

10. Those members, who desire to receive notice / financial statement / documents through e-mail, are requested to communicate their e-mail ID and changes thereto from time to time to his / her Depository Participant / the Company’s Registrar & Share Transfer Agent, as the case may be.

11. Members are requested to support this Green Initiative by registering/updating their e-mail addresses with the Depository Participant (in case of Shares held in dematerialized form) or with RTA (in case of Shares held in physical form)

12. Members desirous of seeking information regarding Accounts of the Company are requested to send their queries to info@deepindustries.com on or before Wednesday, September 20, 2023.

13. In the case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM through e-voting.

14. If the dividend, as recommended by the Board of Directors, is approved at this AGM, payment of such dividend will be made as under:

15. a) To all Beneficial Owners in respect of shares held in dematerialised form as per the data as may be made available by the National Securities Depository Limited (‘NSDL’) and the Central Depository Services (India) Limited (‘CDSL’) as of the close of business hours on Monday, September 18, 2023.

16. b) To all Members in respect of shares held in physical form after giving effect to valid transmission or transposition requests lodged with the Company as of the close of business hours on Monday, September 18, 2023.

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ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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1. SEBI vide its notification dated January 25, 2022, has mandated listed companies to issue securities in dematerialised form only while processing service requests, viz., issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Further, as per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialised form with effect from April 01, 2019. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or M/s. Link Intime India Private Limited (‘RTA’), for assistance in this regard.

2. The Securities and Exchange Board of India (‘SEBI’) has mandated the submission of Permanent Account Number (‘PAN’) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participant with whom they are maintaining their demat account.

3. SEBI vide its circular No(s) SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 and SEBI/HO/MIRSD/MIRSD-PoD-1/P/ CIR/2023/37 dated November 3, 2021 and March 16, 2023 respectively have prescribed certain mandatory provisions with regard to “Common and Simplified Norms for processing investor’s request by RTAs and norms for furnishing PAN, KYC details and Nomination”, where the shares are held in physical mode. Said SEBI circular prescribes following norms, in case the shares are held in physical mode:

4. (i) Common and simplified norms for processing any service request from the holder, pertaining to the captioned items, by the RTAs.

5. (ii) Electronic interface for processing investor’s queries, complaints and service request.

6. (iii) Mandatory furnishing of PAN, KYC details and Nomination by holders of physical securities.

7. (iv) Freezing of folios without valid PAN, KYC details and Nomination and

8. (v) Compulsory linking of PAN and Aadhar by all holders of physical securities. Members of the Company holding shares in physical mode shall provide the following documents / details to the RTA of the Company:

9. (i) PAN.

10. (ii) Nomination (for all eligible folios) in Form No. SH-13 or submit declaration to “Opt-Out” in Form No. ISR-3. Note: Any cancellation or change in nomination shall be provided in Form No. SH-14.

11. (iii) Contact details including postal address with pin code, mobile number, e-mail address.

12. (iv) Bank account details including bank name and branch, bank account number, IFSC.

13. (v) Specimen signature.

Please provide the above documents / details to the RTA of the Company along with other basic details like name of the member, folio number, certificate number and distinctive numbers. As per the said SEBI circular, the Company has uploaded the following documents (along with the SEBI circular) on the website of the Company:

• (i) Form No. ISR-1-request for registering PAN, KYC details or changes / updation thereof.

• (ii) Form No. ISR-2-confirmation of signature of securities holder by the Banker.

• (iii) Form No. ISR-3-declaration form for opting-out of nomination by holders of physical securities in listed companies. (iv) Form No. SH-13-nomination form.

• (v) Form No. SH-14-cancellation or variation of nomination.

• The members who have already casted their vote through remote e-voting may attend the meeting but shall not be entitled to cast their vote again at the AGM.

• The institutional members are encouraged to attend and vote at the AGM.

• Further, the contact details of the Company and RTA are also available on the website of the Company

• Effective from January 01, 2022, Grievance Redressal / Service Requests can be availed with the RTA only after the required documents / complete data as mandated are furnished for physical folios.

• SEBI vide its circular no. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023, mandated for all holders of physical securities in listed companies to furnish PAN, Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers.

• a. Folios wherein any one of the said document/details are not available on or after October 01, 2023, shall be frozen and will not be eligible to lodge grievance or avail service request from the RTA. Further effective from April 01, 2024, you will not be eligible for receiving dividend, interest or redemption payment in physical mode, as these payments shall be processed only through electronic mode.

• b. After December 31, 2025, the frozen folio, shall be referred by RTA/Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and or Prevention of Money Laundering Act, 2002.

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• c. The RTA shall revert the frozen folios to normal status upon receipt of all the documents/ details.

Keeping in view the above provisions, the shareholders holding shares in physical mode are requested to follow the Procedure/ Instructions as notified by SEBI in regard to updation of PAN, KYC details, Nomination immediately in the specified forms as given below and enclosed for your convenience:

Sr. **No. **	Details to be updated or incorporated	Document required	Form required
1.	PAN(S) (including of joint holder)	Self-attested copy of pan card (please make sure pan to be linked with Aadhaar before July 01,2023)	ISR-1
2.	Change of address	Copy of any one: 1. Valid Passport, 2. Registered Lease or Sale Agreement of Residence, 3. Driving License, 4. Flat Maintenance bill, 5. Utility bills like Telephone bill (only land line) Electricity bill or Gas bill not more than 3 months old), 6. Id card/ document with address issued by any of the following: (Central/State Government and its departments, 7.The Proof of Address in the name of the spouse, 8. Client Master Listprovided byDepositoryParticipant.	ISR-1
3.	Email id	e-mail id	ISR-1
4.	Mobile Number	Mobile Number	ISR-1
5.	Bank detail	Original cancelled cheque (shareholder nameprinted on it)	ISR-1
6.	Confirmation of Signatures	Original Cancelled cheque (shareholder name printed on it)and signature attested bybank on ISR-2	ISR-2 & ISR-1
7.	Incorporation of Nomination	Detail of nominee in SH-13	SH-13
8.	Change of Nomination	Detail of new nominee in SH-14	SH-14
9.	Removal/ declaration to opt-out of nomination	Declaration	ISR-3

The aforesaid forms can be downloaded from the website of the Company or RTA website.

1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone / mobile numbers, Permanent Account Number (‘PAN’), mandates, nominations, power of attorney, bank details such as the name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs, in case they hold the shares in electronic form and to the Company’s Registrars and Transfer Agents, Link Intime India Pvt. Ltd for shares held in physical form, with relevant documents, by following the instructions given in above notes.

2. Pursuant to Finance Act, 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 01, 2020, and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Company/ Link Intime India Private Limited (in case of shares held in physical mode) and Depositories (in case of shares held in demat mode).

3. A Resident individual shareholder with PAN and who is not liable to pay income tax may submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source, by email to info@deepindustries.com by 06:00 P.M. (IST), September 18, 2023. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.

4. Non-resident shareholders can avail beneficial rates under the tax treaty between India and their country of residence, subject to providing necessary documents, i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to info@deepindustries.com. The aforesaid declarations and documents need to be submitted by the shareholders by 06:00 P.M. (IST), September 18, 2023.

5. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or Arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection in electronic mode upto the date of AGM and will also be available electronically for inspection by the Members during the AGM. Members seeking to inspect such documents can send the e-mail to info@deepindustries.com.

6. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection by the Members by writing an e-mail to the Company Secretary at info@deepindustries.com.

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1. As per Regulation 40 of the LODR Regulations, as amended, securities of listed companies can be transferred only in dematerialised form with effect from 1st April, 2019, except in case of transmission or transposition of securities. Further, SEBI vide its Circular dated 25th January, 2022, has mandated that the securities shall be issued only in dematerialised mode while processing duplicate/unclaimed suspense/ renewal/ exchange/ endorsement/sub-division/ consolidation/ transmission/ transposition service requests received from physical securities holders. In view of the above and to eliminate risk associated with physical shares and to avail various benefits of dematerialization, Members are advised to dematerialize their shares held in physical form. The Company in this regard has sent letters to the shareholders holding shares in physical form informing them about the above requirement.

2. The resolutions shall be deemed to be passed on the date of Annual General Meeting of the Company, subject to receipt of sufficient votes.

3. A person who is not a Member as on the Cut-off Date should treat this Notice for information purposes only.

4. THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOINING

MEETING THROUGH VC/OAVM ARE AS UNDER:

• a) The general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

• b) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Link Intime India Private Limited (LIIPL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by LIIPL.

• c) The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

• d) The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

• e) Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

• f) In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.deepindustries.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of LLIPL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. https:// instavote.linkintime.co.in

• g) The voting period begins on Friday, September 22, 2023 at 09:00 am IST and ends on Sunday, September 24, 2023 at 05:00 pm IST .During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Monday, September 18, 2023 may cast their vote electronically. The e-voting module shall be disabled by LIIPL for voting thereafter.

• h) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• i) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

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• j) Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

• k) In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (i) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

• Pursuant to abovesaid SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withNSDL Depository	1) Existing IDeAS user can visit the e-Services website of NSDL viz... https:// eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login"" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be re-directed to “InstaVote” website for casting your vote during the remote e-Voting period. 2) If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
Individual Shareholders holding securities in demat mode withCDSL Depository	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by the company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider i.e. LINKINTIME for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, the option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

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	4) Alternatively, the user can directly access the e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, the user will be able to see the e-Voting option where the evoting is in progress and also able to directlyaccess the system of all e-VotingService Providers.
Individual Shareholders (holding securities in demat mode) login through theirDepository Participants (DP)	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on the company name or e-Voting service provider name i.e. LinkIntime and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Step 2 : Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in

2. Click on “ Sign Up ” under ‘ SHARE HOLDER ’ tab and register with your following details: -

A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

• B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

• C. DOB/DOI : Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

• D. Bank Account Number : Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

Shareholders holding shares in physical form* but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

• Shareholders holding shares in NSDL form* , shall provide ‘D’ above

• Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

• Click “confirm” (Your password is now generated).

• Click on ‘Login’ under ‘ SHARE HOLDER ’ tab.

• Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘ Submit ’.

Cast your vote electronically:

1. After successful login, you will be able to see the notification for e-voting. Select ‘ View ’ icon.

2. E-voting page will appear.

3. Refer the Resolution description and cast your vote by selecting your desired option ‘ Favour / Against ’ (If you wish to view the entire Resolution details, click on the ‘ View Resolution ’ file link).

4. After selecting the desired option i.e. Favour / Against, click on ‘ Submit ’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘ Custodian / Mutual Fund / Corporate Body ’. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of

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attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘ Custodian / Mutual Fund / Corporate Body ’ login for the Scrutinizer to verify the same.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any sending a request at 022 - 2499 7000	technical issue in login can contact NSDL helpdesk by evoting@nsdl.co.inor call at : 022 - 4886 7000 and
Individual Shareholders holding securities in demat mode with CDSL	Members facing any sending a request at no. 1800 22 55 33	technical issue in login can contact CDSL helpdesk by helpdesk.evoting@cdslindia.comor contact at toll free

Individual Shareholders holding securities in Physical mode has forgotten the password:

If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘ Login ’ under ‘ SHARE HOLDER ’ tab and further Click ‘ forgot password? ’

o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

n) INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

Process and manner for attending the Annual General Meeting through InstaMeet:

1. Open the internet browser and launch the URL: https://instameet.linkintime.co.in & Click on “Login”.

2. Select the “ Company ” and ‘ Event Date ’ and register with your following details: -

3. A. Demat Account No. or Folio No : Enter your 16 digit Demat Account No. or Folio No

   • Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID

   • Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID

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• Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company

• B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

• C. Mobile No .: Enter your mobile number.

• D. Email ID : Enter your email id, as recorded with your DP/Company.

• Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).

Instructions for Shareholders/ Members to Speak during the Annual General Meeting through InstaMeet:

1. Shareholders who would like to speak during the meeting must register their request with the company.

2. Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.

3. Shareholders will receive “speaking serial number” once they mark attendance for the meeting.

4. Other shareholder may ask questions to the panellist, via active chat-board during the meeting.

5. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

Instructions for Shareholders/ Members to Vote during the Annual General Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

1. On the Shareholders VC page, click on the link for e-Voting “Cast your vote”

2. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on 'Submit'.

3. After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

4. Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against'.

5. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.

6. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note: Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet@linkintime.co.in or contact on: - Tel: 022-49186175.

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.

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1. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

2. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

3. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

4. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

5. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

6. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 15 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 15 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

7. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

8. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

9. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

o) PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders- Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

36. GENERAL INSTRUCTION AND INFORMATION FOR MEMBERS:

1. The Company has appointed Mr. Ravi Kapoor, Proprietor of M/s. Ravi Kapoor & Associates, Practising Company Secretaries, Ahmedabad as the Scrutinizer to scrutinize the remote e-voting & e-voting process in a fair and transparent manner.

2. The Scrutinizer shall, immediately after the conclusion of voting at the 17[th] AGM, count the votes cast at the Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses who are not in the employment of the Company and make, not later than 48 hours of conclusion of the Meeting, a Consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or to a person authorized by the Chairman in writing who shall countersign the same.

3. The Results declared, along with the Scrutinizer’s Report, shall be placed on the Company’s website i.e. www.deepindustries.com immediately after the Results is declared and communicated to the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited where the equity shares of the Company are listed.

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1. Since the 17[th] AGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.

Since the 17thAGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.	Since the 17thAGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.	Since the 17thAGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.
Contact Details:
Company	:	Deep Industries Limited CIN: L14292GJ2006PLC049371 Registered Office: 12A & 14, Abhishree Corporate Park, Ambli Bopal Road, Ambli, Ahmedabad – 380058 Email Id: cs@deepindustries.com
Registrar & Share Transfer Agent	:	Link Intime India Pvt. Ltd. 5thFloor, 506 to 508, Amarnath Business Centre – 1 (ABC-1), Beside Gala Business Centre, Near St. Xavier’s College Corner, Off C. G. Road, Ellisbridge, Ahmedabad – 380006 Tel No: +91 079 26465179 Fax: +91 022 4918 6060 Email Id: ahmedabad@linkintime.co.in Website: www.linkintime.co.in
Scrutinizer	:	Mr. Ravi Kapoor, Proprietor of M/s. Ravi Kapoor & Associates, Practising Company Secretaries Email Id: ravi@ravics.com

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EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013.

The statements pursuant to Section 102 of the Companies Act, 2013 setting out all the material facts relating to the Special Businesses mentioned in accompanying Notice are as follows:

SPECIAL BUSINESS:

Item No. 4

The Company is expected to render support for the business requirements of other companies in the group, from time to time. Therefore as per the provisions of Section 185 of the Companies Act, 2013 read with recent amendments notified by the Ministry of Corporate Affairs, the Company with the approval of members by way of passing special resolution will be able to increase the overall limit to advance loan to Subsidiaries/ Joint Ventures /Associates/ other Companies/ Firms in which Directors are interested directly or indirectly from Rs. 100 Crores to Rs. 200 Crores. Further the Companies which avail the borrowings will utilize the same for it’s principal business activities.

Hence, in order to enable the Company to advance loan to Subsidiaries/ Joint Ventures /Associates/ other Companies/ Firms in which Directors are interested directly or indirectly under section 185 of the Companies Act, 2013 requires approval of members by way of passing Special Resolution.

The Board of Directors recommends the resolution as set out in Item No. 4 of the accompanying notice for the approval of the Shareholders of the Company as a Special Resolution.

None of the other Directors and Key Managerial Personnel of the Company or their respective relatives is in any way, concerned or interested, financial or otherwise, in the said resolution except to the extent of their shareholding in the Company, if any.

Item No.5

Mr. Dharen Savla being part of Promoter and Promoter Group and brother of Mr. Paras Savla, Chairman and Managing Director of the Company, was appointed as President w.e.f. August 01, 2022 and holding as place of profit under Section 188(1)(f) of Companies Act, 2013 (“the Act”) read with the Companies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 at remuneration upto Rs. 6,00,000 per month, subject to approval of the Shareholders of the Company.

Mr. Dharen Savla has been associated with the Company and gave his best for Company’s immense growth. Now for his continue guidance and leadership and as recommendation received from Nomination and Remuneration Committee and Audit Committee, the Board proposed resolution to revise remuneration of Mr. Dharen Savla, President w.e.f. October 01, 2023.

All disclosures prescribed to be given under the provisions of the Companies Act, 2013 and the Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014 are provided in the table appended below for the perusal of members:

**Sr. No. **	Particulars	Informations / Comments
1.	Name of related party and Nature of Relationship;	Mr. Dharen Savla being a part of promoter and promoter group and brother of Mr. Paras Savla, Chairman and Managing Director of the Company.
2.	Nature, duration of the contract and particulars of the contract or arrangement;	Mr. Dharen Savla was appointed as a president of the Company w.e.f August, 01 2022 for the betterment of the company.
3.	Material terms of contract or arrangement including the value if any;	Appointed with monetary remuneration of upto Rs. 6,00,000. Per month and other perquisites and amenities as placed before the shareholders for their approval.
4.	Any advance paid or received for the contract or arrangements, if any;	No
5.	Manner of determining the pricing and other commercial terms both included as part of contract and not consideredas part of the contract;	Mr. Dharen Savla is appointed as a president of the company and therefore information under this serial number is not applicable.
6.	whether all factors relevant to the contract have been considered, if not, the details of factors not considered with the rationale for not considering those factors;	Yes

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Members are hereby informed that pursuant to second proviso of Section 188(1) of the Companies Act, 2013 and in terms of provisions of Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, no member of the Company who is a related party shall vote on this ordinary resolution to approve such contract or arrangement.

The Board of Directors recommends the resolution as set out in Item No. 5 of the accompanying notice for the approval of the Shareholders of the Company as an Ordinary Resolution.

Except Mr. Dharen Savla and Mr. Paras Savla and/or their relative(s), none of the other Director(s) and/or Key Managerial Personnel(s) of the Company and/or their respective relatives are in any way, concerned or interested, financial or otherwise, in the said resolution except to the extent of their shareholding in the Company, if any.

Item No. 6:

The Board of Director, on the recommendation of the Nomination and Remuneration Committee in its meeting held on August 01, 2023, appointed Mr. Ashokkumar Ratilal Patel (DIN: 09451821) as Additional Director (Non-Executive Independent Director) of the Company for the first period of five (5) years effective from August 01, 2023 to July 31, 2028.

Brief resume of Mr. Ashokkumar Ratilal Patel is provided in the annexure to the Notice.

The Board of Directors recommends the resolution as set out in Item No. 6 of the accompanying notice for the approval of the Shareholders of the Company as an Ordinary Resolution.

Except Mr. Ashokkumar Ratilal Patel and his relatives, none of the other Directors and Key Managerial Personnel of the Company or their respective relatives is in any way, concerned or interested, financial or otherwise, in the said resolution except to the extent of their shareholding in the Company, if any.

Item No. 7:

Regulation 23 of the SEBI Listing Regulations, inter alia, provides that all the Material Related Party Transactions (‘RPT’) shall require prior approval of the shareholders by means of an Ordinary Resolution, even if such transaction(s) are in the ordinary course of business and at an arm’s length pricing basis. A transaction with a Related Party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds Rs. 1,000 crore or 10% of the annual consolidated turnover of a listed entity as per the last audited financial statements of the listed entity, whichever is lower. Regulation 2(1)(zc) of the SEBI Listing Regulations defines related party transaction to mean a transaction involving transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity, regardless of whether a price is charged or not.

In view of the above mentioned regulatory requirement the Resolutions No.7 is placed for approval by the Members. The Management has provided the Audit Committee and board members with relevant details of the proposed RPTs, including material terms and basis of pricing. The Audit Committee, after reviewing all necessary information, has recommended for the approval to enter into the Related Party transactions. The Audit Committee and Board has noted that the said transaction(s) will be at an arm’s length pricing basis and will be in the ordinary course of business.

Background, details and rationale of transaction:

Deep Industries Limited (‘DIL’), being a flagship entity extends financial assistance to various entities of DIL Group on need basis, in form of corporate guarantee/ revolving interest bearing inter corporate deposits/ loans/ advances. In a similar manner, the Company may also seek financial assistance from other entities of DIL Group for business purposes.

The financial assistance will be utilised by the borrowing entity(ies) for its business purposes including expansion, working capital requirements and other business purposes. The financial assistance would be unsecured with repayment over a period of one - three years from date of disbursement; however, the borrowing entity (which may include the Company) will have the right to make pre-payment, without any pre-payment penalty during the tenor of relevant financial assistance. The financial assistance will carry interest at appropriate market rate prevailing at the time of disbursement and may vary depending upon the credit profile of the borrowing entity(ies).

Details of the proposed Related Party Transactions between DIL and Deep Onshore Drilling Services Private Limited, including the information required to be disclosed in the Explanatory Statement pursuant to the SEBI Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2021/662 dated 22 November 2021, are as follows:

Sr. No	Particulars	Details
1.	Name of the Related Party and its relationship with the Company or its subsidiary, including nature of its concern or interest (financial or otherwise).	Deep Onshore Drilling Services Private Limited (‘DODSPL’) is a subsidiary of the Company. Deep Industries Limited (‘DIL’) is in the business of Oil and gas field services. DODSPL is a Related Party of the Company, as on the date of this Notice.

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			ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED
2.		Type, Material terms and particulars of the proposed transactions	The Company proposes to enter into transaction such as sale / purchase and/or infusion of working capital as and when required and/or to give corporate guarantee in lieu of loan taken by its subsidiaryi.e. DODSPL.
3.		Tenure of proposed transaction	For the period of 3 years w.e.f. the date of passing of this resolution.
4.		Value of proposed transaction	For an aggregate value not exceeding Rs. 70 crores.
5.		Value of RPT as % (appx.) of Company’s audited consolidated annual turnover of Rs. 341.34 Crores for the financialyear 2022-23	14.65%
6.		If the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary:	The Company may infuse Inter Corporate Deposit(s) in single or multiple tranches from its internal accruals or borrowed funds.
	a)	details of source of funds in connection with theproposed transaction.
	b)	Where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments- nature of indebtedness, cost of funds and tenure.	None
	c)	Applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature or security; and	The financial assistance would be unsecured with repayment over a period of one - three years from date of disbursement; however, the borrowing entity will have the right to make pre-payment, without any pre-payment penalty during the tenor of relevant financial assistance. The financial assistance will carry interest at appropriate market rate prevailing at the time of disbursement and may vary depending upon the credit profile of DODSPL.
	d)	the purpose for which the funds will be utilized by the ultimate beneficiary of such fundspursuant to the relatedpartytransaction	The financial assistance will be utilised by DODSPL for its business purposes including expansion, working capital requirements and other businesspurposes as mentioned in Note no 2 of this table.
7.		Justification as to why the RPT is in the interest of the listed entity.	Please refer to “Back ground, details and rationale of the transaction” which forms part of explanatory statement to the resolution no. 7.
8.		Copy of the valuation or other external party report, if any such report has been relied upon.	Since the company has made valuation of Rs. 70 crores of this proposed related party transaction on ad-hoc basis and not relying on any external party report therefore this disclosure requirement is not applicable to the Company.
9.		Any other information that may be relevant	Nil

Pursuant to the provisions of Regulation 23 of SEBI Listing Regulations, no related party shall vote on above resolution. The Board recommends the members to pass the above resolution as an Ordinary Resolution.

Mr. Paras Shantilal Savla and Mr. Rupesh Kantilal Savla and their immediate relatives are deemed to be concerned or interested in this resolution. None of the other Directors, Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financially or otherwise, in the resolution, except to the extent of their respective Shareholding, if any, in the Company.

Accordingly, the Board recommends passing of the Resolution set out in Item No. 7 of the accompanying Notice as an Ordinary Resolution.

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ANNEXURE TO THE NOTICE

Details of Directors seeking Appointment/Re-appointment at the 17[th] Annual General Meeting (Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India on General Meetings).

Name of the Director	Mr. Rohan Shah	Mr. Rohan Shah	Mr. Ashokkumar Ratilal Patel
DIN	09154526		09451821
Date of Birth	August 28, 1979		July 12, 1958
Age in years	44 Years		65 Years
Date of First Appointment on the Board	June 24, 2021		August 01, 2023
Qualifications	He is a professionally qualified Chartered Accountant from the Institute of Chartered Accountants of India.		He is a professionally qualified Chartered Accountant from the Institute of Chartered Accountants of India. Currently he is holding Certificate of Practice since 2019. He is also a professionally qualified Cost Accountant from the Institute of Cost Accountants of India.
Nationality	Indian		Indian
Experience & Expertise	He holds more than 17 years of professional experience in the field of Finance, Accounts, Audit and Statutory Compliances.		He is a retired Executive Director of Oil and Natural Gas Corporation Ltd. (ONGC), A Maharatna Company having a vast experience of 28 years in handling various assignments such as Financial Accounting, Auditing, Cost Accounting, Budgeting, SAP, Project Evaluation, Taxation and Statutory Compliances at ONGC.
Brief Resume	Please refer Company’s website:	www .de	epindustries.com for detailed profile.
Terms and Conditions of appointment or re-appointment along with remuneration sought to be paid.	In terms of Section 152 of the Companies Act, 2013, Mr. Rohan Shah who was appointed as a Whole-time Director and is liable to retire by rotation		Proposed to be appointed as Non-Executive Independent Director, not liable to retire by rotation.
Remuneration last drawn by such person, if any	`19.50 Lakhs as Chief Financial Officer (CFO) of the Company		Not Applicable
Shareholding in the Company as on March 31, 2023	Nil		None
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	He is Chief Financial Officer (CFO) of the Company		No inter-se relationship with Directors and KMP’s of Deep Industries Limited.
Number of Meetings of the Board attended during the year.	4		Not Applicable
Directorships held in other Listed Companies as on March 31, 2023 (other than Deep Industries Limited)	Nil		Ahasolar Technologies Limited
Directorship in other Companies	Nil		Nil
Memberships / Chairmanships of Committees (Audit and Stakeholder) includes all public companies (including this Company) and does not include private limited, foreign and Section 8 Companies as on March 31, 2023.	Nil		Nil
Information as required pursuant to Per Exchange Circular No. LIST/COMP/14/2018-19 Dated June 20, 2018 w.r.t. Enforcement of SEBI Orders Regarding Appointment of Directors by Listed Companies	He is not debarred from holding the Office of Director by virtue of any order of Securities and Exchange Board of India (SEBI) or any other such authority.		He is not debarred from holding the Office of Director by virtue of any order of Securities and Exchange Board of India (SEBI) or any other such authority.

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Names of Listed entities from which the person has resigned in the past 3 years	Nil	Nil
Skills and capabilities required for the role and the manner in which the proposed person meets such requirements	Not Applicable	He is having an experience in handling financial management and understanding of accounting and financial statements.
Justification for choosing the appointee for appointment as Independent Director	NA	Due to enrich experience and knowledge about Company’s Business.

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

OPERATIONS

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 charteredhire 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.

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• 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.

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ANNUAL RETURN

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.

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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.

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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.

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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.

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• 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.

Date : August 01, 2023 Place : Ahmedabad

For and on behalf of the Board sd/Paras Savla Chairman & Managing Director DIN:00145639

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ANNEXURE – A

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. Brief outline of the Company’s CSR Policy.

Deep Industries Limited has always been committed to the cause of social service and has repeatedly channelized a part of its resources and activities, such that it positively affects the society socially, ethically and also environmentally. Company’s CSR Policy is aimed at demonstrating care for the community through its focus on education & skill. In view of the same and in compliance with the provisions of Section 135 of the Companies Act, 2013 and rule made there under, the Company has framed a CSR Policy.

The Company has outlined the following thrust areas in the CSR Policy:

• i. Swasthya – Health, Safety and Environment, ii. Shiksha and Shodh – Education, Knowledge Enhancement and Research, and iii. Saath – Social care, concern and outreach in times of emergencies.

• The Composition of the CSR Committee.

Sr. No.	Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1.	Mr. Paras Savla	Chairman (Chairman & Managing Director)	2	2
2.	Mr. Rupesh Savla	Member (Managing Director)	2	2
3.	Mrs. Shaily Dedhia	Member (Independent Director)	2	2

1. Web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company.

Composition of CSR committee : http://www.deepindustries.com/committee-board-directors.html

CSR Policy : http://www.deepindustries.com/docs/CSR-Policy.pdf

CSR projects approved by the board : https://www.deepindustries.com/docs/Report-on-CSR.pdf

1. The details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report). – Not Applicable

2. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any. – Nil

3. Average Net Profit of the Company as per section 135(5) for last three financial years. – ` 4956.17 lakhs

4. a. Two percent of Average Net Profit of the Company as per section 135(5). – ` 99.12 Lakhs

5. b. Surplus arising out of the CSR projects or programs or activities of the previous financial years. – Nil

6. c. Amount required to be set off for the financial year, if any. – Nil

7. d. Total CSR obligation for the financial year (7a+7b-7c). – ` 99.12 Lakhs

8. a. CSR amount spent or unspent for the financial year.

Total Amount Spent for the Financial Year. (in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)
	Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
`100.00 Lakhs	Not Applicable

• b. Details of CSR amount spent against ongoing projects for the financial year. – Not Applicable

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• c. Details of CSR amount spent against other than ongoing projects for the financial year.

(1)	(2)	(3)	(4)	(5)	(5)	(6)	(7)	(8)	(8)
Sr. No.	Name of the Project.	Item from the list of activities in Schedule VII to the Act.	Local area (Yes/ No)	Location of theproject		Amount allocated for the project (in Rs.).	Mode of implementation - Direct (Yes/No)	Mode of implementation - Through implementing agency.
				State	District
								Name	CSR registration Number
1.	Contribution towards Education	promoting education	Yes	Gujarat	Ahmedabad	` 100.00 Lakhs	No	Deep Foundation	CSR00013518

• d. Amount spent in Administrative Overheads. – Nil

• e. Amount spent on Impact Assessment, if applicable. – Not Applicable

• f. Total amount spent for the Financial Year (8b+8c+8d+8e). – ` 100.00 Lakhs

• g. Excess amount for set off, if any

Sl No.	Particulars	Amount
i.	Two percent of average net profit of the company as per section 135(5)	`99.12 Lakhs
ii.	Total amount spent for the Financial Year	`100.00 Lakhs
iii.	Excess amount spent for the financial year [(ii)-(i)]	`0.88 Lakhs
iv.	Surplus arising out of the CSR projects or programs or activities of the previous financial years, if any	Nil
v.	Amount available for set off in succeeding financial years [(iii)-(iv)]	Nil

1. Details of Unspent CSR amount for the preceding three financial years. – Not Applicable

|Sr.
No.|Preceding
Financial
Year|Amount
transferred
to Unspent
CSR Account
under sub-
section (6)
of section 135
(in)|Balance Amount<br>in Unspent CSR<br>Account under<br>sub section (6)<br>of section 135<br>(in)|Amount
spent
in the
Financial
Year
(in)|Amount transferred to a<br>Fund specified under<br>Schedule VII as per second<br>proviso to sub section (5)<br>of section 135,if any|Amount transferred to a<br>Fund specified under<br>Schedule VII as per second<br>proviso to sub section (5)<br>of section 135,if any|Amount remaining<br>to be spent in<br>succeeding<br>financial years.<br>(in)
Registered
address|Deficiency,
if any|
|---|---|---|---|---|---|---|---|---|
||||||Amount
(in`)|Date of transfer|||
||||||Not Applicable||||

1. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year. – Not Applicable

Sl. No.	Short particulars of the property or asset(s) [including complete address and location of the property]	Pincode of the property or asset(s)	Date of creation	Amount of CSR amount spent (in Rs.)	Details of entity/ Authority/ beneficiary of the registered owner	Details of entity/ Authority/ beneficiary of the registered owner	Details of entity/ Authority/ beneficiary of the registered owner
(1)	(2)	(3)	(4)	(5)	(6)
					CSR Registration Registration Number, if applicable	Name	Registered address
Not Applicable

1. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5). – Not Applicable

For and on behalf of the Board sd/Paras Savla Chairman & Managing Director Chairman– CSR Committee DIN:00145639

Date : August 01, 2023 Place : Ahmedabad

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ANNEXURE-B Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

DEEP INDUSTRIES LIMITED

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Deep Industries Limited (herein after referred to as “Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the statutory compliances and expressing our opinion thereon.

We have verified the soft copies of records maintained by the Company. Based on our online verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31[st] March, 2023 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Deep Industries Limited (“the Company”) for the financial year ended on 31[st] March, 2023 and verified the provisions of the following acts, regulations and also their applicability as far as the Company is concerned during the period under Audit:

• (i) The Companies Act, 2013 (the Act) and the rules made there under;

• (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

• (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

• (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

• (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

• (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015

• (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;(During the year these Regulations were not applicable)

• (d) Securities And Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;(During the year these Regulations were not applicable)

• (e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Debt Securities) Regulations, 2021;- (During the year these Regulations were not applicable)

• (f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with clients;

• (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; and- (During the year these Regulations were not applicable)

• (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; - (During the year these Regulations were not applicable)

We have also examined compliance with applicable clauses of the following

1. Secretarial Standards issued by the Institute of Company Secretaries of India.

2. Provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

• i) The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non-Executive Directors and Independent Directors. During the year no changes took place in the composition of the Board of Directors and the same is in compliance with the provisions of the Act.

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ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

• ii) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

• iii) All decisions at Board Meetings & Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or the Committees of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there are no specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

For, Ravi Kapoor & Associates sd/Ravi Kapoor Company Secretary in practice FCS No. 2587 Date : 01.08.2023 C P No.: 2407 Place : Ahmedabad UDIN: F002587E000719237

This report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report.

Annexure 'A'

To

The Members, DEEP INDUSTRIES LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events, etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For, Ravi Kapoor & Associates sd/Ravi Kapoor Company Secretary in practice FCS No. 2587 Date : 01.08.2023 C P No.: 2407 Place : Ahmedabad UDIN: F002587E000719237

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ANNEXURE - C

DETAILS PURSUANT TO 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

• i The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2022-23 and the percentage increase in remuneration of each director, Chief Financial Officer and Company Secretary during the financial year 2022-23.

Sr. No	Name of the Director	Designation	Ratio of remuneration of each Director to median remuneration of employees	% increase in Remuneration in the FY2022-23
1.	Mr. Paras Savla	Chairman & Managing Director	11.06	0%
2.	Mr. Rupesh Savla	Managing Director	11.06	0%
3.	Mr. Rohan Shah	Whole – Time Director (Finance) & Chief Financial Officer	5.14	15%
4.	Dr. Kirit Shelat	Non-Executive Independent Director	-	-
5.	Mr. Hemendrakumar Shah	Non-Executive Independent Director	-	-
6.	Mrs. Shaily Dedhia	Non-Executive Independent Director	-	-
7.	CS Roshni Shah$	Company Secretary	Not Applicable	-
8.	CS Falak Patel*	Company Secretary	Not Applicable	-
9.	CS Shilpa Sharma#	Company Secretary	Not Applicable	-

• $ Resigned as Company Secretary w.e.f. August 08, 2022

• Appointed as as Company Secretary w.e.f August 09, 2022 and resigned w.e.f. September 13, 2022

• Appointed as Company Secretary w.e.f. November 10, 2022

Notes:

• a. The remuneration of Non-Executive Independent Directors includes only sitting fees paid to them for the financial year 2022-23.

• b. Median remuneration of the Company for all the employees is ` 3,79,710/- for the financial year 2022-23.

• i. The percentage increase in the median remuneration of employees in the financial year 2022-23: 34.20%

• ii. The number of permanent employees on the rolls of the Company: 603 as on March 31, 2023.

• iii. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

The average annual increase in the salaries of the employees, other than managerial personnel was 4.59%, whereas there is no change in Managerial Remuneration.

• iv. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

• v. Details pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 – None

• vi. The Company does not have any employee who has received remuneration during the financial year, which in aggregate exceeds Rs. 1.02 Cr.

• vii. Further, Company does not have any employee who employed for the part of the year and was in receipt of remuneration for any part of that year exceeding Rs. 8.50 Lakhs per month.

• viii. The statement containing the names of top ten employees will be made available on request sent to the Company on info@deepindustries.com.

For and on behalf of Board sd/Paras Savla Chairman & Managing Director DIN: 00145639

Date : August 01, 2023 Place : Ahmedabad

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ANNEXURE - D

DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2023 is given below and forms part of the Board’s Report.

A. CONSERVATION OF ENERGY:

• (i) The steps taken or impact on conservation of energy

• (ii) Steps taken by the Company for utilizing alternate sources of energy

Energy conservation continues to receive priority attention at all levels in the Company. All efforts are made to conserve and optimize use of energy by using natural gas as alternate fuel to run equipments, with continuous monitoring, improvement in maintenance systems and through improved operational techniques.

The Company is using equipment running on Natural Gas in place of Diesel.

• (iii) The Capital investment on energy conservation equipments

B. TECHNOLOGY ABSORPTION:

• (i) The efforts towards technology absorption

Updation of Technology is a continuous process, absorption implemented and adapted by the Company for innovation. Efforts are continuously made to adopt new products and technology required in the Oil and Gas Industry.

• (ii) The benefit derived like product improvement, cost reduction, product development or import substitution

• (iii) In case of imported technology (imported during the last three years reckoned from the begining of the financial year)

• (a) the details of technology imported

• (b) the year of import

• (c) whether the technology been fully absorbed

• (d) if not fully absorbed, areas where absorption has not taken place and the reasons thereof

• (iv) The expenditure incurred on Research and Development

C. FOREIGN EXCHANGE EARNING AND OUTGO:

FOREIGN EXCHANGE EARNING AND OUTGO:	FOREIGN EXCHANGE EARNING AND OUTGO:	FOREIGN EXCHANGE EARNING AND OUTGO:
(`in Lakhs)
Particulars	2022-23	2021-22
Foreign exchange earnings in terms of actual inflows	9725.09	8061.59
Foreign exchange outgo in terms of actual outflows	4295.60	2321.07

Date : August 01, 2023 Place : Ahmedabad

For and on behalf of the Board sd/Paras Savla Chairman & Managing Director DIN:00145639

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ANNEXURE – E

MANAGEMENT DISCUSSION AND ANALYSIS

Indian Oil and Gas Industry

The Global oil and gas (O&G) industry had a robust but volatile 2023. Indian Oil & Gas industry was no exception to it. At the start of the year strong energy demand was expected as the economy continued its recovery from the global pandemic. However Russia-Ukraine conflict introduced huge geopolitical uncertainties and caused energy priced to soar. This has only strengthened the intent of the nations across the world to bolster the Energy Security and Self Sufficiency while transitioning to greener sources of energy in the long term. The trident of Energy Security & self sufficiency, Supply chain diversification and transition to low carbon energy sources is in focus like never before.

India is now world’s third largest energy consumer and Indian Oil & Gas industry is entering 2024 with healthier balance sheet supported by record earnings made in 2023. India has got abundant reserves of Natural Gas , largely untapped. Natural Gas as a source of energy is greener and still cheaper. Government of India’s aim to increase the share of Natural Gas in primary energy basket from current 6.5% to 15% by 2030 opens up the doors for huge opportunities in natural gas domain. The shift towards natural gas will not only bring in larger share of greener energy but will also carry remarkable economic and strategic significance as India targets to stay on multi-year growth trajectory and need to harness the gas reserves to feed to the growth. It also saves us huge foreign exchange resources for us and increase our energy independence in a significant way.

According to IEA (India Energy Outlook 2021), primary energy demand is expected to nearly double to 1,123 million tonnes of oil equivalent, as the country’s gross domestic product (GDP) is expected to increase to US$ 8.6 trillion by 2040. Robust energy demand, focus on energy self sufficiency coupled with proactive reforms in energy policies sets the brighter outlook for Indian Oil & Gas Industry in the years ahead.

Industry structure and developments

The Oil and Gas industry is typically split into three segments mainly - Upstream, Midstream and Downstream.

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Upstream segment consists of exploration and production. Currently, the Indian Oil & Gas production is largely driven by state owned enterprises like ONGC & Oil India, though private explorers like RIL, Vedanta & Essar are increasing their dominance bringing in the efficiencies and technology much faster. This unique mix of state owned and private explorers has created a stable environment in terms of energy security with technological reforms. The fortune of upstream segment is largely tied up with realisation rates for the Oil & Gas output.

Midstream segment takes care of storage and transportation of oil and gas. This segment is largely made up of state owned giants like Indian Oil Corporation (IOCL) and Gas Authority of India Limited (GAIL) owing almost half of the transportation network of the country. Volumes are very important for midstream segment as huge transportation capacities requires those kind of volumes.

Downstream segment involves refining, processing and marketing of oil and gas and their derivatives. Downstream segment is relatively highly fragmented and here processing efficiencies plays a vital role.

Deep Industries Limited with pool of service offerings, is catering all three segments with presence in Drilling, Gas gathering, Gas Processing, Gas transmission and distribution.

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Deep Industries Limited is India’s ‘One Stop Solution’ provider to the Energy sector. We carry the vision to become major contributors to India’s Gas based economy with a focus on people, environment, innovation and technology. Our mission is to maximize stakeholders’ value by providing efficient services to ensure sustainable growth while catering to the needs of customers, partners, employees and society at large.

Currently, the company has got specialized onshore service offerings in providing Natural Gas Processing like Natural Gas Compression Services, Natural Gas Dehydration Services, CO2 Separation Services, etc. Apart from Natural Gas Processing, the company also provides Drilling Rigs Services & Workover Rigs Services and has also forayed into Integrated Project Management Services. Over three decades, Deep Industries Limited has invested a lot in technology to build a strong infrastructure and information system capabilities and has been an ‘Energy Infrastructure Equipment Solution Provider’ for every need of the Energy Sector including Oil and Gas field operations. The comprehensive services portfolio is well supported by skilled manpower and a wide range of equipments to be used in the industry right from Exploration & Production Services to the Mid Stream Services while maintaining safety and quality as an integral part of the work culture.

Indian Energy services market is expanding and furthering the Deep’s reach, we have recently forayed into the off-shore oil & gas support services market with the acquisition of Dolphin Offshore Enterprises (India) Limited. The offshore market holds decent potential as there are few players who can provide efficient services at reasonable cost. However, full impact of offshore business in deep’s overall performance will be a couple of years down the line.

FY23 has been a milestone year as Deep earned its highest ever Revenues and Profits. The unexecuted order book has grown to a record level of Rs 1,000 Cr. mark jumping 71% on YoY basis and further growing. With diversification to offshore support services, strong liquidity levels (Deep is zero net debt), buoyant revenue visibility of 2.5-3 years and a robust bidding pipeline, we hope to achieve newer and finer milestones of business performance in the years to come.

Green Initiative

Your Company’s all gas processing equipments are running on gas based engines which uses natural gas as fuel. Natural gas is a green form of gas which enables in less carbon emission.

Opportunities and Threats

The Energy Industry plays a crucial role in growth of civilization and lives of people.

Deep Industries Limited has faced many challenges in past and industry can face certain fundamental issues that can also hinder Deep’s path to progress and ambitions. Having said that, the opportunities largely outweigh the challenges and the company keeps the philosophy of converting challenges into opportunities. Deep Industries Limited confidently carries out:

• Largest outsourced natural gas compression service provider in India

• Only Company with presence in Gas Compression, Rigs services, Gas Dehydration and Integrated Project Management Services

• Multi-year contracts with long term client relationships

• Strong geographical diversity across India with presence in over 20 locations

• More than 30 years of Industry Experience with large clients in public and private space

• Diversified service spread smoothens segment specific risks

Company’s Services/ Segment-wise or products-wise performance

• Gas Compression Services:

Deep Industries Limited is the largest Natural Gas Compression service provider in India on chartered hire basis. The Company has executed various natural gas compression projects with various Public and Private sector Companies in India during last Three Decades. The Company executes compression contracts on turnkey basis, which includes supply of Equipment, Installation, Commissioning and Operation & Maintenance of gas engine driven compressor packages. The Company is able to provide the right solution to accommodate client’s time-frame and budget. The Company has built its equipment fleet to offer a wide range of compression requirements. Deep International DMCC, subsidiary of the Company has acquired number of Gas Compression packages in USA to cater business opportunities in Middle East countries. The Company has started executing various projects in International Market.

• Gas Dehydration, Conditioning & Processing

Generally gas produced from the wells is saturated with water and also contains heavier hydrocarbons (C6+). Water and heavy hydrocarbons need to be removed from the gas for its transmission through pipeline. As per Statutory compliance requirement, it is compulsory to maintain the water and hydrocarbon dew point below specified limits.

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Deep Industries Limited is the pioneer in providing Gas Dehydration Systems on Build, Own and Operate basis in India on charter hire basis. And the Company is one of the largest Gas Dehydration Service providers in the country. The process of Gas Dehydration is accomplished in two basic steps through which we sequentially lower the Water Dew Point and Hydrocarbon Dew Point to less than 0 DegC by removing water and heavier hydrocarbons from the source gas to meet PNGRB norms. The Company has efficiently commissioned Gas Dehydration Units of capacities upto 10 LSCMD per unit in a record time and designs packages to meet a wide range of applications with minimal changes required. The Company also maintains an intensive stock of spares to prevent any shutdowns as we understand the criticality of the process and it’s impact on clients.

Drilling and Workover Services

DEEP commands a health market position in the area of providing the Drilling and Workover Rig services on charter hire basis in India. Since last 16 years, DEEP has served long term contracts for Drilling rig and Workover services to variety of clients including PSU’s and Private E&P companies, and having the excellent track records in India. DEEP is having vision to expand the Rig business in overseas Market. DEEP is also approved Drilling Contractor in Kuwait Oil Company for providing the Rigs.

DEEP owns total 11 Nos. of Drilling and Workover Rig fleets ranging from 145 HP to 1000 HP, and having the tie-ups to provide the Rig up to 2000 HP. The Company has remarkably carried out and successfully completed various contracts for different operators and in diverse areas spreading from the Deserts of India, Ecosensitive Areas, and difficult Terrain of Mountain Range Areas.

DEEP is Capable to provide all Oilfield equipment pertaining to Drilling, Workover, Completion & Production on Charter, Rental &Dry Lease Hire basis. Our professional staff and fully operable fleet of drilling rigs and Workover rigs and technologies delivers for any operational need and helpful to quickly and safely deploy them at well site.

-

Integrated Project management Services

Deep Industries Limited has adopted the Integrated Project Management (IPM) as a turnkey solution to drill and complete a well or a number of wells under single contract. We have capabilities to provide pool of niche services involving highly technical jobs and services under one roof improves coordination, Time & Cost Management. We are the first Indian company to offer integrated solutions. The Company has adopted various services of Oil & Gas exploration since 2016 considering the opportunity in the space and unconventional energy being the future.

We are the one of the Indian incorporated company who has the unique combination of providing services to Upstream and midstream. Deep’s experience, expertise and quality equipment helps to deliver results to the challenging projects and meet stringent client demands.

The Company’s IPM services include:

• Drilling Services

• Cementing Services

• Drill Fluid Engineering

• Geophysical Logging, Mud Logging, wire line service

• Hydro Fracturing & Coiled tubing

• Procurement of Tangibles / Casing Running

• Well Completion Services – Workover operations to Production

Subsidiary

Raas Equipment Private Limited a subsidiary of Deep Industries Limited has established its green field facility for manufacturing & assembling of CNG Hydraulic Booster Compressor and CNG ON-Line Compressor. Our objective is to cater to the rapidly expanding City Gas Distribution network across India. The vision of our Prime Minister, Shri Narendra Modi and the roadmap from PNGRB has encouraged us to diversify into this sector and establish ourselves as a leading equipment manufacturer for oil and gas sector.

Our focus currently is to accelerate existing product penetration in the market. Booster compressor division is largely engaging in branding, marketing and efficiency improvement activities that will help the company to streamline production and sales. Next in line product integration is with CNG dispenser, CNG ON-Line compressor and Gas Processing Equipment. Technology development is a highly skilled job which requires design, testing, assembly, packaging, and various levels into development.

Your Company has in the year under review acquired Dolphin Offshore Enterprises (India) Limited through its wholly owned subsidiary Deep Onshore Services Private Limited under CIRP vide NCLT order dated 29[th] September, 2022. By virtue of this acquisition the Company will diversify its business in to offshore services.

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Outlook

Deep Industries Limited is in business of Oil and Gas field services and is specialized in providing Gas Compression Services, Drilling and Workover Services, Gas Dehydration, and also having expertise in Integrated Project management Services. In addition, the Company has been expanding its business through organic routes like entering into new services markets as well as inorganic routes like strategic tie-ups and acquisitions. The Company is also in the process of spreading its wings through venturing in to offshore services.

The Company has been building up and growing steadily since, primarily through:

• Conveniently & strategically located to Service Oil & Gas markets in India and globally

• Owns Fuel Efficient, latest Equipments to cater the need of Oil & Gas Industry

• Recruiting highly skilled technical staff

• Providing services at high quality of standards with peak performance

The Company has grown up to be a “One Stop Solution” provider for every need in Oil and Gas field operations by catering various equipment and services under rental and chartered-hire basis.

Risks and Concerns

Risks and uncertainties are an inherent part of every business, and yet it is important to identify the risks and take proactive steps to measure, minimize and mitigate them. The Company sees concerns in relation to the Scarcity of skilled personnel in market, Procurement Risk as not being able to procure rightly configured equipments in a timely manner and dependency on few clients.

The Company understands these risks can adversely impact fruition of both short-term operational and long-term strategic goals. Hence Risk management process is closely aligned with Company’s business planning process and control function whereby the Company identifies and evaluates risks as early as possible, applies strategies and tools to mitigate those risks and attempts to limit its overall impact on the business by adopting suitable measures and continuously revaluating those measures with a prime focus to mitigate those risks that pose a threat to its sustainable growth.

Internal control systems and their adequacy

The Company has put in a place an adequate and effective Internal Control Mechanism to ensure efficient conduct of its operations, security of assets, prevention and detection of frauds/errors, preserving accuracy and completeness of the accounting and business records and timely preparation of financial statements and related information. These internal control systems are then further supplemented by Internal Audit carried out by the Internal Auditor of the Company and periodical review by the management. The Company has put in place Proper and adequate controls, which are reviewed at regular intervals to ensure that the business decisions and transactions are properly authorized, correctly and timely reported and the assets are safeguarded from loss , damage and misuse.

In addition to above, the Company has formulated a Vigil Mechanism and Whistle Blower Policy for its Directors and employees of the Company for reporting genuine concern about unethical practices and suspected mal-practices.

Discussion on financial performance

Revenue from Operations

Discussion on financial performance	Discussion on financial performance	Discussion on financial performance	Discussion on financial performance	Discussion on financial performance	Discussion on financial performance	Discussion on financial performance
Revenue from Operations (`in Lakhs)
Nature of Services	FY 2022-23	FY 2021-22		Change		Change%
Gas Dehydration, Gas Compression , Work Over Operations and Integrated Project Management Services	30,118.36	27,156.68		2,961.68		10.91%
Total Business Income	30118.36	27,156.68		2,961.68		10.91%
(`in Lakhs)
Particulars			For 2022-23		For 2021-22
Revenue From Operation			30118.36		27,156.68
Earnings Before Interest, Taxes Depreciation & Amortization (EBITDA)			13589.75		11,486.52
Earnings before Depreciation, Taxes and Amortization (EBTDA)			13151.37		11,063.33
Profit before tax (PBT)			10456.11		8,737.01
Profit after tax (PAT)			7830.84		6,934.15

Further, the Company’s Other Income increased from 1,036.39 Lakhs to 2,041.22 lakhs whereby Other Expenses has decreased from 2,347.55 Lakhs to 2,278.05 lakhs.

Employees’ Remuneration & Benefits has marginally increased from 2,208.10 Lakhs to 2,598.15 lakhs which shows marginal increase of 17.66 % in actual terms and this also includes Directors’ Remuneration.

Interest & Financial Cost has increased from 423.20 Lakhs to 438.38 lakhs as compared to previous year. The Company’s Operating Expenses have rose from 12,150.90 Lakhs to 13,693.64 lakhs which commensurate with the increase in Revenue from Operations. Operating Expense as a percentage of Operating Income has increased from 44.74% to 45.47%.

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Material developments in Human Resources / Industrial Relations

The Company believes that the quality of the employees is the key to its success and is committed to equip them with skills. The Company provides to the employees a fair and equitable work environment and support from their peers with a view to develop their capabilities leaving them with the freedom to act and to take responsibilities for the task assigned. The Company has strongly embedded core values and all employees are trained and encouraged to use these values in their daily operations and the bases for making decisions. The Company’s management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance. This has helped to ensure all employees are aligned and focused on key objectives and key performance indicators critical for the Company’s performance. In order to meet steady flow of talent, Company has appointed experienced professionals in Technical as well as Commercial Departments. Apart from that, as a strategic policy, every year, Company hires new pool of talent from reputed technical / petroleum institutes through campus selection process.

In adding up, the Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Management. The Industrial relation of the Company with various suppliers, customers, financial lenders and employees is cordial. Total employees on the payroll of the Company as on March 31, 2023 are 603.

Health, Safety & Environment

Being a service provider to high risk industry, safety of employees is utmost priority of Company. While providing services, Company ensures compliance to all Rules and Regulations regarding Health, Safety and Environment protection. Imparting essential health and safety training such as MVT, Firefighting etc is being followed on regular basis.

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios and any change in Return on Net Worth, along with detailed explanations thereof.

Sr. No	Financial Ratios	KeyFinancial Ratios	KeyFinancial Ratios	Changes	Explanation
		2022-23	2021-22
1.	Debtors Turnover Ratio	3.01	2.13	improved by 41,31%	The better debtor turnover ratio is achieved mainly on account of improvement in collection cycle.
2.	Inventory Turnover	3.61	5.52	1.91	Inventory levels were high during the year due to higher number of projects under mobilization.
3.	Interest Coverage Ratio	24.85	21.65	Improved by 3.20 times	Increased profitability
4.	Current Ratio	3.65	4.68	22.01%	Current Liabilities were appearing high during year end in comparison to current assets.
5.	Debt Equity Ratio	0.05	0.02		There is a nominal increase in debt equity ratio
6.	Operating Profit Margin	29.39	29.91		Almost in line
7.	Net Profit Margin (%)	24.35%	24.60%		Almost in line
8.	Return on Net worth	10.31%*	10.34%*		Almost in line

*Net worth is Adjusted for Goodwill and Capital Work In Progress

Disclosure of Accounting Treatment

Standard Accounting procedure has been followed.

Cautionary Statement

Statements made in this Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations and predictions may be ‘forward looking statements’ within the meaning of applicable laws and regulations. The Company’s actual results, achievements may differ materially from those projected in any such forward looking Statements. The Company assumes no responsibility to publicly amend or revive any forward looking statements on the basis of subsequent developments, information or events.

For and on behalf of the Board sd/- Paras Savla Date : August 01, 2023 Chairman & Managing Director Place : Ahmedabad DIN:00145639

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ANNEXURE - F

REPORT ON CORPORATE GOVERNANCE

The Directors present the Company’s Report on Corporate Governance for the financial year ended on March 31, 2023.

1. Company’s Philosophy on Corporate Governance Collective consciousness of the organization to excel in all management practices to enable wealth maximization in an all-encompassing manner for society in entirely is the hallmark of governance at Deep Industries Limited (‘DIL’). Corporate governance in DIL reflects our value system. Through effective corporate governance, Board seeks to embed and sustain a culture that will enable DIL to fulfill its purpose and achieve its long-term strategic objectives, by building durable partnerships and upholding its core values of Integrity & Ethics, Respect, Customer, Safety, Excellence and Technology & Innovation.

DIL is committed to conducting business using highest standards of governance, ethics, and integrity. It’s strong and effective governance framework supports these values by addressing the potential risks that are crucial for its business and helps align the management responsibilities with the board’s oversight of the organization to realize its Vision “To be a leading solution provider to the Energy Sector catering to growing Global Energy needs and by focusing on people, environment and innovative technology.”. Our Code of Conduct, Ethics, Compliance, Sustainability Initiatives and CSR Activities help us to attain our Mission of ‘becoming a premier solution providing company committed to meet and exceed the requirement of the customers, employees, contractors and share holders’. Besides complying with the statutory guidelines, the Company has voluntarily adopted and evolved various practices of governance conforming to highest ethical and responsible standards of business. These practices reflect the way business is conducted and value is generated.

2. Board of Directors

• (a) Composition and Category of Directors

• The SEBI Listing Regulations mandate the Board of Directors shall have an optimum combination of Executive and Non – Executive Directors with at least one Woman Director. The Board’s actions and decisions are aligned with the Company’s best interests. The Board composition represents an optimal mix of professionalism, knowledge, expertise and experience which enables the Board to discharge its responsibilities and provide effective leadership to the business.

The Board of Company comprised of Six (6) Directors including One (1) Independent Woman Director with 50% (Fifty percent) of it as Non – Executive Independent Directors as on March 31, 2023, details of which are as follows:-

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----- Start of picture text -----

Sr. No. Name of Directors Category and Position
1. Mr. Paras S. Savla Promoter, Executive Chairman and Managing Director
2. Mr. Rupesh K. Savla Promoter - Executive and Managing Director
3. Mr. Rohan V. Shah Professional- Executive Whole – Time Director (Finance) and
Chief Financial Officer
4. Dr. Kirit Shelat Non-Executive Independent Director
5. Mr. Hemendrakumar Shah Non-Executive Independent Director
6. Mrs. Shaily Dedhia Non-Executive Independent Director
----- End of picture text -----

At the ensuing Annual General Meeting (“ AGM ”), details of the Directors with respect to the Director retiring and seeking re-appointment and directors sought to be appointed, are as under:-

Mr. Rohan Shah , Whole – Time Director (Finance) Director of the Company retires by rotation and being eligible offers himself for re-appointment. The notice calling the 17[th] AGM sets out the relevant details of his re-appointment. Mr. Ashokkumar Ratilal Patel, (DIN: 09451821) Additional Non-Executive Independent Director of the Company as recommended by the Nomination and Remuneration Committee and Board of Directors of the Company at their respective meeting(s) held on August 01, 2023 and being eligible offers himself for appointment as an NonExecutive Independent Director of the Company.

(b) Attendance of each director at the meeting of Board of Directors and the last Annual General Meeting

Sr. No.	Name of the Directors	Number of Board Meetings attended	Last AGM attended(Yes/No)
1.	Mr. Paras Savla	4/4	Yes
2.	Mr. Rupesh Savla	4/4	Yes
3.	Mr. Rohan Shah	4/4	Yes
4.	Dr. Kirit Shelat	4/4	Yes
5.	Mr. Hemendrakumar Shah	4/4	Yes
6.	Mrs. Shaily Dedhia	4/4	Yes

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• (c) Number of other Board of Directors or Committees in which a Directors are Member or Chairperson and the names of the listed entities where they are directors and the category of their directorship

Sr. No.	Name of the Director(s)	No. of other Directorships^	Committee Membership/ Chairmanship of other Companies^^	Committee Membership/ Chairmanship of other Companies^^	Directorship held in other listed Companies including category of Directorship
			Member	Chairperson
1.	Mr. Paras Savla	03	–	–	Director:
					a. Adinath Exim Resources Ltd.
2.	Mr. Rupesh Savla	03	–	–	–
3.	Mr. Rohan Shah	–	–	–	–
4.	Dr. Kirit Shelat	–	–	–	–
5.	Mr. Hemendrakumar Shah	06	04	02	Independent Director:- a. Deep Energy Resources Ltd. b. Asian Granito India Limited, c. Sakar Healthcare Limited, d. Denis Chem Lab Limited e. Prism Finance Limited f. Optimized Solutions Limited
6.	Mrs. Shaily Dedhia	05	07	01	Independent Director:- a. Deep Energy Resources Ltd. b. Vadilal Industries Limited c. Dolphin Offshore Enterprises (India) Limited

1. None of the Director on the Board is a member of more than ten (10) Committees and Chairman of more than five (5) Committees (Committees includes Audit Committee and Stakeholders Relationship Committee as per Regulation 26 of the Listing Regulations), across all the listed Companies in which he/she is a Director. The necessary disclosures regarding Committee positions have been disclosed by all the Directors. None of the Independent Directors serve as an Independent Director in more than seven (7) listed entities.

2. It is affirmed that none of the Directors on the Board holds directorships in more than ten public companies. None of the Directors serves as a director on more than seven listed entities. Necessary disclosures regarding Committee positions in other public companies as on 31[st] March, 2023 have been made by the Directors.

Note:

^ Including Directorship of Public Companies and Private Companies other than Deep Industries Limited. ^^For the purpose of the memberships/ Chairmanship of Committees, only the Audit Committee and Stakeholders Relationship Committee of Public Limited Companies other than Deep Industries Limited are considered.

(d) Number of Board Meetings held during the year 2022-23

Four (4) Board Meetings were held during the year 2022-23 i.e. on May 07, 2022, August 08, 2022, November 10, 2022 and February 06, 2023. The gap between two consecutive meetings of the Board never exceeded 120 days.

During the year, the Board of the Directors of the Company had passed two resolutions by way of passing of resolution by Circulation by majority on June 13, 2022 and March 22, 2023 and the Board took note of the same in the next Board Meetings held after circular resolution passed.

Disclosure of relationships between Directors inter-se

None of the Directors of the Company are related to each other and there are no inter-se relationships between the Directors as on March 31, 2023.

(e) Number of Shares held by Non-Executive Directors

None of the Non-Executive Directors hold any direct shareholding in the Company.

(f) Chart or a Matrix setting out the Skills/Expertise/Competence of the Board of Directors

Company’s Board is a skill-based Board comprising of Directors who collectively have the differential skills, knowledge and experience to effectively govern and direct the organization. The following is the list of core skills/ expertise/competencies identified by the Board of Directors as required in the context of the Company’s business for it to function effectively:

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Skills/Expertise/Competence identified by the Board of Directors	Names of Directors who have such skills / expertise / competence
Significant leadership and effective decision making competence which drive a change and a growth in the Company’s overall objectives.	Mr. Paras Savla and Mr. Rupesh Savla
Knowledge of Company’s business policies, major risks/threats and potential opportunities, technical /professional skills and specialized knowledge of Company’s business.	Mr. Paras Savla, Mr. Rupesh Savla, Mr. Rohan Shah, Dr. Kirit Shelat, Mr. Hemendrakumar Shah and Mrs. Shaily Dedhia
Experience in handling financial management and understanding accounting and financial statements.	Mr. Paras Savla, Mr. Rupesh Savla, Mr. Rohan Shah and Mr. Hemendrakumar Shah
Implementation of good corporate governance practices for a long term sustainable growth of the Company and protecting stakeholders’ interest.	Mr. Paras Savla, Mr. Rupesh Savla, Mr. Rohan Shah, Dr. Kirit Shelat, Mr. Hemendrakumar Shah and Mrs. Shaily Dedhia
Technical/Professional skills and specialized knowledge to assist the ongoing aspects of the business.	Mr. Paras Savla, Mr. Rupesh Savla and Mr. Rohan Shah
Ability to identify and monitor risks of the Company.	Mr. Paras Savla, Mr. Rupesh Savla, Mr. Rohan Shah, Dr. Kirit Shelat, Mr. Hemendrakumar Shah and Mrs. Shaily Dedhia

This criteria is designed to ensure the Board consists of individuals with a balance of skills to oversee the organization, achieve the goals and direct the Company’s future and it is not necessary that all Directors possess all skills/ expertise listed therein.

(g) Code of Business Conduct

The Company has adopted Code of Business Conduct, which is applicable to all members of Board of Directors and Senior Management of the Company in terms of Regulation 17(5) of SEBI Listing Regulations. The Code of Conduct also includes the duties of Independent Directors as per Schedule IV of Companies Act, 2013 on Code for Independent Directors. Further, all Board Members and Senior Management Personnel have affirmed compliance of the Code. A declaration signed by the Mr. Paras Savla, Chairman & Managing Director to this effect, is attached at the end of this report. The Code of Business Conduct is available on the website of the Company www.deepindustries.com.

(h) Code of Conduct for Prohibition of Insider Trading

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Board of Directors of the Company has adopted a Code of Conduct to Regulate, Monitor, Report Trading by Insiders to determine the insider trading in the securities of the Company based on the unpublished price sensitive information and Code of practices and procedures for fair disclosure of unpublished price sensitive information for adhering to the principles of fair disclosure.

(i) Independent Directors

• Details of familiarization programme imparted to Independent Directors

As per Regulation 25(7) of SEBI Listing Regulations, the Independent Directors of the Company need to be imparted with familiarization Programs. All new directors who are appointed as Directors of the company are before such appointment taken through an introductory familiarization program/ presentation covering the necessary history and background of the Company and also briefed about the growth and various other achievements of the company. All Independent Directors are also familiarized with the Guidelines of professional conduct, Role, Function and Duties as an Independent Director under the Companies Act and applicable SEBI Listing Regulations. As a part of familiarisation programme as required under SEBI Regulations, the Independent Directors are apprised during the Board /Committee Meetings on the industry / market trends, Company’s operations, governance, internal control process and other relevant matters. The details of familiarization programme imparted to independent directors are available on the website of the Company www.deepindustries.com. The weblink is https://www.deepindustries.com/policies.html.

• Confirmation as regards Independence of Independent Directors

Based on the confirmation or declarations received from the Independent Directors, the Board of Directors confirm that in its opinion, the Independent Directors fulfill the conditions specified in Regulation 16(1)(b) of

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SEBI Listing Regulations and section 149(6) of the Companies Act, 2013 and that all the Independent Directors of the Company are independent from the Management.

• Reasons for the resignation of an Independent Director

• During the period under review none of the Independent Directors of the Company have resigned from the board of the Company.

3. Audit Committee

Brief description of terms of reference

The Audit Committee acts as a link among the Management, the Statutory Auditors, Internal Auditors and the Board of Directors to oversee the financial reporting process of the Company. The Committee’s purpose is to monitor financial reporting processes, review the Company’s established system and processes for internal financial controls, governance and to review the Company’s statutory and internal audit activities.The Company Secretary of the Company acts as a Secretary to the Committee. The Chairman of the Committee is an Independent Director having knowledge in Finance.

Broad Terms of Reference of the Committee inter-alia include:

• Recommending appointment/re-appointment and remuneration of Auditors to the Board and performance evaluation of Auditors of the Company;

• Review of management discussion and analysis of financial condition and results of operations

• Review of management letters / letters of internal control weaknesses issued by the statutory auditors

• Review of internal audit reports relating to internal control weaknesses

• Review of Company’s financial statements, internal financial reporting process and the audit process;

• Review of adequacy, reliability and effectiveness of internal financial controls, risk management process and vigil mechanism;

• Approval of related party transactions;

• Monitoring of process for compliance with laws, regulations and the code of conduct;

• Review of compliance with provision of SEBI Insider Trading Regulations, 2015;

• Scrutiny of inter-corporate loans and investments.

Meetings, Attendance & Composition of the Audit Committee:

Four (4) Audit Committee Meetings were held during the year 2022-23 i.e. on May 07, 2022, August 08, 2022, November 10, 2022 and February 06, 2023. The gap between two consecutive meetings of the Audit Committee never exceeded 120 days.

The composition of the Audit Committee and the details of the meetings attended by its members during the financial year ended March 31, 2023 are as under:

Sr. No.	Name	Category of Directors	Designation	No. of meetings held	No. of meetings attended
1.	Mr. Hemendrakumar Shah	Non-Executive Independent Director	Chairman	4	4
2.	Dr. Kirit Shelat	Non-Executive Independent Director	Member	4	4
3.	Mr. Paras Savla	Chairman and Managing Director	Member	4	4
4.	Mrs. Shaily Dedhia	Non-Executive Independent Director	Member	4	4

4. Nomination and Remuneration Committee (NRC)

The Nomination and Remuneration Committee (NRC) has been constituted in compliance with the requirements mandated under Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations. Apart from the above, the Committee also carries out such functions/ responsibilities entrusted on it by the Board of Directors from time to time. The Company Secretary of the Company acts as a Secretary to the Committee.

Broad Terms of Reference of the Committee inter-alia include:

• Formulation of criteria for determining qualifications, positive attributes and independence of director and recommending to the Board a policy, relating to remuneration for the directors, key managerial personnel and other senior level employees;

• Identify Independent Directors to be inducted into the Board from time to time and take steps to refresh the composition of the Board from time to time;

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• Formulation of criteria for evaluation of performance of Independent Directors and the Board;

• Devising a policy on diversity of Board of Directors;

• Identification of persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal;

• To decide whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors;

• Recommend to the board, all remuneration, in whatever form, payable to senior management;

• To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modification, as may be applicable.

Meetings, Attendance & Composition of the NRC Committee:

Four (4) NRC Committee Meetings were held during the year 2022-23 i.e. on May 07, 2022, August 08, 2022 and November 10, 2022 and February 06, 2023.

The composition of the NRC Committee and the details of the meetings attended by its members during the financial year ended March 31, 2023 are as under:

year	ended March 31, 2023 are as	under:
Sr. No.	Name	Category of Directors	Designation	No. of meetings held	No. of meetings attended
1.	Dr. Kirit Shelat	Non-Executive Independent Director	Chairman	4	4
2.	Mr. Hemendrakumar Shah	Non-Executive Independent Director	Member	4	4
3.	Mr. Paras Savla	Chairman and Managing Director	Member	4	4
4.	Mrs. Shaily Dedhia	Non-Executive Independent Director	Member	4	4

The Nomination and Remuneration Committee have laid down the manner in which formal evaluation of the performance of the Board, its Committees and Individual Directors has to be made, which is broadly in compliance with the Guidance Note on Board Evaluation issued the by SEBI vide its Circular dated January 5, 2017 and the said criteria includes aspects like Qualifications, Experience, Knowledge and Competency, Structure of Board, Regularity of meetings, Contribution and Integrity, Independence, Independent views and judgment, Evaluation of Risk. The Nomination and Remuneration Policy is available on the website of the Company www.deepindustries.com and the weblink of the same is https://www.deepindustries.com/policies.html.

(a) Annual Evaluation of Board of Directors and Independent Directors

During the year, the Board of Directors, Independent Directors and Nomination & Remuneration Committee carried out an annual evaluation of performance of all Individual Directors including Independent Directors, Board as a whole, Committee of the Board and the Chairman of the Company based on various parameters or criteria pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and Nomination & Remuneration policy of the Company.

(b) Meeting of Independent Directors

A separate meeting of Independent Directors of the Company without the presence of the Executive Directors & the Management Representatives was held on February 06, 2023. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

5. Stakeholders’ Relationship Committee (SRC)

The Stakeholders’ Relationship Committee (SRC) has been constituted by the Board of the Directors in accordance with the requirements mandated under Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of SEBI Listing Regulations.

Broad Terms of Reference of the Committee inter-alia include:

• Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

• Review of measures taken for effective exercise of voting rights by shareholders;

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• Review of various services being rendered by the Registrar & Share Transfer Agent;

• Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

Shareholders Complaints are redressed through SEBI Complaints Redress System (SCORES). Shareholders’ Complaints:

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----- Start of picture text -----

Particulars Complaints
No. of complaints pending as on April 1, 2022 0
No. of complaints received during the year 0
No. of complaints disposed off during the year 0
No. of complaints pending as on March 31, 2023 0
----- End of picture text -----

Meetings, Attendance & Composition of the SRC Committee:

Three (3) SRC Committee Meetings were held during the year 2022-23 i.e. on August 08, 2022, November 10, 2022 and February 06, 2023.

The composition of the SRC Committee and the details of the meetings attended by its members during the financial year ended March 31, 2023 are as under:

Sr. No.	Name	Category of Directors	Designation	No. of meetings held	No. of meetings attended
1.	Mr. Hemendrakumar Shah	Non-Executive Independent Director	Chairman	3	3
2.	Dr. Kirit Shelat	Non-Executive Independent Director	Member	3	3
3.	Mrs. Shaily Dedhia	Non-Executive Independent Director	Member	3	3

(a) Compliance Officer

Mrs. Shilpa Sharma was appointed as Company Secretary and Compliance Officer of the Company w.e.f November 10, 2022.

6. Risk Management Committee:

The Risk Management Committee (RMC) has been constituted by the Board of the Directors in accordance with the Regulation 21 read with Part D of Schedule II of SEBI Listing Regulations.

Broad Terms of Reference of the Committee inter-alia include:

• To formulate a detailed risk management policy;

• To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

• To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

• To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity.

• To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken.

• Meetings, Attendance & Composition of the RMC Committee:

Shareholders may note that since your company has been listed in the top 1000 listed company as per the market capitalization as on 31[st] March, 2023, the Board of Directors of the Company at its meeting held on 27[th] May, 2023 have constituted the RMC committee with following chairman and members:

Sr. No	Name of the Chairman/Member	Chairman/Member
1.	Mr. Paras Shantilal Savla	Chairman
2.	Mr. Rupesh Kantilal Savla	Member
3.	Mr. Rohan V. Shah	Member
4.	Ms. Shaily Dedhia	Member

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ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the board of directors. The composition of the RMC Committee and the details of the meetings attended by its members during the financial year ended March 31, 2023 are as under:

year	ended March 31, 2023 are as	under:
Sr. No.	Name	Category of Directors	Designation	No. of meetings held	No. of meetings attended
1.	Mr. Paras Shantilal Savla	Chairman & Managing Director	Chairman	Not Applicable	Not Applicable
2.	Mr. Rupesh Kantilal Savla	ManagingDirector	Member	Not Applicable	Not Applicable
3.	Mr. Rohan V. Shah	Whole-time Director	Member	Not Applicable	Not Applicable
4.	Ms. Shaily Dedhia	Non-Executive Independent Director	Member	Not Applicable	Not Applicable

7.

Remuneration of Directors

At the 16[th] Annual General Meeting held on September 27, 2022, the Shareholders of the Company have approved the revision in remuneration of Mr. Paras Savla, Chairman & Managing Director and Mr. Rupesh Savla, Managing Director pursuant to Section 196, 197 & 203 and Schedule V of the Companies Act, 2013. The managerial remuneration paid to Executive Directors during the financial year 2022-23 are as under:-

( ` in Lacs)

				(` in Lacs)
**Sr. No. **	Name of the Executive Director	Salary	Perquisites andAllowance	Total
1.	Mr. Paras Savla, Chairman & Managing Director	42.00	7.18	49.18
2.	Mr. Rupesh Savla, Managing Director	42.00	3.00	45.00
3.	Mr. Rohan Shah, Whole Time Director (Finance) and CFO	19.50	–	19.50

Note:

• a) They are free to resign their office by giving proper notice in writing to the Company.

• b) Performance Pay are the only components of remuneration that are performance-linked. All other components are fixed.

• c) There is no separate provision for payment of Severance Fees.

• d) The Company does not have a scheme for grant of stock options to its employees.

None of the Non-Executive Directors have any material pecuniary relationship or transactions with Company. Apart from sitting fees, Non-Executive Directors do not receive any other consideration. Further, the Non-Executive Directors are being paid sitting fees of Rs. 20,000/- (subject to tax deduction at source) for attending Board Meetings and Other Committee(s).

The total sitting fees paid to Non Executive Independent Directors during the financial year 2022-23 are as under:

( ` in Lacs)

		(` in Lacs)
Sr. No.	Name of the Non Executive Independent Director	Total sitting fees
1.	Dr. Kirit Shelat	0.80
2.	Mr. Hemendrakumar Shah	0.80
3.	Mrs. Shaily Dedhia	0.80

Other Committees:

a. Corporate Social Responsibility (CSR) Committee

The Corporate Social Responsibility (CSR) Committee has been constituted by the Board of the Directors in compliance with the requirements of Section 135 of the Act and rules made there under. The CSR Policy is available on the website of the Company www.deepindustries.com and the weblink of the same is https:// www.deepindustries.com/policies.html.

Broad Terms of Reference of the Committee inter-alia include:

• Formulation and recommendation to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

• Recommend the amount of expenditure to be incurred on the Corporate Social activities of the Company;

• Monitor the Corporate Social Responsibility Policy of the Company from time to time; and

• To perform all other acts and duties as may be required from time to time.

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Meetings, Attendance & Composition of the CSR Committee:

Two (2) CSR Committee Meetings were held during the year 2022-23 i.e. on August 08, 2022 and November 10, 2022.

The composition of the CSR Committee and the details of the meetings attended by its members during the financial year ended March 31, 2023 are as under:

Sr. No.	Name	Category of Directors	**Designation **	No. of meetings held	No. of meetings attended
1.	Mr. Paras Savla	Chairman and Managing Director	Chairman	2	2
2.	Mr. Rupesh Savla	Managing Director	Member	2	2
3.	Mrs. Shaily Dedhia	Non-Executive Independent Director	Member	2	2

b. Executive Committee

The Executive Committee has been constituted by the Board of the Directors to speed up the routine business matters and to comply with other statutory formalities of the Company.

Meetings, Attendance & Composition of the Executive Committee:

Fourteen (14) Executive Committee Meetings were held during the year 2022-23 i.e. on April 25, 2022, April 30, 2022, July 06, 2022, August 01, 2022, August 20, 2022, August 24, 2022, September 23, 2022, October 19, 2022, November 14, 2022, December 15, 2022, December 16, 2022, January 13, 2023, February 14, 2023 and March 20, 2023.

The composition of the Executive Committee and the details of the meetings attended by its members during the financial year ended March 31, 2023 are as under:

Sr. No.	Name	Category of Directors	**Designation **	No. of meetings held	No. of meetings attended
1.	Mr. Paras Savla	Chairman and Managing Director	Chairman	14	14
2.	Mr. Rupesh Savla	Managing Director	Member	14	14

8. General Body Meetings

Details of the AGMs held during last three years are as under

Year	Date	Venue	Time	No. of special resolutions passed
2021-22	27/09/2022	Through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”) deemed to be held at 12A & 14, Abhishree Corporate Park, Ambli Bopal Road, Ambli, Ahmedabad -380058, Gujarat.	11:00 A.M.	06
2020-21	16/09/2021		11:00 A.M.	03
2019-20	15/09/2020	12A & 14, Abhishree Corporate Park, Ambli Bopal Road, Ambli, Ahmedabad -380058, Gujarat.	11:00 A.M.	08

Details of Special Resolution Passed in the immediately preceding three AGMs

16[th] AGM · To approve increase in remuneration of Mr. Paras Savla, Chairman and Managing Director (DIN: 00145639) of the company.

• To approve increase in remuneration of Mr. Rupesh Savla, Managing Director (DIN:00126303) of the company.

• To make addition in main object clause of the Memorandum of Association of the Company.

• To accord consent to the Board to Create, Offer, Issue and allot securities amounting to ` 150 Crores pursuant to Section 42, 62 and all other applicable provisions of the Companies Act, 2013 and other applicable laws.

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ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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	ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED
15thAGM	- Appointment of Mr. Rohan Shah, CFO (DIN: 09154526) as Whole Time Director (Finance). - To approve Loans, Investments, Guarantee or Security under Section 185 of Companies Act, 2013. - To accord consent to the Board to Create, Offer, Issue and allot securities amounting to`150 Crores pursuant to Section 42, 62 and all other applicable provisions of the Companies Act, 2013 and other applicable laws.
14thAGM	- To Re-Designate Mr. Paras Shantilal Savla (DIN: 00145639) as a Chairman & Managing Director. - To Re-Designate Mr. Rupesh Kantilal Savla (DIN: 00126303) as a Managing Director. - To Re-Designate Mr. Dharen Shantilal Savla (DIN: 00145587) as a Whole Time Director. - To Approve Power of Borrowing under section 180(1)(c) of the Companies Act, 2013 not exceeding Rs. 750 Crore. - Creation/Modification of charges, mortgages, hypothecation on the immovable and movable properties of the company under section 180(1)(a) of the Companies Act, 2013. - Approval of Loans, Investments, Guarantee or Security under section 185 of Companies Act, 2013 upto an aggregate sum of60 Crore.<br>-<br>To create, offer, issue and allot securities amounting to150 Crores (Rupees One Hundred and Fifty Crores Only) pursuant to section 62(1) (C) and other applicable provisions of the Companies Act, 2013 and other applicable laws including laws which shall be applicable after the Autolisting of the Shares of the company, if any. - To change of name of the Company from Deep CH4 Limited to Deep Industries Limited and consequent Alteration of Memorandum of Association and Articles of Association of the Company.

During the year under review, the Company has passed following ordinary and special resolutions through Postal Ballot.

Details of Ordinary and Special Resolution Passed during the year under review through Postal Ballot

16thMarch, 2023

· Sub- Division of Every 1 (One) Equity Share of the Nominal/Face Value of Rs. 10/- (Rupees Ten Only) Each into 2 (Two) Equity Shares of the Nominal/Face Value of Rs. 5/- (Rupees Five Only) Each. · Alteration of Capital Clause of the Memorandum of Association of the Company. · To adopt the New Memorandum of Association as per Companies Act, 2013. · To consider and approve Material Related Party Transaction(S) proposed to be entered by Company.

In accordance to the provisions of Section 108 and 110 of the Companies Act, 2013 (“Act”) read with Rule 20 and 22 of Companies (Management and Administration) Rules, 2014 as amended (the “Rules”) including any statutory modification or re-enactment thereof for the time being in force, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard- 2 on General Meetings (“SS-2”) and any other applicable laws and regulations, if any, the above resolutions were passed by way of Ordinary & Special Resolutions through Postal Ballot to vote through Electronic Voting (E-voting).

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ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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Voting Pattern of above resolutions passed through Postal Ballot:

Resolution Required : (Ordinary) Whether promoter/ promoter group are interested in the agenda/ resolution?	Resolution Required : (Ordinary) Whether promoter/ promoter group are interested in the agenda/ resolution?	1 - Sub- division of every 1 (One) equity share of the nominal/face value of Rs. 10/- (Rupees Ten Only) each into 2 (Two) equity shares of the nominal/face value of Rs. 5/- (Rupees Five Only) each No	1 - Sub- division of every 1 (One) equity share of the nominal/face value of Rs. 10/- (Rupees Ten Only) each into 2 (Two) equity shares of the nominal/face value of Rs. 5/- (Rupees Five Only) each No	1 - Sub- division of every 1 (One) equity share of the nominal/face value of Rs. 10/- (Rupees Ten Only) each into 2 (Two) equity shares of the nominal/face value of Rs. 5/- (Rupees Five Only) each No	1 - Sub- division of every 1 (One) equity share of the nominal/face value of Rs. 10/- (Rupees Ten Only) each into 2 (Two) equity shares of the nominal/face value of Rs. 5/- (Rupees Five Only) each No	1 - Sub- division of every 1 (One) equity share of the nominal/face value of Rs. 10/- (Rupees Ten Only) each into 2 (Two) equity shares of the nominal/face value of Rs. 5/- (Rupees Five Only) each No	1 - Sub- division of every 1 (One) equity share of the nominal/face value of Rs. 10/- (Rupees Ten Only) each into 2 (Two) equity shares of the nominal/face value of Rs. 5/- (Rupees Five Only) each No	1 - Sub- division of every 1 (One) equity share of the nominal/face value of Rs. 10/- (Rupees Ten Only) each into 2 (Two) equity shares of the nominal/face value of Rs. 5/- (Rupees Five Only) each No	1 - Sub- division of every 1 (One) equity share of the nominal/face value of Rs. 10/- (Rupees Ten Only) each into 2 (Two) equity shares of the nominal/face value of Rs. 5/- (Rupees Five Only) each No
Category	Mode of Voting	No. of shares held [1]	No. of votes polled [2]	% of Votes Polled on outstanding shares [3]={[2]/[1]}*100	No. of Votes – in favour [4]	No. of Votes – Against [5]	% of Votes in favour on votes polled [6]={[4]/[2]}*100	% of Votes against on votes polled [7]={[5]/[2]}*100	No. of votes Invalid [8]
Promoter and Promoter Group	E-Voting	20316847	20316847	100.0000	20316847	0	100.0000	0.0000	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0
	Postal Ballot		0	0.0000	0	0	0.0000	0.0000	0
	Total		20316847	100.0000	20316847	0	100.0000	0.0000	0
Public Institutions	E-Voting	470490	26395	5.6101	26395	0	100.0000	0.0000	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0
	Postal Ballot		0	0.0000	0	0	0.0000	0.0000	0
	Total		26395	5.6101	26395	0	100.0000	0.0000	0
Public Non Institutions	E-Voting	11212663	535734	4.7779	535711	23	99.9957	0.0043	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0
	Postal Ballot		0	0.0000	0	0	0.0000	0.0000	0
	Total		535734	4.7779	535711	23	99.9957	0.0043	0
	Total	32000000	20878976	65.2468	20878953	23	99.9999	0.0001	0

Resolution Required : (Ordinary) 2 - Alteration of Capital Clause of the Memorandum of Association of the Company Whetherpromoter/promotergroupare interested in the agenda/resolution? No	Resolution Required : (Ordinary) 2 - Alteration of Capital Clause of the Memorandum of Association of the Company Whetherpromoter/promotergroupare interested in the agenda/resolution? No	Resolution Required : (Ordinary) 2 - Alteration of Capital Clause of the Memorandum of Association of the Company Whetherpromoter/promotergroupare interested in the agenda/resolution? No	Resolution Required : (Ordinary) 2 - Alteration of Capital Clause of the Memorandum of Association of the Company Whetherpromoter/promotergroupare interested in the agenda/resolution? No	Resolution Required : (Ordinary) 2 - Alteration of Capital Clause of the Memorandum of Association of the Company Whetherpromoter/promotergroupare interested in the agenda/resolution? No	Resolution Required : (Ordinary) 2 - Alteration of Capital Clause of the Memorandum of Association of the Company Whetherpromoter/promotergroupare interested in the agenda/resolution? No	Resolution Required : (Ordinary) 2 - Alteration of Capital Clause of the Memorandum of Association of the Company Whetherpromoter/promotergroupare interested in the agenda/resolution? No	Resolution Required : (Ordinary) 2 - Alteration of Capital Clause of the Memorandum of Association of the Company Whetherpromoter/promotergroupare interested in the agenda/resolution? No	Resolution Required : (Ordinary) 2 - Alteration of Capital Clause of the Memorandum of Association of the Company Whetherpromoter/promotergroupare interested in the agenda/resolution? No	Resolution Required : (Ordinary) 2 - Alteration of Capital Clause of the Memorandum of Association of the Company Whetherpromoter/promotergroupare interested in the agenda/resolution? No
Category	Mode of Voting	No. of shares held [1]	No. of votes polled [2]	% of Votes Polled on outstanding shares [3]={[2]/[1]}*100	No. of Votes – in favour [4]	No. of Votes – Against [5]	% of Votes in favour on votes polled [6]={[4]/[2]}*100	% of Votes against on votes polled [7]={[5]/[2]}*100	No. of votes Invalid [8]
Promoter and Promoter Group	E-Voting	20316847	20316847	100.0000	20316847	0	100.0000	0.0000	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0
	Postal Ballot		0	0.0000	0	0	0.0000	0.0000	0
	Total		20316847	100.0000	20316847	0	100.0000	0.0000	0
Public Institutions	E-Voting	470490	26395	5.6101	26395	0	100.0000	0.0000	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0
	Postal Ballot		0	0.0000	0	0	0.0000	0.0000	0
	Total		26395	5.6101	26395	0	100.0000	0.0000	0
Public Non Institutions	E-Voting	11212663	535189	4.7731	535149	40	99.9925	0.0075	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0
	Postal Ballot		0	0.0000	0	0	0.0000	0.0000	0
	Total		535189	4.7731	535149	40	99.9925	0.0075	0
	Total	32000000	20878431	65.2451	20878391	40	99.9998	0.0002	0

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Resolution Required : (Special) 3 - To adopt the new Memorandum of Association as per Companies Act, 2013 Whetherpromoter/promotergroupare interested in the agenda/resolution? No
Category	Mode of Voting	No. of shares held [1]	No. of votes polled [2]	% of Votes Polled on outstanding shares [3]={[2]/[1]}*100	No. of Votes – in favour [4]	No. of Votes – Against [5]	% of Votes in favour on votes polled [6]={[4]/[2]}*100	% of Votes against on votes polled [7]={[5]/[2]}*100	No. of votes Invalid [8]
Promoter and Promoter Group	E-Voting	20316847	20316847	100.0000	20316847	0	100.0000	0.0000	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0
	Postal Ballot		0	0.0000	0	0	0.0000	0.0000	0
	Total		20316847	100.0000	20316847	0	100.0000	0.0000	0
Public Institutions	E-Voting	470490	26395	5.6101	26395	0	100.0000	0.0000	0
	Poll	0	0.0000	0	0	0.0000	0.0000	0
	Postal Ballot	0	0.0000	0	0	0.0000	0.0000	0
	Total	26395	5.6101	26395	0	100.000	0 0.0000	0
Public Non Institutions	E-Voting	11212663	535189	4.7731	533331	1858	99.6528	0.3472	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0
	Postal Ballot		0	0.0000	0	0	0.0000	0.0000	0
	Total		535189	4.7731	533331	1858	99.6528	0.3472	0
	Total	32000000	20878431	65.2451	20876573	1858	99.9911	0.0089	0

Resolution Required : (Ordinary) 4 - To consider and approve Material Related Party Transaction(s) proposed to be entered by company Whetherpromoter/promotergroupare interested in the agenda/resolution? Yes	Resolution Required : (Ordinary) 4 - To consider and approve Material Related Party Transaction(s) proposed to be entered by company Whetherpromoter/promotergroupare interested in the agenda/resolution? Yes	Resolution Required : (Ordinary) 4 - To consider and approve Material Related Party Transaction(s) proposed to be entered by company Whetherpromoter/promotergroupare interested in the agenda/resolution? Yes	Resolution Required : (Ordinary) 4 - To consider and approve Material Related Party Transaction(s) proposed to be entered by company Whetherpromoter/promotergroupare interested in the agenda/resolution? Yes	Resolution Required : (Ordinary) 4 - To consider and approve Material Related Party Transaction(s) proposed to be entered by company Whetherpromoter/promotergroupare interested in the agenda/resolution? Yes	Resolution Required : (Ordinary) 4 - To consider and approve Material Related Party Transaction(s) proposed to be entered by company Whetherpromoter/promotergroupare interested in the agenda/resolution? Yes	Resolution Required : (Ordinary) 4 - To consider and approve Material Related Party Transaction(s) proposed to be entered by company Whetherpromoter/promotergroupare interested in the agenda/resolution? Yes	Resolution Required : (Ordinary) 4 - To consider and approve Material Related Party Transaction(s) proposed to be entered by company Whetherpromoter/promotergroupare interested in the agenda/resolution? Yes	Resolution Required : (Ordinary) 4 - To consider and approve Material Related Party Transaction(s) proposed to be entered by company Whetherpromoter/promotergroupare interested in the agenda/resolution? Yes	Resolution Required : (Ordinary) 4 - To consider and approve Material Related Party Transaction(s) proposed to be entered by company Whetherpromoter/promotergroupare interested in the agenda/resolution? Yes
Category	Mode of Voting	No. of shares held [1]	No. of votes polled [2]	% of Votes Polled on outstanding shares [3]={[2]/[1]}*100	No. of Votes – in favour [4]	No. of Votes – Against [5]	% of Votes in favour on votes polled [6]={[4]/[2]}*100	% of Votes against on votes polled [7]={[5]/[2]}*100	No. of votes Invalid [8]
Promoter and Promoter Group	E-Voting	20316847	97	0.0005	97	0	100.0000	0.0000	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0
	Postal Ballot		0	0.0000	0	0	0.0000	0.0000	0
	Total		97	0.0005	97	0	100.0000	0.0000	0
Public Institutions	E-Voting	470490	26395	5.6101	26395	0	100.0000	0.0000	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0
	Postal Ballot		0	0.0000	0	0	0.0000	0.0000	0
	Total		26395	5.6101	26395	0	100.0000	0.0000	0
Public Non Institutions	E-Voting	11212663	533805	4.7607	531614	2191	99.5896	0.4104	0
	Poll		0	0.0000	0	0	0.0000	0.0000	0
	Postal Ballot		0	0.0000	0	0	0.0000	0.0000	0
	Total		533805	4.7607	531614	2191	99.5896	0.4104	0
	Total	32000000	560297	1.7509	558106	2191	99.6090	0.3910	0

In compliance with the provisions of Sections 108, 110 and other applicable provisions of the Act, read with (i) Rule 20 and Rule 22 of the Rules, as amended; (ii) Regulation 44 of the SEBI Listing Regulations and (iii) MCA Circulars, the Company had provided E-voting facility, to its Members to enable them to cast their votes electronically. The instructions for E-voting were appended to the Postal Ballot Notice as circulated to the shareholders of the Company.

Mr. Ravi Kapoor, a Practising Company Secretary, (Membership No.: 2587), Partner, Ravi Kapoor & Associates, Company Secretaries acted as Scrutiniser for conducting the Postal Ballot in a fair and transparent manner.

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ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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9. Means of Communication

The Company had submitted quarterly/half-yearly and annual results to Stock Exchanges soon after the approval of Board of Directors at their respective meeting(s) and have taken on record these results and the same were published in Business Standard in English language and Jai Hind in Gujarati Newspaper within 48 hours of approval thereof and displayed on the Company’s website www.deepindustries.com. The Company also regularly intimates to the Stock Exchanges all price sensitive and other information which are material and relevant to the investors.

All important publish information(s) and official press releases, wherever required, are displayed on the website for the benefit of the public at large. Further, the financial results, press release, official news and presentations made to Institutional Investors or to the Analysts and audio recording of Analyst Calls, and transcripts, wherever required, are posted on and are displayed on website of the Company www.deepindustries.com shortly after its submission to the Stock Exchanges.

10. General Shareholders’ Information

• a. 17[th] Annual General Meeting

• Date and Time : Monday, September 25, 2023 at 11:00 a.m.

• • Venue : Through Video Conferencing/ Other Audio Visual Means. The venue of the meeting shall be deemed to be the Registered Office of the Company at 12A & 14, Abhishree Corporate Park, Ambli Bopal Road, Ambli, Ahmedabad-380058, Gujarat.

• b. Financial Year

• : April to March : The Dividend, if declared at AGM, will be paid within stipulated timelines as prescribed under law.

• c. Dividend Payment date

• d. Listing of Shares on : – BSE Limited Stock Exchanges Add.: Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001· – National Stock Exchange of India Limited(NSE) Address: Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex Bandra (E), Mumbai 400 051

• The Company has paid Annual Listing fees for the financial year 202223 and 2023-24 to both the above stock exchanges.

• e. Stock Code : BSE Script code : 543288 NSE Symbol : DEEPINDS ISIN Number : INE0FHS01016

The Company has paid Annual Listing fees for the financial year 202223 and 2023-24 to both the above stock exchanges.

• f. Market Price Data – High and Low during each month in the Financial Year 2022-23

Month	BSE	BSE	BSE	NSE	NSE	NSE
	High ()**|**Low ()	Volume (No. of shares)	High ()**|**Low ()	Volume (No. of shares)
April, 2022	288.7	223.8	1431389	273.5	260.45	81,749
May, 2022	274.8	192.6	433711	214.9	206.7	45,557
June, 2022	248.1	192.95	352351	206.35	196.4	1,92,903
July, 2022	216.9	187	239099	201.45	197.2	61,213
August, 2022	223.7	177.1	179912	223.35	216.95	93,430
September, 2022	291	213.8	403295	261	239.65	1,11,967
October, 2022	322.5	255.75	615866	312.8	299.55	94,835
November, 2022	304.75	249	245554	268	259.35	39,086
December, 2022	284.7	235.05	186184	285	265	1,61,945
January, 2023	322	258.7	262201	297.9	279.5	90,572
February, 2023	319.8	260.6	133868	276	263.8	37,732
March, 2023	282	250.85	132152	273	265.15	22,539

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g. Performance of the share price of the Company in comparison to the BSE Sensex

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h. Registrar and Share Transfer Agent

Name : Link Intime India Private Limited Address : 5[th] Floor, 506 to 508, Amarnath Business Centre – 1 (ABC-1), Beside Gala Business Centre, Near St. Xavier’s College Corner, Off C. G. Road, Ellisbridge, Ahmedabad – 380 006 Tel. No. : (079) 2646 5179 Fax : (022) 4918 6060 E-mail : ahmedabad@linkintime.co.in Website : www.linkintime.co.in

i. Share Transfer System

As the Company’s shares are compulsorily traded in the demat segment on the Stock Exchanges, all the work related to shares is undertaken by the Registrar and Share Transfer Agent of the Company i.e. Link Intime India Pvt. Ltd, Ahmedabad in pursuance of SEBI guidelines.

j. Distribution of Shareholding as on March 31, 2023

No. of equity shares held	No. of Shareholders	% of Shareholders	No. of Shares	% of Shareholding
1 to 500	17791	90.2821	1629895	5.0934
501 to 1000	905	4.5925	712546	2.2267
1001 to 2000	489	2.4815	742624	2.3207
2001 to 3000	182	0.9236	465885	1.4559
3001 to 4000	80	0.4060	289088	0.9034
4001 to 5000	64	0.3248	299673	0.9365
5001 to 10000	95	0.4821	708012	2.2125
10001 and above	100	0.5075	27152277	84.8509
Total	19706	100.0000	32000000	100.0000

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k. Shareholding Pattern of the Company

Shareholding Pattern of the Company
Category	No. of Shares	% of Shareholding
A. Promoters Holding
Promoters & Promoter Group	20316847	63.49
Total A	20316847	63.49
B. Non- Promoter holding
Public	7646106	23.89
Non Resident (Non Repatriable)	277419	0.87
Hindu Undivided Family	646321	2.02
Other Bodies Corporate	1329764	4.16
Body Corporate - Ltd Liability Partnership	1288511	4.03
Clearing Members	17075	0.05
Non Resident Indians, Foreign Nationals & Foreign Portfolio Investors (Corporate)	462685	1.45
Unclaimed Shares	7441	0.02
Government Companies	7831	0.02
Total B	11683153	36.51
Total A + B	32000000	100.00

l. Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depository systems of both the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company’s shares is INE0FHS01024. As at March 31 2023, 3,19,99,739 shares of the Company were held in Dematerialization Mode and 261 shares of the Company were held in Physical Mode.

m. Outstanding GDRs or ADRs or Warrants or any Convertible Instruments

The Company has not issued any Global Depository Receipts (GDRs) or American Depository Receipts (ADRs) or Warrants or any Convertible Instruments till date. Hence, there are no outstanding GDRs or ADRs or Warrants or any Convertible Instruments as on March 31, 2023.

n. Commodity Price Risk or Foreign Exchange Risk and Hedging Activities

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. Risk evaluation and Risk management is an ongoing process within the Company.

In order to reduce the uncertainty arising on account of exchange rate movement in relation to foreign exchange exposures, the Company has in place the hedging policy to secure forex exposures either naturally or otherwise so that the volatility in the exchange rates does not have significant impact the core business of the Company. The policy also aims at monitoring the market conditions for relevant developments and minimising the risk arising out of forex fluctuations with optimum cost of hedging.

o. Plant location / Branch Offices

There are total 39 Plants and 3 Branch Offices of the Company situated throughout the Country.

p. Address for Correspondence

The Shareholders may address their communication/grievances at the following address:-

Registered Office : 12A & 14, Abhishree Corporate Park, Ambli Bopal Road, Ambli, Ahmedabad, Gujarat, 380058

Phone : (079) 2717-298510 Fax : (079) 2717-298520 E-mail Id : cs@deepindustries.com Website : www.deepindustries.com

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q. Credit Ratings

The details of credit rating obtained by the Company along with revisions, if any, thereto from CARE Ratings Ltd is give below:

Facilities	Rating Agency	Ratings
Long Term Bank Facilities	CARE	CARE A; Positive (Single A; Outlook: Positive)
Short Term Bank Facilities	CARE	CARE A1
Long Term / Short Term Bank Facilities	CARE	CARE A; Stable / CARE A1 (Single A; Outlook: Positive/A One)

11. Other Disclosures

• (a) During the Financial 2022-23, there was no materially significant related party transaction that may have potential conflict with the interest of the Company at large. Necessary disclosures as required under the IND AS-24 are made in the notes to accounts annexed to the Financial Statements. The policy on Related Party Transactions is disclosed on the Company’s website at www.deepindustries.com and the weblink of the same is https:// www.deepindustries.com/policies.html.

• (b) The Company has complied with all the requirements of the Stock Exchanges as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI). There were no penalties or strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.

• (c) The Company has adopted Vigil Mechanism and Whistle Blower policy for Directors and Employees which has been placed on the Company’s website at www.deepindustries.com and the weblink of the same is https:// www.deepindustries.com/policies.html. It is hereby affirmed that no personnel have been denied access to the Audit Committee.

• (d) The Company has complied with all the mandatory requirements of SEBI Listing Regulations to the extent applicable

• (e) The policy for determining ‘Material’ Subsidiaries’ is available on the website of the Company www.deepindustries.com and the weblink of the same is https://www.deepindustries.com/policies.html.

• (f) The policy on dealing with Related Party Transactions is available on the website of the Company www.deepindustries.com. And the weblink of the same is https://www.deepindustries.com/policies.html.

• (g) disclosure of commodity price risks and commodity hedging activities

• (h) During the year, the Company has not raised any fund through preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of SEBI Listing Regulations.

• (i) The Company has taken a Certificate from Mr. Ravi Kapoor, Practising Company Secretary (Membership No. FCS - 2407), proprietor of M/s. Ravi Kapoor & Associates, certifying that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Board/ Ministry of Corporate Affairs or any such Statutory Authority and the same forms a part of this Annual Report.

• (j) Compliance Certificate on Corporate Governance: Mr. Ravi Kapoor, Practising Company Secretary (Membership No. FCS - 2407), proprietor of M/s. Ravi Kapoor & Associates have certified that the Company has complied with the conditions of Corporate Governance as stipulated in Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same forms a part of this Annual Report.

• (k) During the year under review, the Board has accepted all the recommendations of its Committees.

• (l) Total fees for all services paid by the Company and its Subsidiaries on the consolidated basis to the Statutory Auditors and all entities in the network firm/network entity of which the Statutory Auditor is a part are as under:

Payments to the Statutory Auditors (excluding taxes)	FY 2022-23 (` in Lacs)
Audit Fees	5.25
Fees paid for other Services	8.12
Total	13.37

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(m) Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 is as given below:

Act, 2013 is as given below:
Particulars	No. of complaints
1. Complaints filed duringthe financialyear	Nil
2. Complaints disposed of duringthe financialyear	Nil
3. Complaints pending as on the end of the financial year	Nil

• (n) CEO/CFO Certification: Mr. Paras Savla, Chairman & Managing Director and Mr. Rohan Shah, Whole – Time Director (Finance) and CFO have provided Compliance Certificate to the Board in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations.

• (o) The Company is in compliance with the Corporate Governance requirements specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) of SEBI Listing Regulations.

• (p) The Loans and advances in the nature of loans to firms/ companies in which directors are interested are disclosed separately in the Board’s Report and forms part of this Annual Report.

• (q) The Company has no material subsidiaries as on the date closing of Financial Year 2022-23.

• (r) Non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) above, with reasons thereof shall be disclosed: Your Company has complied with all the requirements of regulatory authorities. During the period under review, there were no instances of non-compliance by the Company and no penalty or strictures were imposed on the Company by the Stock Exchanges or SEBI or any statutory authority, on any matter related to the capital markets. The Company has also complied with the requirements of Corporate Governance Report of Paras (2) to (10) mentioned in Part ‘C’ of Schedule V of the Listing Regulations and disclosed necessary information as specified in Regulation 17 to 27 and Regulation 46(2) (b) to (i) and (t) of the Listing Regulations in the respective places in this Report.

12. Disclosure of the extent to which the discretionary requirements as specified in part E of Schedule II:

The following disclosures of the extent to which the discretionary requirements as specified in part E of Schedule II have been adopted:

Board: The Chairman of the Board is Executive Chairman and hence the requirements of maintaining chairman office is not applicable.

Shareholder’s Rights: The Company’s financial results are published in the news papers and are also posted on website i.e. www.deepindustries.com. Hence, the financial results are not sent to the Shareholders of the Company.

Modified Opinion(s) in Audit Report: The Financial Statements presented for the year 2022-23 do not have any qualifications.

Separate posts of Chairperson and Chief Executive Officer: There is no separate post of chairperson and Managing Director /chief Executive Officer of the Company.

Reporting of Internal Auditor: The Internal Auditor of the Company directly reports to the Audit Committee.

1 3. Disclosure with respect to Demat Suspense Account/ Unclaimed Suspense Account:

In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in the suspense account are as follows:

a.	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year.	12,445 shares held by 55 shareholders were lying in suspense account of the Company at the end of the financial year i.e. March 31, 2023.
b.	Number of shareholders who approached the Company for transfer of shares from suspense account during the year.	21 Shareholders comprising 5,004 Shares has approached to the Company for transfer of shares from suspense account during the year 2022-23.
c.	Number of shareholders to whom shares were transferred from suspense account during the year.	21 Shareholders comprising 5,004 Shares has approached to the Company for transfer of shares from suspense account during the year 2022-23.
d.	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year.	7,441 shares held by 35 shareholders were lying in suspense account of the Company at the end of the financial year i.e. March 31, 2023.

· All corporate benefits accruing on such shares, if any, viz. bonus shares, split etc. shall also be credited to such suspense account of the Company and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.

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14. Transfer of unclaimed/unpaid amounts to the Investor Education and Protection Fund (IEPF):

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.

Further, the unpaid dividends as on March 31, 2023 are as follows::

Dividend	Ex Date	Unpaid amount as on March 31, 2023
Interim Dividend -2021-22	November 10, 2021	Rs. 107,343/-
Final Dividend -2021-22	September 08, 2022	Rs. 126,191.70/-

Therefore, no funds are required to transfer any funds to Investor Education and Protection Fund (IEPF).

		For and on behalf of the Board
		sd/-
		Paras Savla
Date	: August 01, 2023	Chairman & Managing Director
Place	: Ahmedabad	DIN: 00145639

Declaration

This is to confirm that the Company has adopted a Code of Conduct for members of Board and Senior Management Personnel.

I confirm that the Company has in respect of the financial year ended on March 31, 2023, received from the members of the Board and Senior Management Personnel declaration of compliance with the Code of Conduct as applicable to them.

For and on behalf of the Board sd/Paras Savla Date : August 01, 2023 Chairman & Managing Director Place : Ahmedabad DIN: 00145639

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CEO AND CFO CERTIFICATION

(Pursuant to Regulation 17(8) read with Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ended March 31, 2023)

To

The Board of Directors, Deep Industries Limited Ahmedabad

We certified that:

• A. We have reviewed financial statements and the cash flow statement of the Company for the year ended on March 31, 2023 and that to the best of our knowledge and belief:

• (1) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

• (2) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

• B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended on March 31, 2023 which are fraudulent, illegal or violative of the Company’s code of conduct.

• C. We accept responsibility for establishing and maintaining internal controls system for Financial Reporting and that we have evaluated the effectiveness of internal control systems of the Company and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls system, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

• D. We further certify that we have indicated to the Auditors and the Audit Committee:

• (1) There have been no significant changes in internal control over financial reporting during the year;

• (2) There have been no significant changes in accounting policies during the year except for changes disclosed in the notes to the financial statements; and

• (3) There have been no instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

sd/sd/Paras Savla Rohan Shah Date : August 01, 2023 Chairman & Managing Director Whole – Time Director (Finance) and CFO Place : Ahmedabad DIN : 00145639 DIN: 09154526

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CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members of DEEP INDUSTRIES LIMITED 12A & 14, Abhishree Corporate Park, Ambli Bopal Road, Ambli, Ahmedabad Gujarat-380058

We have examined online the relevant registers, records, forms, returns and disclosures received from the Directors of Deep Industries Limited having CIN L14292GJ2006PLC049371 and having registered office at 12A & 14, Abhishree Corporate Park, Ambli Bopal Road, Ambli, Ahmedabad-380058, Gujarat. (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31[st] March, 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

**Sr No. **	Name of Director	DIN	Date of appointment in Company
1.	Hemendrakumar Chamanlal Shah	00077654	10/11/2020
2.	Rupesh Kantilal Savla	00126303	15/11/2006
3	Paras Shantilal Savla	00145639	15/11/2006
4	Kirit Nanubhai Shelat	00190619	10/11/2020
5	ShailyJatin Dedhia	08853685	24/06/2021
6	Rohan Vasantkumar Shah	09154526	24/06/2021

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For, Ravi Kapoor and Associates

Date : 1[st] August, 2023 Place : Ahmedabad

sd/Ravi Kapoor Proprietor Mem. No FCS. 2587 CP No. 2407 UDIN No. :F002587E000719149

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Certificate on Corporate Governance

To

The Members of DEEP INDUSTRIES LIMITED

We have examined the Compliance Conditions of Corporate Governance by DEEP INDUSTRIES LIMITED for the year ended on 31[st] March, 2023 as per Para E of Schedule V read with Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) for the period 01[st] April, 2022 to 31[st] March, 2023. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of certification.

The Compliance of Conditions of Corporate Governance is the responsibility of the management. Our examination was limited to review of the procedures and implementations thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the representation made by the Directors and the Management, we certify that the Company has materially complied with the conditions of Corporate Governance as stipulated in Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For, Ravi Kapoor and Associates

Date : 1[st] August, 2023 Place : Ahmedabad

sd/Ravi Kapoor Proprietor Mem. No FCS. 2587 CP No. 2407 UDIN No. :F002587E000719215

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BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING SECTION A: GENERAL DISCLOSURE

I.

Details of Listed Entity	Details of Listed Entity	Details of Listed Entity
S. No	Particulars
1.	Corporate IdentityNumber(CIN)of the Listed Entity	:	L14292GJ2006PLC049371
2.	Name of the Listed Entity	:	DeepIndustries Limited
3.	Year of incorporation	:	2006
4.	Registered office address	:	12A & 14, Abhishree Corpoarte Park, Ambli Bopal Road, Ambli Ahmedabad, 380058
5.	Corporate Office Address	:	Same as the Registered Office
6.	E-mail	:	info@deepindutries.com
7.	Telephone	:	+91 271-7298510
8.	Website	:	www.deepindustries.com
9.	Financialyear for which reportingis beingdone	:	2022-23
10.	Name of the Stock Exchange(s) where shares are listed	:	BSE Limited National Stock Exchange of India Limited
11.	Paid-upCapital	:	Rs. 32,00,00,000
12.	Name and contact details (telephone, email address) of the person who may be contacted in case of any queries on the BRSR	:	Mr. Rohan Shah, Whole-time Director (Finance) and Chief Financial Officer email: info@deepindutries.com phone number: +91 271-7298510
13.	Reporting boundary - Are the disclosures under this report made on a standalone basis (i.e. only for the entity) or on a consolidated basis (i.e. for the entity and all the entities which form a part of its consolidated financial statements, taken together)	:	The Disclosures are made on a standalone basis

II. Product & Services

14. Details of business activities (accounting for 90% of the turnover):

	Description of Main Activity	Description of Main Activity	Description of Business Activity		% of Turnover of the entity
	Oil	and Gas Field Services	Natural Gas Compression Services		43
			Workover and Drilling Rig Services		41
			Integrated Project Management Services		6
	Products/Services sold by the entity		(accounting for 90% of the turnover):
	Sr.	Products/Services Activity	NIC Code	% of Total Turnover Contributed
	No
	a)	Natural Gas Compression Services 062			43
	b)	Workover and Drilling Rig Services 061			41
	c)	Integrated Project Management	Services 711		6

15. Products/Services sold by the entity (accounting for 90% of the turnover):

III. Operations

16. Number of locations where plants and/or operations/offices of the entity are situated:

	Location Number of Plants	Number of Offices	Total
	National 39	3	42
	International 0	0	Nil
	Markets served by the entity:
	a. Number of Locations
	Locations	Total
	National (No. of States)	6
	International (No. of Countries)	0

17. Markets served by the entity:

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b. What is the contribution of exports as a percentage of the total turnover of the entity?

Nil

c. A brief on types of customers

Deep Industries Limited is a company with one stop solution provider to oil and gas industry. The Company has its primary customer base in Major Oil and Gas producers, Public Sector Undertakings and Multinational Companies.

IV. Employees

18. Details as at the end of Financial Year 2022-23:

• a. Employees and workers (including differently abled)

**19. **	S.No Particulars Total (A) EMPLOYEES i). Permanent (D) 37 ii). Other than Permanent (E) 195 iii). Total employees(D + E) 232 WORKERS iv). Permanent (F) 552 v). Other than Permanent (G) 362 vi). Total employees (F + G) 1146 b. Differently abled Employees and workers S.No Particulars Total (A) DIFFERENTLY ABLED EMPLOYEES i). Permanent (D) - ii). Other than Permanent (E) 2 iii). Total employees (D + E) 2 DIFFERENTLY ABLED WORKERS iv). Permanent (F) - v). Other than Permanent (G) - vi). Total employees (F + G) - Participation/Inclusion/Representation of women: Particulars	**S.No **	Particulars	Total (A)	Male	Male	Male	Female	Female
					No.(B)	%(B/A)		No.(B)	%(B/A)
			EMPLOYEES
		i). ii). iii).	Permanent (D) Other than Permanent (E) Total employees(D + E)	37 195 232	34 163 197	91.89 83.59 84.91		3 32 35	8.11 16.41 15.09
			WORKERS
		iv). v). vi).	Permanent (F) Other than Permanent (G) Total employees (F + G)	552 362 1146	552 362 1146	100 100 100		- - -	- - -
		Differently abled Employees and workers
		**S.No **	Particulars	Total (A)	Male			Female
					No. (B)	%(B/A)		No. (B)	%(B/A)
			DIFFERENTLY ABLED EMPLOYEES
		i). ii). iii).	Permanent (D) Other than Permanent (E) Total employees (D + E)	- 2 2	- 2 2	- 100 100		- - -	- - -
			DIFFERENTLY ABLED WORKERS
		iv). v). vi).	Permanent (F) Other than Permanent (G) Total employees (F + G)	- - -	- - -	- - -		- - -	- - -
					Total (A)		No. and percentage of Females
							No. (B) %(B/A)
	Board of Directors Key Management Personnel				6 1		0 0 1 100%

The Board of Directors consist of 2 Managing Directors, 1 Executive Director and 3 Non-Executive Directors. Besides, the Company Secretary and Chief Financial Officer have been considered for the purpose of Key Management Personnel (under Section 203 of the CA 2013). Besides, the Executive Directors have not been considered again under the Key Managerial Personnel, since they have been separately disclosed under the Board of Directors.

20. Turnover rate for permanent employees and workers:

Particulars	FY 2022-23	FY 2022-23	FY 2022-23	FY 2021-22	FY 2021-22	FY 2021-22	FY 2020-21	FY 2020-21	FY 2020-21
	Male	Female	Total	Male	Female	Total	Male	Female	Total
Permanent Employees	34	03	37	36	04	40	27	03	30
Permanent Workers	552	-	552	485	-	485	427	-	427

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V. Holding, Subsidiary and Associate Companies (Including Joint Ventures)

21. Names of holding/subsidiary/associate companies/joint ventures:

S. No	Name of the holding/ subsidiary/associate companies/ joint ventures (A)	Indicate whether holding/ Subsidiary/ Associate/ Joint Venture	% of shares held by listed entity	Does the Entity indicated at Column A, participate in the Business Responsibility initiatives of the listed entity? (Yes/No)
a)	DeepOnshore Services Private Limited	Whollyowned SubsidiaryCompany	100%	No
b)	Raas Equipments Private Limited	SubsidiaryCompany	80%	No
c)	Deep Onshore Drilling Services Private Limited	Subsidiary Company	74%	No
d)	Deep International DMCC	Wholly Owned Subsidiary	100%	No
e)	Dolphin Offshore Enterprises (India) Limited	Step Down Subsidiary	94.98%	No

• Held directly or through subsidiary companies. On a fully diluted basis

VI. CSR Details

22. Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No): Yes

a) Turnover (In Rs.) : Rs. 30,11,83,641 b) Net Worth (In Rs.) : Rs. 11,63,92,49,639

VII. Transparency And Disclosures Compliances

23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct

Business Conduct
Stakeholder group from whom complaint is received	Grievance Redressal Mechanism in Place (Yes/No) (If Yes, then provide web-link for grievance redress policy)	FY 22-23			FY 21-22
		Number of Complaints filed during the year	Number of complaints pending resolution at close of the year	Remarks	Number of Complaints filed during the year	Number of complaints pending resolution at close of the year	Remarks
Communities	https://www. deepindustries.com/ policies.html	-	-	-	-	-	-
Investors (other than shareholders)	NA	NA	NA	NA	NA	NA	NA
Shareholders	https://www. deepindustries. com/policies.html	-	-	-	-	-	-
Employees and workers	https://www. deepindustries.com/ policies.html	-	-	-	-	-	-
Customers	https://www. deepindustries. com/contact-us.html	-	-	-	-	-	-
Value Chain Partners	https://www. deepindustries.com/ policies.html	-	-	-	-	-	-
Others (Please specify)	-	-	-	-	-	-	-

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24. Overview of the entity’s material responsible business conduct issues

Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as per the following format.

Deep Industries Limited understands the growing importance of responsible business conduct and shall undertake an endto-end materiality assessment in the upcoming years. The Company has faced many challenges in past and industry can face certain fundamental issues that can also hinder Deep’s path to progress and ambitions. Having said that, the opportunities largely outweigh the challenges and the company keeps the philosophy of converting challenges into opportunities. Therefore, the company is in the process of identifying top material issues which may get impacted by business or impact the business.

SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the NGRBC Principles and Core Elements.

• P1 Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable.

• P2 Businesses should provide goods and services in a manner that is sustainable and safe.

• P3 Businesses should respect and promote the well-being of all employees, including those in their value chains.

• P4 Businesses should respect the interests of and be responsive to all its stakeholders.

• P5 Businesses should respect and promote human rights.

• P6 Businesses should respect and make efforts to protect and restore the environment.

• P7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent.

• P8 Businesses should promote inclusive growth and equitable development.

• P9 Businesses should engage with and provide value to their consumers in a responsible manner.

Disclosure Questions	P1 (Please refer Point P1)	P2 (Please refer Point P2)	P3 (Please refer **Point P3) **	P4 (Please refer Point P4)	P5 (Please refer Point P5)	P6 (Please refer Point P6)	P7 (Please refer **Point P7) **	P8 (Please refer Point P8)	P9 (Please refer Point P9)
Policy and management processes
a. Whether your Company’s policy/ policies cover each principle and its core elements of the NGRBCs.(Yes/No)	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
b. Has the policy been approved by the Board?(Yes/No)	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
c. Web Link of the Policies,if available	https://www.deepindustries.com/policies.html
2. Whether the entity has translated the policyintoprocedures.(Yes / No)	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
3. Do the enlisted policies extend to your value chainpartners?(Yes/No)	-No	-No	-No	-No	-No	-No	-No	No	NO
4. Name of the national and international codes/certifications/labels/ standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest Alliance, Trustea) standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity and mapped to eachprinciple.	DIL’s Business Responsibility Policy is based on National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business as released by Ministry of Corporate Affairs, Government of India.
5. Specific commitments, goals and targets set by the company with defined timelines, if any	Not Applicable
6. Performance of the company against the specific commitments, goals and targets along with reasons in case the same are not met.	Not Applicable

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Governance, leadership and oversight

7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and achievements (listed entity has flexibility regarding the placement of this disclosure):

• DIL is in its process of visualizing a promising future, has been undertaking efforts to align and integrate its goals with the Environment, Social and Governance (ESG) aspects of business and to build innovative business models. The Company endeavors to address a majority of the Sustainable Development Goals (SDGs) aimed at building economic capital, ensuring environmental integrity, enabling economic development and building social capital.

Further, as a part of its social focus area; the Company undertakes various CSR projects with specific focus on education. The Company works with under privileged and affirmative population to improve livelihood and overall development of the communities it serves.

Mr. Rohan Shah

1. Details of the highest authority responsible Mr. Rohan Shah for implementation and oversight of the Business Responsibility policy (ies). DIN: 09154526

Whole time Director Finance and Chief Financial Officer

1. Does the entity have a specified Committee Currently the Company does not have a dedicated Board-level leadership for sustainability related issues. of the Board/ Director responsible for However, the CSR Committee looks into the broader aspects of ESG under the guidance of the Board. decision making on sustainability related issues? (Yes / No). If yes, provide details.

10. Details of review of NGRBCs by the Company:

Subject for review	Indicate whether review was undertaken by the	Frequency (Annually/ Half-yearly/ Quarterly/	Frequency (Annually/ Half-yearly/ Quarterly/	Frequency (Annually/ Half-yearly/ Quarterly/
	Director/Committee of the Board/Any other	Any other – please specify)
	Committee
	P1 P2 P3 P4	P5 P6 P7	P8	P9
Performance against above policies and	All policies outlined have been approved by the Board/Senior Management of the Company. To ensure compliance
follow up action	and effectiveness, regular internal audits and reviews are conducted on all policies and		processes within the
	Company.
	This ongoing evaluation guarantees that our policies	and procedures align with industry standards and best
	practices.
Compliance with statutory requirements	The Company complies with all applicable regulations currently in effect.
of relevance to the principles and
rectification of any non – compliance

	This ongoing evaluation guarantees that our policies and procedures align with industry standards and best practices. Compliance with statutory requirements The Company complies with all applicable regulations currently in effect. of relevance to the principles and rectification of any non – compliance	This ongoing evaluation guarantees that our policies and procedures align with industry standards and best practices. Compliance with statutory requirements The Company complies with all applicable regulations currently in effect. of relevance to the principles and rectification of any non – compliance	This ongoing evaluation guarantees that our policies and procedures align with industry standards and best practices. Compliance with statutory requirements The Company complies with all applicable regulations currently in effect. of relevance to the principles and rectification of any non – compliance	This ongoing evaluation guarantees that our policies and procedures align with industry standards and best practices. Compliance with statutory requirements The Company complies with all applicable regulations currently in effect. of relevance to the principles and rectification of any non – compliance	This ongoing evaluation guarantees that our policies and procedures align with industry standards and best practices. Compliance with statutory requirements The Company complies with all applicable regulations currently in effect. of relevance to the principles and rectification of any non – compliance	This ongoing evaluation guarantees that our policies and procedures align with industry standards and best practices. Compliance with statutory requirements The Company complies with all applicable regulations currently in effect. of relevance to the principles and rectification of any non – compliance	This ongoing evaluation guarantees that our policies and procedures align with industry standards and best practices. Compliance with statutory requirements The Company complies with all applicable regulations currently in effect. of relevance to the principles and rectification of any non – compliance	This ongoing evaluation guarantees that our policies and procedures align with industry standards and best practices. Compliance with statutory requirements The Company complies with all applicable regulations currently in effect. of relevance to the principles and rectification of any non – compliance	This ongoing evaluation guarantees that our policies and procedures align with industry standards and best practices. Compliance with statutory requirements The Company complies with all applicable regulations currently in effect. of relevance to the principles and rectification of any non – compliance	This ongoing evaluation guarantees that our policies and procedures align with industry standards and best practices. Compliance with statutory requirements The Company complies with all applicable regulations currently in effect. of relevance to the principles and rectification of any non – compliance	This ongoing evaluation guarantees that our policies and procedures align with industry standards and best practices. Compliance with statutory requirements The Company complies with all applicable regulations currently in effect. of relevance to the principles and rectification of any non – compliance
11.	Has the Company carried out independent assessment/evaluation of the working of its policies by an external agency? (Yes/ No) If yes, provide
	the name of the agency.
	P1 P2 P3	P4		P5	P6	P7			P8	P9
	The Company conducts periodic review of the policies		internally by the Senior		Management and Committees which				then drives the policies,		projects and
	performance of the aspects of business responsibility and sustainability.
12.	If answer to question (1) above is “No” i.e., not all Principles are covered by a policy, reasons to be stated:
	Questions	P1	P2	P3	P4	P5		P6	P7	P8	P9
	The Company does not consider the
	principles material to its business (Yes/No)				Not Applicable
	The Company is not at a stage where it is
	in a position to formulate and implement
	thepolicies on specifiedprinciples(Yes/No)
	The Company does not have the financial
	or/human and technical resources available
	for the task(Yes/No)
	It is planned to be done in the next financial
	year(Yes/No)
	Any other reason (please specify)

SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE

This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with key processes and decisions. The information sought is categorized as “Essential” and “Leadership”. While the essential indicators are expected to be disclosed by every entity that is mandated to file this report, the leadership indicators may be voluntarily disclosed by entities which aspire to progress to a higher level in their quest to be socially, environmentally and ethically responsible.

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PRINCIPLE 1: BUSINESSES SHOULD CONDUCT AND GOVERN THEMSELVES WITH INTEGRITY, AND IN A MANNER THAT IS ETHICAL, TRANSPARENT AND ACCOUNTABLE

Essential Indicators

1. Percentage coverage by training and awareness programmes on any of the principles during the financial year:

In line with Regulation 25 (7) of the Listing Regulations with regard to training of Directors, the Company has following training policy for non-Executive Directors:

• Induction Training/ familiarization program;

• External Training: Non-Executive Board members are eminent personalities having wide experience in the field of social, business, education, industry, commerce and administration. Their presence on the Board is advantageous and fruitful in arriving at strategic decisions. The training policy of Directors and the details of familiarization/ training programs organized are available at website of the Company.

	Segment	Total number of training	Topics/principles covered	% age of persons in
		and awareness	under the training and its	respective category covered
		programmes held	impact	by the awareness
				programmes
1	Board of Directors &	1	Code of Conduct, Anti-Bribery	100
	Key Managerial Personnel		and Corruption, Human
			Rights, Health and Safety

2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website):

	NGRBC Principle	Monetary Name of the regulatory/ enforcement agencies/ judicial institutions	Amount (In INR)	Brief of the Case	Has an appeal been preferred? (Yes/No)
Penalty/ Fine	-	-	-	-	-
Settlement	-	-	-	-	-
Compoundingfee	-	-	-	-	-
	Non-Monetary
	NGRBC Principle	Name of the regulatory/ enforcement agencies/ judicial institutions	Amount (In INR)	Brief of the Case	Has an appeal been preferred? (Yes/No)
Imprisonment Punishment	- -	- -	- -	- -	- -

3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or nonmonetary action has been appealed:

Not Applicable.

4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a weblink to the policy:

DIL has a comprehensive and well-defined Anti Bribery Policy, Code of Conduct and Vigil Mechanism policy which puts great emphasis on practices of anti-corruption and anti-bribery. The Company firmly believes that all the employees shall uphold the principles mentioned in the policy and fulfill their responsibilities with the utmost faith, discretion, and care, upholding the highest standards of honesty, integrity, and fairness. The Policy forbids using bribery or any other unfair advantage to acquire or capacity to ensure or other benefits, either or through indirect means while also forbidding the promise to do so. The policy is available at: https://www.deepindustries.com/policies.html.

5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the charges of bribery/ corruption:

for the charges of bribery/ corruption:
	FY	2022-23	FY	2021-22
Directors		0		0
KMP		0		0
Employees		0		0
Workers		0		0

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6. Details of complaints with regard to conflict of interest:

Details of complaints with regard to conflict of interest:
	FY 2022-23 FY 2021-22 Number Remarks Number Remarks
Number of complaints received in relation to issues of Conflict of Interest of the Directors Number of complaints received in relation to issues of Conflict of Interest of the KMPs	0 NA 0 NA 0 NA 0 NA

7. Provide details of any corrective action taken or underway on issues related to fines/penalties/action taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest: Not Applicable.

PRINCIPLE 2: BUSINESSES SHOULD PROVIDE GOODS AND SERVICES IN A MANNER THAT IS SUSTAINABLE AND SAFE

Essential Indicators

1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of product and processes to total R&D and capex investments made by the entity, respectively: Not Applicable.

2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)

  - Yes, during the year, the Company has developed a process for selection of suppliers and third parties which includes various parameters such as guidelines on Environment Health & Safety Policy, Legal Compliance, ISO Certification, etc.

• b. If yes, what percentage of inputs were sourced sustainably?

  • 0%, The company is yet to start categorising its sustainably sourced input materials, however shall start doing so in the upcoming years.

3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.

• A. Plastic Waste: Product recycling is not practiced in this sector. The product portfolio consists mainly of crude oil, natural gas and value-added products which cannot be recycled.

• B. E waste : Since the company is in the service industry the company does not have any reportable E waste.

• C) Hazardous waste: Since the company is in the service industry the company does not have any reportable Hazardous waste.

• D) Other waste: Since the company is in the service industry the company does not have any reportable other waste...

4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes/No). If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the same

• Not Applicable

PRINCIPLE 3: BUSINESSES SHOULD RESPECT AND PROMOTE THE WELL-BEING OF ALL EMPLOYEES, INCLUDING THOSE IN THEIR VALUE CHAINS

Essential Indicators

1. a. Details of measures for the well-being of employees:

Category	Total (A)	Health insurance	Health insurance	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by
				Accident insurance		Maternity Benefits		Paternity Benefits		Day Care Facilities
		Number (B)	% (B/A)	Number (C)	% (C/A)	Number (D)	% (D/A)	Number (E)	% (E/A)	Number (F)	% (F/A)
Permanent Employees
Male Female	34 3	34 3	100 100	- -	- -	- -	- -	- -	- -	- -	- -
Total	37	37	100	-	-	-	-	-	-	-	-
Other than Permanent Employees
Male Female	163 32	163 32	100 100	- -	- -	- -	- -	- -	- -	- -	- -
Total	195	195	100	-	-	-	-	-	-	-	-

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b. Details of measures for the well-being of Workers:

The Company ensures compliance with various labour legislations such as Payment of Wages Act 1936, Minimum Wages Act 1948, Equal Remuneration Act 1976, Industrial Disputes Act 1947, Employees State Insurance Act 1948, Employees Provident fund and Miscellaneous Provisions Act 1952, Contract Labour (R&A) Act, 1970, Child Labour (Prohibition and Regulation) Act 1986 etc. As a responsible principal employer, the Company ensures that contract labours are treated fairly as per law and for any complaints or disputes, the contractor is advised to settle the issue in accordance with the law.

Various in-house policies like service rules, leave rules, gratuity rule, CPF rules, HBA (House Building Advance), Conveyance Advance, Education loans also confirm to Human Rights values. The Company has also implemented Fair Wage Policy for contractors’ workers to provide them wages over and above the minimum wages and other statutory and non-statutory benefits.

2. Details of retirement benefits, for Current Financial Year and Previous Financial Year

Benefits	FY 2022-23	FY 2022-23	FY 2022-23	FY 2021-22	FY 2021-22	FY 2021-22
	No. of employees covered as a % of total employees	No. of workers covered as a % of total workers	Deducted and deposited with the authority (Y/N/N.A.)	No. of employees covered as a % of total employees	No. of workers covered as a % of total workers	Deducted and deposited with the authority (Y/N/N.A.)
PF Gratuity ESI Others – please specify	6 0.06 - -	65 0 -	Y Y - -	65 40 - -	0.12 0.07 - -	Y Y - -

3. Accessibility of workplace

Are the premises/offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.

Most of our working locations are accessible to differently abled persons.

4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the policy

Yes; the entity has laid out the necessary provisions in the HR Policy in line with the Rights of Persons with Disabilities Act, 2016. The Company ensures compliance of 100% employee related applicable statutes which ensures social security.

5. Return to work and Retention rates of permanent employees and workers that took parental leave.

Gender	Permanent employees	Permanent employees	Permanent Workers	Permanent Workers
	Return to work rate	Retention Rate	Return to work rate	Retention Rate
Male Female	NA 100%	NA 100%	NA NA	NA NA
Total	100%	100%	NA	NA

6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes, give details of the mechanism in brief.

Permanent Workers

Yes/No (If Yes, then give details of the mechanism in brief) Yes

Other than Permanent Workers

Permanent Employees

Other than Permanent Employees

Employees are encouraged to share their concerns with their reporting managers, the HR department and members of the Senior Leadership Team.

The concern received, if any, is investigated by the authorised persons by gathering, validating and analyzing the data. The observations and findings / recommendations are shared and reviewed by the Chairman & Managing Director.

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7. Membership of employees and worker in association(s) or Unions recognised by the listed entity

Category	Category		FY 2022-23 FY 2021-22	FY 2022-23 FY 2021-22	FY 2022-23 FY 2021-22	FY 2022-23 FY 2021-22	FY 2022-23 FY 2021-22	FY 2022-23 FY 2021-22	FY 2022-23 FY 2021-22	FY 2022-23 FY 2021-22	FY 2022-23 FY 2021-22	FY 2022-23 FY 2021-22	FY 2022-23 FY 2021-22
			Total employees/ workers in respective category (A)		No. of employees/ workers in respective category, who are part of association(s) or Union (B)		% (B/A)		Total employees/ workers in respective category (C)		No. of employees/ workers in respective category, who are part of association(s) or Union (D)		% (D/C)
Total Permanent
Employees Male Female			37 34 3		- - -		- - -		- - -		- - -		- - -
Total Permanent
Workers Male Female			552 552 -		- -		- -		- -		- -		- -
Details of training		given to employees and workers:
		FY 2022-23								FY 2021-22
a.	Details of Skill training given to employees and workers.	Category		Total employees/ workers in respective category (A)		No. of employees/ workers in respective category, who received Skill Training(B)		% (B/A)		Total employees/ workers in respective category (C)		No. of employees/ workers in respective category, who received Skill Training(D)	% (D/C)
		Male Female		585 4		- 4		- 100		544 3		38 3	6.98 100
		Total		589		37		6.28		547		41	7.49
		FY 2022-23 FY 2021-22
a.	Details of training on Health and Safety give to employees and workers.	Category		Total employees/ workers in respective category (A)		No. of employees/ workers in respective category, who received Training on Health and Safety(B)		% Total (B/A) employees/ workers in respective category (C)				No. of employees/ workers in respective category, who received Training on Health and Safety(D)	% (D/C)
		Male Female		585 4		359 02		61.37 544 50.00 3				374 03	68.75 100
		Total		589		361		61.29 547				377	68.92

8. Details of training given to employees and workers:

9. Details of performance and career development reviews of employees and worker:

100% of eligible employees have received performance and career development reviews.

10. Health and safety management system:

• a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the coverage such system?

Yes. The Safety & Health Management system covers activities across all plant locations, offices, and ensures the protection of environment, health & safety of its employees, contractors, visitors and all other relevant stakeholders.

b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity?

The Company has a process for Risk Management which is essential for preventing incidents, injuries, occupational disease, emergency control & prevention and business continuity. Considering the hazards associated with operations and hazardous chemicals used, sites have deployed structured Hazard Assessment, Risk Assessment and Management Process – both qualitative and quantitative which is regularly reviewed and mitigation plans are put in place for high-risk areas. The process also considers roles and responsibilities, monitoring control measures, competency training and awareness of individuals associated with such activities. Formal risk assessment training has been provided as appropriate.

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• c. Whether you have processes for workers to report the work related hazards and to remove themselves from such risks (Y/N)?

Yes, we encourage our employees to report near-miss incidents identified through various digital platforms which is analyzed from a central repository. All sites have specific procedure for reporting of work-related hazard, injuries, unsafe condition and unsafe act.

d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No)

Yes, all employees are covered under Mediclaim Insurance Policy and ESI scheme.

11. Details of safety related incidents, in the following format:

Nil

12. Describe the measures taken by the entity to ensure a safe and healthy work place

The Company is committed to continuously employing world-class Safety, Health and Environment (‘SHE’) practices through benchmarking with the Companies that are best in the business. For all activities including routine or non-routine (permit / project activities) hazards are identified by a trained cross-functional team and risk assessment and management is done through Job Safety Analysis (JSA)/ Standard Operating Procedure (SOP) which is referred before starting any activity. Moreover, Safety Audit is conducted at all manufacturing sites to identify and rectify the gaps in workplace safety.

13. Number of Complaints on the following made by employees and workers:

**14. **	Particulars	FY 2022-23 FY 2021-22
		Filed during Pending resolution at Remarks Filed during Pending resolution at Remarks theyear the end of theyear theyear the end of theyear
	Working Conditions Health & Safety	0 0 NA 0 0 NA 0 0 NA 0 0 NA
	Assessments for the	year:
	Particulars	% of your plants and offices that were assessed (by the entity or statutory authorities or thirdparties)
	Health and safety practices 100% Working Conditions 100%

15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks/concerns arising from assessments of health & safety practices and working conditions.

Not Applicable.

PRINCIPLE 4: BUSINESSES SHOULD RESPECT THE INTERESTS OF AND BE RESPONSIVE TO ALL THEIR STAKEHOLDERS Essential Indicators

1. Describe the processes for identifying key stakeholder groups of the entity:

Through stakeholder engagement and feedback mechanisms, the company aims to identify its key stakeholders. This process would enable the company to better comprehend the concerns and interests of its stakeholders, allowing DIL to align the purpose and scope of the engagement accordingly. By actively seeking and incorporating feedback, DIL looks to foster a deeper understanding of the company’s stakeholders’ perspectives, by ensuring that their feedback is considered in the decisionmaking processes.

2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group:

The company is currently working towards identifying its key stakeholders and shall prioritize this task in the upcoming financial year. By proactively seeking input and feedback, DIL aims to create an inclusive environment where stakeholders’ perspectives and concerns are acknowledged and addressed in the decision-making processes.

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PRINCIPLE 5: BUSINESSES SHOULD RESPECT AND PROMOTE HUMAN RIGHTS

Essential Indicators

1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format:

2. 3.	Category	FY 2022-23 FY 2021-22	FY 2022-23 FY 2021-22
		Total (A) No. of employees/ % (B/A) Total (C) No. of employees/ % (D/C) workers covered(B) workers covered(D)
	Permanent Other than Permanent Total Employees Permanent Workers Other than Permanent Workers	37 15 40 29 37 195 78 214 163 195 232 63 254 192 232 552 27 485 93 552 362 48 497 74 362
	Total Workers	914 75 982 167 914
	Details of minimum wagespaid to employees and workers, in the following format:
	Category		FY 2022-23 FY 2021-22
		Total (A)	Equal to More than Total Equal to More than Minimum the Minimum (D) Minimum the Minimum Wage Wage Wage Wage No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
	Permanent Employees Male Female	34 3	0 0 34 100 36 0 0 36 100 0 0 3 100 4 0 0 4 100
	Other than Permanent Employees
	Male Female	163 32	0 0 163 100 178 29 16.29 149 83.71 0 0 32 100 36 5 13.89 31 86.11
	Permanent Workers
	Male Female	552 0	114 20.65 438 79.35 485 139 28.66 346 71.34 0 0 0 0 0 0 0 0 0
	Other than Permanent Workers
	Male 362 Female 0		129 35.64 233 64.365 497 274 55.13 223 44.87 0 0 0 0 0 0 0 0 0
	Details of remuneration/salary/wages, in the following format (In Lakhs INR):
	Male Median remuneration/ Female Median remuneration/ Number salary/wages of Number salary/wages of respective category (in Rs.) respective category (in Rs.)
	Board of Directors Please refer the Corporate Governance Report containing remuneration of whole-time directors and sitting fees paid to Independent Directors. Key Managerial Personnel (CS) - - 01 Employees other than 586 Please refer Annexure-C 3 Please refer Annexure-C BoD and KMP of the Board Report of the Board Report

4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to by the business? (Yes/No)

Yes, DIL is deeply committed to upholding and promoting high standards of human rights throughout all its operations. As an integral part of the company’s corporate responsibility, the Works Council diligently ensures strict adherence to human rights principles.

DIL firmly believes in upholding the dignity and individual rights of every employee, worker, and external stakeholder with whom DIL engages in its businesses. It is DIL’s unwavering commitment to ensure that none of its operations infringe upon the human rights of its valued stakeholders. The company strives to create a respectful and inclusive environment for fostering the overall well-being within the organization.

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5. Describe the internal mechanisms in place to redress grievances related to human rights issues:

DIL prioritizes the well-being and rights of all individuals associated with the company. The company has established a robust grievance redressal mechanism specifically designed to promptly and effectively address any human rights issues that may arise. DIL encourages open communication and provides multiple channels for employees and stakeholders to report concerns or seek assistance. A dedicated team is committed to thoroughly investigating and resolving grievances in a fair and impartial manner, while maintaining the utmost confidentiality. The Company strives to continuously improve its grievance redressal process to ensure a safe and respectful environment for everyone.

6. Number of Complaints on the following made by employees and workers:

	FY 2022-23 FY 2021-22
	Filed during Pending Remarks Filed during Pending Remarks the year resolution at the year resolution at the end of year the end of year
Sexual Harassment Discrimination at workplace Child Labour Forced Labour/ Involuntary Labour Wages Other human rights related issues	0 0 - 0 0 - 0 0 - 0 0 - 0 0 - 0 0 - 0 0 - 0 0 - 0 0 - 0 0 - 0 0 - 0 0 -

7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases:

DIL maintains a zero-tolerance policy towards any form of sexual harassment in the workplace. To address this issue, the company has implemented a comprehensive grievance resolution procedure under its POSH policy for ensuring effective resolution of employee complaints. DIL has also established a stringent Code of Conduct and HR Policy Manual that clearly outline expectations for appropriate employee behaviour and provide measures for the prevention and redressal of such complaints. All employees and new joiners are provided PoSH training not only during induction but also at regular intervals during their lifetime at DIL.

To ensure a prompt and confidential resolution process, DIL has established Internal Complaints Committee dedicated to monitoring and addressing complaints related to harassment. This committee is responsible for taking appropriate action in a timely manner while maintaining the utmost confidentiality.

8. Do human rights requirements form part of your business agreements and contracts? (Yes/No):

Yes; At DIL, all the business agreements and contracts carry the clauses of human rights for promoting sustainable, fair and equitable competition for all its stakeholders.

9. Assessments for the year:

The Company ensures compliance with applicable labour practice laws, including child labour and human rights issues.

10. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from the assessments at Question 9 above

Not Applicable

PRINCIPLE 6: BUSINESSES SHOULD RESPECT AND MAKE EFFORTS TO PROTECT AND RESTORE THE ENVIRONMENT

Essential Indicators

1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:

Parameter	Unit	FY 2022-23	FY 2021-22
			Details not reported
Total electricity consumption (A)	GJ	789.39 Ref 1
Total fuel consumption (B)	GJ	827
Energy consumption through other sources (C)	GJ	NIL Ref. 2
Total energy consumption (A+B+C)	GJ	1616.39
Energy intensity per rupee of turnover
(Total energyconsumption/ turnover in rupees)	GJ/INR /million

1 Solar Captive Power Generation exceed consumption by 59.50 GJ

2 Gas Fuel used for operations is not included as being included in captive consumption of the clients.

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency. (Y/N) If yes, the name of the external agency”

No

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2. Does the entity have any sites/facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any: Given the nature of business, this indicator is not applicable

3. Provide details of the following disclosures related to water, in the following format:

Parameter	FY 2022-23	FY 2021-22
		Details not reported
Water withdrawal by source (in kilolitres)		-
(i) Surface Water		-
(ii) Ground Water	1,10,000	-
(iii) Third Party Water	74,000	-
(iv) Seawater/desalinated water		-
(v) Others		-
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v)	1,84,000	-
Total volume of water consumption(in kilolitres)	1,84,000	-
Water intensity per rupee of turnover (Water consumed/turnover) KL/INR/million	0.0001	-

Note : Average estimation

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency. (Y/N) If yes, the name of the external agency.

No

4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation:

Not Applicable.

5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

Parameter	Unit	FY 2022-23	FY 2021-22
			Details not reported
NOx	Tons	1.15 Tons	-
SOx	-	-	-
Particulate matter (PM)	KG	~ 23 kg	-
Persistent organic pollutants (POP)	NA	-	-
Volatile organic compounds (VOC)	NA	-	-
Hazardous air pollutants (HAP)	-	-	-
Others – please specify	NA	-	-
Note: Average estimation

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency. (Y/N) If yes, the name of the external agency.

No

6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:

Parameter	Unit	FY 2022-23	FY 2021-22
			Details not reported
Total Scope 1 emissions	Metric tonnes
(Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs,	Of CO2	5828	-
SF6, NF3, if available)
Total Scope 2 emissions	Metric tonnes	_	-
(Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs,	Of CO2
SF6,NF3,if available)
Total Scope 1 and Scope 2	Metric Tonnes	5828	-
emissionsper rupee of turnover	of CO2/ INR/ million

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency. (Y/N) If yes, the name of the external agency.

No

7. Does the entity have any project related to reducing Greenhouse Gas emissions? If Yes, then provide details.

No, however the company shall aim to undertake initiatives to reduce its GHG emissions in the upcoming years.

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8. Provide details related to waste management by the entity in the following format

Parameter	2022-23	2021-22
		Details not reported
Total Waste generated (in metric tonnes)
Plastic waste (A)	NA
E-waste (B)	NA
Bio-medical waste (C)	NA
Construction and demolition waste (D)	NA
Battery waste (E)	NA
Radioactive waste (F)	NA
Other Hazardous waste. Please specify, if any. (G)	NA
Other Non-hazardous waste generated (H). Please specify,
if any (Break-upbycomposition i.e. bymaterials relevant to the sector)	NA
Total	NA
For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in
metric tonnes)
Category of Waste
(i) Recycled	NA
(ii) Re-used	NA
(iii) Other recoveryoperations	NA
Total	NA
For each category of waste generated, total waste disposed of by nature of disposal method (in metric tonnes)
Category of Waste
(i) Incineration	NA
(ii) Landfilling	NA
(iii) Other disposal operations	NA
Total	NA

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency. (Y/N) If yes, the name of the external agency.

No

9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes:

DIL primarily focuses on waste management through structured waste segregation based on its characteristics, storage and disposal, waste to energy recovery and converting it into a saleable product as feasible. DIL follows all applicable regulations for proper waste management, including its handling, storage, transportation and disposal. The Company has developed a robust system with comprehensive detailing of each waste from the source of generation to disposal or recycling and reuse. The Company is fully committed to environment-friendly disposal of hazardous and non-hazardous waste, ensuring that it does not deteriorate any resources.

10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals/ clearances are required, please specify details in the following format:

Not Applicable as none of the offices and plants are set up in/around ecologically sensitive areas.

11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year:

DIL has not undertaken any environmental impact assessments in the current financial year.

12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format:

Yes, DIL is compliant with the applicable environmental law/ regulations/ guidelines in India.

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PRINCIPLE 7: BUSINESSES, WHEN ENGAGING IN INFLUENCING PUBLIC AND REGULATORY POLICY, SHOULD DO SO IN A MANNER THAT IS RESPONSIBLE AND TRANSPARENT

Essential Indicators

1. a. Number of affiliations with trade and industry chambers/ associations:

Yes. The Company has association with several trade chambers and associations such as:

• i). Federation of Gujarat Chambers of Commerce and Industry

• b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a member of/ affiliated to.

**S.No **	Name of the trade and industry chambers/ associations	Reach of trade and industry
		chambers/ associations(State/National)
1.	Federation of Gujarat Chambers of Commerce and Industry	State

2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, based on adverse orders from regulatory authorities:

Not Applicable.

PRINCIPLE 8: BUSINESSES SHOULD PROMOTE INCLUSIVE GROWTH AND EQUITABLE DEVELOPMENT

Essential Indicators

1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year:

Not Applicable.

2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity:

Not Applicable.

3. Describe the mechanisms to receive and redress grievances of the community:

DIL is deeply committed to being a responsible corporate citizen and maintaining positive relationships with the communities in which it operates. As part of its ongoing efforts to ensure transparency and accountability, the company shall set up a grievance redressal mechanism for the communities it operates in. It will serve as a platform for community members to voice their concerns, provide feedback, and seek resolution regarding any issues related to its operations. DIL understands the importance of actively engaging with and addressing the concerns of the communities it works with, and this mechanism will play a vital role in fostering open dialogue and building trust.

4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:

Particulars	FY 2022-23	FY 2021-22
Directly sourced from MSMEs/ small producers	7.65	3.33
Sourced directlyfrom within the district and neighbouringdistricts	-	-

PRINCIPLE 9: BUSINESSES SHOULD ENGAGE WITH AND PROVIDE VALUE TO THEIR CONSUMERS IN A RESPONSIBLE MANNER

Essential Indicators

1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback

DIL has established a robust mechanism to effectively address and resolve consumer complaints. The company’s dedicated marketing department serves as the focal point of contact for such complaints. Depending on the nature and specifics of each complaint, they are promptly forwarded to the Quality department.

DIL places great importance on addressing consumer complaints in a timely and efficient manner. DIL’s highly skilled and experienced Quality team diligently investigates and evaluates each complaint to determine the appropriate course of action.

DIL is committed to maintaining the highest standards of product quality to meet the customer’s expectations. Through the consumer complaint resolution mechanism, the company strives to continuously improve its products and services, and further strengthen the bonding with valued customers.

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2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:

As a percentage to total turnover

Environmental and social parameters relevant to the product Safe and responsible usage

Not Applicable

Recycling and/or safe disposal

3. Number of consumer complaints in respect of the following:

4.

	FY 2022-23 FY 2021-22
	Received Pending Remarks Received Pending Remarks during resolution during resolution the year at end of year the year at end of year
Data privacy Advertising Cyber-security Delivery of essential services Restrictive Trade Practices Unfair Trade Practices Other	- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Details of instances of product recalls on account of safety issues:
Particulars Number Reasons for recall
Voluntary recalls 0 No Instances related to safety issues Forced recalls 0 No Instances related to safety issues

5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web link of the policy:

No such policy has been framed.

6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty/action taken by regulatory authorities on safety of products/services:

Not Applicable.

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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.

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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;

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• (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.

• 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

Place : Ahmedabad Date : May 27, 2023

CA Chirag M. Shah Partner M.No. 045706 UDIN: 23045706BGUVSL3158

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“Annexure A” to the Independent Auditors’ Report

Referred to in paragraph 15 under the heading ‘Report on Other Legal & Regulatory Requirements’ of our report of even date to the financial statements of the Company for the year ended March 31, 2023:

• i. ( a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property Plant & Equipment and relevant details of right-of-use assets, if any.

  • (B) The Company has maintained proper records showing full particulars of intangible assets.

• b) No item of Property, Plant and Equipment were physically verified during the year by the Management and consequently we are unable to state if the physical verification was carried out at reasonable intervals. Accordingly, the question of reporting on material discrepancies noted on verification does not arise.

• c) Based on our examination of the relevant document provided to us, we report that, the title deeds of all the immovable properties, disclosed in the financial statements included in property, plant and equipment are held in the name of the Company as at the balance sheet date.

• d) The Company has not revalued any of its property, plant and equipment (including Right of Use assets) and intangible assets during the year.

• e) No proceedings have been initiated during the year or are pending against the Company as at 31 March, 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

• ii. (a) The inventories were physically verified during the year by the Management at reasonable intervals. In our opinion and according to the information and explanations given to us, the coverage and procedure of such verification by the Management is appropriate having regard to the size of the Company and the nature of its operations. No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical verification of inventories when compared with books of account.

• (b) During the year, The Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, at any point of time during the year, from banks on the basis of security of current assets. In our opinion and according to the information and explanations given to us, the quarterly returns or statements comprising stock statements and book debt statements filed by the Company for certain quarters are in agreement with the Reviewed books of accounts.

• iii. The Company has made investments in, provided guarantee to companies and other parties during the year. The Company has granted loans or advances in the nature of loans, secured or unsecured, to companies and any other parties during the year, in respect of which:

• (a) The Company has granted loans or advances in the nature of loans and guarantee during the year and details of which are given below:

A.	Aggregate amount granted / provided during the year:	Loans	Advances in nature of loan	Guarantee
	- Subsidiaries	2714.00	-	-
	- Joint Ventures	-	-	-
	- Associates	-	-	-
	- Others	-		-
B.	Balance outstanding as atbalance sheet date in respect ofabove cases:	Loans	Advances in nature of loan	Guarantee
	- Subsidiaries	3609.91		1725.00
	- Joint Ventures	-	-	-
	- Associates	-	-	-
	- Others	-		-

• (b) The grant of all the above-mentioned loans and advances in the nature of loans and guarantees provided, during the year are, in our opinion, prima facie, not prejudicial to the Company’s interest.

• (c) The Company has granted loans or provided advances in the nature of loan are payable on demand. During the year the Company has not demanded such loan or advances in the nature of loan. Having regard to the fact that the repayment of principal or payment of interest has not been demanded by the Company, in our opinion the repayments of principal amounts and receipts of interest are regular.

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• (d) According to information and explanations given to us and based on the audit procedures performed, in respect of loans granted and advances in the nature of loans provided by the Company, there is no overdue amount remaining outstanding as at the balance sheet date.

• (e) No loan or advance in the nature of loan granted by the Company which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.

• (f) The Company has granted loans which are repayable on demand or without specifying any terms or period of repayment details of which are given below:

repayment details of which are given below:
Particulars	All Parties- Including Related Party (Rs. In Lakhs)*	Promoters * (Rs. In Lakhs)	Related Parties (Rs. In Lakhs)*
Aggregate amount of loans or advances in the nature of loans which are repayable on demand or without specifying any terms or period of repayment	3609.91	Nil	3609.91
Percentage of loans to the total loans	100%	Nil	100%

• iv. In our opinion and according to the information and explanations given to us, the company has complied with provisions of Section 185 and 186 of the Act in respect of investments made and loans granted, to the extent applicable to the Company. The company has not given guarantee or provided security as provided in section 185 and 186 of the Act.

• v. The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause (v) of the Order is not applicable.

• vi. Having regard to the nature of the Company’s business / activities, company is not required to maintain cost records as per Section 148. Hence reporting under clause(vi) of the Order is not applicable.

• vii. According to information and explanations given to us in respect of statutory dues and on the basis of our examination of the books of account, and records:

• a) The Company has been generally regular in depositing undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State Insurance, Income-Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2023 for a period of more than six months from the date on when they become payable.

• b) According to the information and explanations given to us, there are no statutory dues referred to in sub-clause (a) above which have not been deposited as on 31[st] March, 2023 on account of any dispute, except the following:

Name of Statute	Nature of Dues	Amount (in Lakhs)	Period to which amount relates	Forum where the dispute is pending
Income Tax Act, 1961	Income Tax	726.23	2019-20	CIT-Appeals
Income Tax Act, 1961	Income Tax	355.14	2020-21	CIT-Appeals
Gujarat Value Added Tax Act, 2003	Value Added Tax	82.68	2017-18	NA

viii. There were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 during the year.

• ix. (a) In our opinion, the Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year.

• (b) The company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

• (c) Term loans availed by the company were, applied by the company during the year for which the loans were obtained.

• (d) On an overall examination of the financial statements of the Company, no funds raised on short-term basis have been used for longterm purposes by the Company..

• (e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiary, associate or joint venture.

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• (f) The Company has not raised loans during the year on the pledge of securities held in its subsidiary, associate or joint venture.

• x. (a) According to the information and explanations given by the management, The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause x(a) of the Order is not applicable.

• (b) During the year the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause (x)(b) of the Order is not applicable to the Company.

• xi. (a) To the best of our knowledge, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

• (b) To the best of our knowledge, no report under sub-section (12) of section 143 of the Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

• (c) As represented to us by the Management, there were no whistle blower complaints received by the Company during the year and upto the date of this report.

• xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

• xiii. In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

• xiv. (a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business.

• (b) We have considered, the internal audit reports issued to the company during the year and covering the period up to 31st March, 2023.

• xv. In our opinion during the year the Company has not entered into any non-cash transactions with any of its directors or persons connected with such directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

• xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause (xvi)(a), (b), (c) & (d) of the Order is not applicable.

• xvii. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

• xviii. There has been resignation of the statutory auditors of the Company during the year and there were no issues, objections or concerns raised by the outgoing auditors.

• xix. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

• xx. The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there are no unspent CSR amount for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act or special account in compliance with the provision of sub-section (6) of section 135 of the said Act. Accordingly, reporting under clause (xx) of the Order is not applicable for the year.

For Mahendra N. Shah & Co. Chartered Accountants FRN 105775W

Place : Ahmedabad Date : May 27, 2023

CA Chirag M. Shah Partner M.No. 045706 UDIN: 23045706BGUVSL3158

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ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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“Annexure B” to the Independent Auditors’ Report

Referred to in paragraph 13(f) of Independent Auditor’s report of even date to the members of the Company on Standalone Financial Statements for the year ended March 31, 2023:

Report on the Internal Financial Controls under Clause (1) of Sub-section 3 of Section 143 of the Companies Act, 2013(“the Act”)

We have audited the internal financial controls over financial reporting of Deep Industires Limited (“the Company”) as of March 31, 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Opinion

In our opinion, to the best of our information and according to explanations given to us, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as on March 31, 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reports issued by the Institute of Chartered Accountants of India.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls systems over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s Judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that

• (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company.

• (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company, and

• (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

80

ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies of procedures may deteriorate.

For Mahendra N. Shah & Co. Chartered Accountants FRN 105775W

CA Chirag M. Shah

Place : Ahmedabad Date : May 27, 2023

Partner M.No. 045706 UDIN: 23045706BGUVSL3158

81

ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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STANDALONE BALANCE SHEET AS AT 31ST MARCH 2023

( ` In Lakhs)

|STANDALONE BALANCE SHEET AS AT 31ST MARCH 2023
(In Lakhs)**|**STANDALONE BALANCE SHEET AS AT 31ST MARCH 2023**<br>**( In Lakhs)|STANDALONE BALANCE SHEET AS AT 31ST MARCH 2023
(` In Lakhs)|
|---|---|---|
|Note No.
As at 31st March, 2023
As at 31st March, 2022|||
|ASSETS
NON-CURRENT ASSETS
(a)
Property, Plant and Equipment
4
(b)
Capital Work in Progress
4
(c)
Intangible Assets
4
(d)
Financial Assets
(i)
Investments
5
(ii)
Others Financial Assets
6
(e)
Income Tax Assets (Net)

(f)
Other Non-Current Assets
7
CURRENT ASSETS
(a)
Inventories
8
(b)
Financial Assets
(i)
Investments
9
(ii)
Trade Receivables
10
(iii)
Cash and Cash Equivalents
11
(iv)
Other balances with banks
12
(v)
Other Financial Assets
13
(v)
Loans
14

(c)
Other Current Assets
15

TOTAL ASSETS
EQUITY AND LIABILITIES
EQUITY
(a)
Equity Share Capital
16
(b)
Other Equity
17
Total Equity
LIABILITIES
NON-CURRENT LIABILITIES
(a)
Financial Liabilities
(i)
Borrowings
18

(b)
Deferred Tax Liabilities (Net)
19

CURRENT LIABILITIES
(a)
Financial Liabilities
(i)
Borrowings
20

(ii)
Trade Payables
-
Dues to Micro & Small Enterprises
21

-
Dues to Other than Micro & Small Enterprises
21

(iii)
Other Financial Liabilities
22

(b)
Current Tax Liabilities

(c)
Other Current Liabilities
23

TOTAL EQUITY & LIABILITIES|54,366.72
1,938.16
38,494.36
572.54
245.81
3,508.63
940.50|45,732.95
427.77
38,495.47
1,817.29
419.74
3,792.52
1,088.50
1,00,066.73
91,774.24
2,201.94
5,644.16
12,741.07
758.80
1,999.41
969.72
-
5,134.72
35,753.43
29,449.82
1,35,820.16
1,21,224.06
3,200.00
1,05,949.48
1,16,392.50
1,09,149.48
885.66
4,899.29
11,131.60
5,784.96
1,710.49
226.06
3,350.52
395.36
-
607.19
8,296.06
6,289.62
1,35,820.16
1,21,224.06|
||3,793.19
3,834.62
10,004.02
996.03
2,148.55
771.99
3,730.44
10,474.63||
||3,200.00
1,13,192.50||
||5,075.57
6,056.03||
||1,252.71
25.68
5,270.98
584.90
535.28
626.52
||
|FOR & ON BEHALF OF DEEP INDUSTRIES LTD
sd/-
sd/-
Paras Savla
Rupesh Savla
Chairman & Managing Director
Managing Director
DIN:00145639
DIN : 00126303
sd/-
sd/-
Rohan Shah
Shilpa Sharma
CFO & Whole time Director (Finance)
Company Secretary
DIN : 09154526
Membership No: A34516
Place
: Ahmedabad
Date
: 27-05-2023
As per our report of even date attached
For MAHENDRA N. SHAH & CO.
Chartered Accountants
Firm Registration Number: 105775W
sd/-
Chirag M. Shah
Partner
Membership Number: F-045706
Place
: Ahmedabad
Date
: 27-05-2023|||

82

ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31ST, MARCH, 2023

(` in Lakhs except per equity share data)

Particulars Note No.	Year ended 31st March, 2023	Year ended 31st March, 2023	Year ended 31st March, 2022	Year ended 31st March, 2022
INCOME Revenue from operations 24 Other income 25 TOTAL INCOME EXPENSES Cost of Material Consumed & Operating Expenses 26 Employee benefits expense 27 Finance Costs 28 Depreciation and amortization expenses 29 Other expenses 30 TOTAL EXPENSES Profit/(Loss) before exceptional items and tax Exceptional items (net) Profit/(Loss) before tax Tax items (i) Current tax (ii) Deferred tax Total tax items Profit for the year Other Comprehensive Income Items that will not be re-classified to Profit or Loss 31 Items that will be re-classified to Profit or Loss 31 Income tax relating to items that will not be reclassified to Profit or Loss Total Comprehensive Income for the year Earnings Per Equity Share of face value of 10 each (1) Basic 32 (2) Diluted 32	30,118.36 2,041.22 13,693.64 2,598.15 438.38 2,695.26 2,278.05 (1,468.53) (1,156.74) 4.17 0.00 -	32,159.59 21,703.48 10,456.11 - 10,456.11 (2,625.27) 7,830.84 7,835.01 12.24 12.24	27,156.68 1,036.39 12,150.90 2,208.10 423.20 2,326.31 2,347.56 - (1,802.86) 3.39 1.10 -	28,193.07 19,456.07
				8,737.00
				-
				8,737.00
				(1,802.86)
				6,934.14
				6,938.63
				10.83 10.83

As per our report of even date attached

For MAHENDRA N. SHAH & CO. Chartered Accountants Firm Registration Number: 105775W

sd/-

Chirag M. Shah Partner Membership Number: F-045706

Place : Ahmedabad Date : 27-05-2023

FOR & ON BEHALF OF DEEP INDUSTRIES LTD sd/sd/-

Paras Savla

Rupesh Savla Managing Director DIN : 00126303

Chairman & Managing Director DIN:00145639

sd/-

sd/-

Rohan Shah

Shilpa Sharma

Company Secretary Membership No: A34516

CFO & Whole time Director (Finance) DIN : 09154526 Place : Ahmedabad Date : 27-05-2023

83

ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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STANDALONE STATEMENT OF CASH FLOW FOR THE YEAR ENDED ON 31ST MARCH, 2023

( ` In Lakhs)

|STANDALONE STATEMENT OF CASH FLOW FOR THE YEAR ENDED ON 31ST MARCH, 2023
(In Lakhs)**|**STANDALONE STATEMENT OF CASH FLOW FOR THE YEAR ENDED ON 31ST MARCH, 2023**<br>**( In Lakhs)|STANDALONE STATEMENT OF CASH FLOW FOR THE YEAR ENDED ON 31ST MARCH, 2023
(` In Lakhs)|
|---|---|---|
|PARTICULARS
Year ended 31st Year ended 31st
March, 2023
March, 2022|||
|(A) CASH FLOW FROM OPERATING ACTIVITIES
Profit/ (loss) Before Tax
Adjustments for:
Depreciation and amortization
Interest and finance charges
Interest income
(Gain)/Loss on fixed assets sold/ discarded (net)
(Gain)/Loss on investments sold/ discarded (net)
Dividend Income
Other Non Cash Items
Operating Profit before Working Capital Changes
Adjustments for changes in working capital :
(Increase)/Decrease in Trade Receivables, Loans & Advances and other assets
(Increase)/Decrease in Inventories
Increase/(Decrease) in Trade Payables, Other liabilities and Provisions
Cash Generated from Operations
Income taxes paid
Net Cash generated by Operating activities (Total A)
(B) CASH FLOW FROM INVESTING ACTIVITIES
Purchase/ Disposal of fixed assets & CWIP
Proceeds from sale of Property, Plant and Equipments
Payments for Investments
Proceeds from Investment
Interest Received
Dividend Income
Proceed From Fixed Deposits
Net Cash used in Investing activities (Total B)
(C) CASH FLOW FROM FINANCING ACTIVITIES
Repayment of Secured Loans
Dividend on Equity Shares paid
Finance Cost (Other than Non Cash)
Net Cash used in Financing activities (Total B)
Net Increase/(Decrease) in Cash and Cash Equivalents
Cash and bank balances at the beginning of the year
Cash and bank balances at the end of the year
NOTES:|10,456.11
2,695.26
438.38
(455.12)
(0.06)
(37.12)
(808.41)
(174.51)
12,114.53
(5,529.73)
(1,591.25)
2,306.51
7,300.06
535.28
7,835.34
(11,327.20)
-
-
37.12
330.95
808.41
(149.13)
(10,299.85)
3,732.12
(592.00)
(438.38)
2,701.75
237.23
758.80
996.03|8,737.00
2,326.31
423.20
(215.56)
(499.62)
(177.08)
(2.24)
54.11|
|||10,646.12
(5,175.85)
823.39
1,268.54|
|||7,562.20
(565.18)|
|||6,997.02|
|||(2,553.72)
687.27
(18,048.73)
13,737.84
215.56
2.24
612.84|
|||(5,346.70)|
|||(1,493.05)
(448.00)
(423.20)|
|||(2,364.25)|
|||(713.92)|
|||1,472.73
758.80|

• 1) The above cash flow statement has been prepared as per the “Indirect method” set out in the Indian Accounting Standard (Ind AS) - 7 Statement of Cash Flows

• 2) Figures in bracket indicate cash outflow.

• 3) Previous year figures have been regrouped and recast wherever necessary to confirm to current year’s classification.

84

ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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Cash and cash equivalents at the end of the year consist of cash on hand, cheques, draft on hand and balance with banks as follows:

( ` In Lakhs)

|Cash and cash equivalents at the end of the year consist of cash on hand, cheques, draft on hand and balance with banks as
follows:
(In Lakhs)**|**Cash and cash equivalents at the end of the year consist of cash on hand, cheques, draft on hand and balance with banks as**<br>**follows:**<br>**( In Lakhs)|Cash and cash equivalents at the end of the year consist of cash on hand, cheques, draft on hand and balance with banks as
follows:
(` In Lakhs)|
|---|---|---|
|PARTICULARS
Year ended 31st Year ended 31st
March, 2023
March, 2022|||
|Balances with banks
In current accounts
In EEFCAccounts
Cash on hand|988.19
-
7.84
996.03|461.52
286.35
10.93|
|||758.80|
||||
|Particulars
As at
Net
April 01,
Cashflows
2021|Others|As at
March 31,
2022|
|Non Current Borrowings (Including Current Maturities)
885.66
4,189.91
Current Borrowings
1,710.49
(457.79)|-
-|5,075.57
1,252.71|
|Total
2,596.15
3,732.13|-|6,328.28|
|Non Current Borrowings (Including Current Maturities)
848.28
37.38
Current Borrowings
3,240.92
(1,530.43)|-
-|885.66
1,710.49|
|Total
4,089.20
(1,493.05)|-|2,596.15|

As per our report of even date attached For MAHENDRA N. SHAH & CO. Chartered Accountants Firm Registration Number: 105775W sd/Chirag M. Shah Partner Membership Number: F-045706 Place : Ahmedabad Date : 27-05-2023

FOR & ON BEHALF OF DEEP INDUSTRIES LTD sd/sd/Paras Savla Rupesh Savla Chairman & Managing Director Managing Director DIN:00145639 DIN : 00126303 sd/sd/Rohan Shah Shilpa Sharma CFO & Whole time Director (Finance) Company Secretary DIN : 09154526 Membership No: A34516

CFO & Whole time Director (Finance) DIN : 09154526 Place : Ahmedabad Date : 27-05-2023

85

ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED ON 31ST MARCH, 2023

(A) EQUITY SHARE CAPITAL

For the year ended 31[st] March, 2023

	For the year ended 31st March,	2023
							(` In Lakhs)
	Particulars Balance as at		Change in Equity	Restated	Changes in Equity		Balance
		1stApril, 2022	share capital due	balance as at	share capital		as at 31st
			topriorperiod items	1st April, 2022	**during **	theyear	March, 2023
	EquityShare Capital	3,200.00	-	3,200.00		-	3,200.00
	For the year ended 31st March,	2022
							(` In Lakhs)
	Particulars Balance as at		Change in Equity	Restated	Changes in Equity		Balance
		1stApril, 2021	share capital due	balance as at	share capital		as at 31st
			topriorperiod items	1st April, 2021	**during **	theyear	March, 2022
	Equity Share Capital	3,200.00	-	3,200.00		-	3,200.00
	OTHER EQUITY
	For the year ended 31st March,	2023					(` In Lakhs)
	Particulars		Capital	Security	Retained	**FVOCI **	Total Equity
			Reserve	premium	Earnings	Reserve
				account
	Balance as at 1st April, 2022		6.60	92,800.00	13,102.27	**40.61 **	1,05,949.48
	Addition / (Deduction During the	Year)	-	-	-	-	-
	Transferred from Statement of Profit and Loss		-	-	7,830.84	-	7,830.84
	Dividend on Equity Shares		-	-	(592.00)	-	(592.00)
	Other Comprehensive income/(loss)for theyear		-	-	-	0.00	0.00
	Balance as at 31st March, 2023		6.60	92,800.00	20,341.11	**40.61 **	1,13,188.33
	For theyear ended 31st March,	2022					(` In Lakhs)
	Particulars		Capital	Security	Retained	**FVOCI **	Total Equity
			Reserve	premium	Earnings	Reserve
				account
	Balance as at 1st April, 2021		0.10	92,800.00	6,616.13	36.12	99,452.35
	Addition / (Deduction During the	Year)	6.50	-	-	-	6.50
	Transferred from Statement of Profit and Loss		-	-	6,934.14	-	6,934.14
	Dividend on Equity Shares		-	-	(448.00)	-	(448.00)
	Other Comprehensive income/(loss) for the year		-	-	-	4.49	4.49
	Balance as at 31st March, 2022		6.60	92,800.00	13,102.27	**40.61 **	1,05,949.48

(B) OTHER EQUITY

As per our report of even date attached For MAHENDRA N. SHAH & CO. Chartered Accountants Firm Registration Number: 105775W sd/Chirag M. Shah Partner Membership Number: F-045706 Place : Ahmedabad Date : 27-05-2023

FOR & ON BEHALF OF DEEP INDUSTRIES LTD sd/sd/Paras Savla Rupesh Savla Chairman & Managing Director Managing Director DIN:00145639 DIN : 00126303 sd/sd/Rohan Shah Shilpa Sharma CFO & Whole time Director (Finance) Company Secretary DIN : 09154526 Membership No: A34516 Place : Ahmedabad Date : 27-05-2023

86

ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

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NOTES ANNEXED TO AND FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023

1. CORPORATE INFORMATION

Deep Industries Limited (the “Company”) is a public limited company domiciled in India having its registered office situated at 12A & 14, Abhishree Corporate Park, Ambli Bopal Road, Ambli, Ahmedabad, GJ 380058. The Company was incorporated on 15th November, 2006, under the provisions of the Companies Act, 1956 applicable in India and its equity shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited. The Company is incorporated to carry on all or any of the business of prospecting, exploring, developing, opening and working mines, drilling and sinking shafts or wells and to pump, refine raise, dig and quarry coal bed methane, minerals, ores, gases such as methane gas i.e., CH4. & to provide latest equipments like Air Compressor, Gas Compressor, Rigs, Exploration & Production equipments and other equipments, efficient services like operation and maintenance, man power deployment and execution of turnkey projects related to oil gas sector on charter hire basis and carry on business of transport operators, cartages and haulage contractors, garage proprietors, owners, charterers and lessors of road vehicles of every description and to act as carriers of goods by road, rail, water, air cartage contractors, forwarding, transporting and commission agents, custom agents, wharfingers, cargo superintendents, packers, warehouse- man, storekeeper and job-masters and carry on anywhere in India and out of India the business of running of transportation of all kinds on such lines/routes as the Company may deem fit and to transport all types of goods and generally to carry on the business of the common carriers.

2. BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, (as amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013.

These financial statements have been prepared on a historical cost convention basis, except for the following:

• Certain financial assets and liabilities that are measured at fair value (refer accounting policy regarding financial instruments).

• Defined benefit plans assets measured at fair value.

• Derivative financial instruments

The financial statements have been prepared on going concern basis in accordance with accounting principles generally accepted in India. The financial statements are presented in Indian Rupees (‘INR’) and all values are rounded to the nearest Lakhs (INR 00,000) except when otherwise indicated.

2.1 Summary of significant accounting policies

• a) Current versus non-current classification

An asset is treated as current when it is:

• (i) Expected to be realized or intended to be sold or consumed in normal operating cycle; or

• (ii) Held primarily for the purpose of trading; or

• (iii) Expected to be realized within twelve months after the reporting period; or

• (iv) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is treated as current when it is:

• (i) Expected to be settled in normal operating cycle; or

• (ii) Held primarily for the purpose of trading; or

• (iii) Due to be settled within twelve months after the reporting period; or

• (iv) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Company classifies all other liabilities as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The Company has identified twelve months as its operating cycle.

b) Foreign currencies

The Company financial statements are presented in Indian Rupees. The Company determines the functional currency and items included in the financial statements are measured using that functional currency.

Transactions and balances

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Transactions in foreign currencies are initially recorded by the Company at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of nonmonetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Company initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Company determines the transaction date for each payment or receipt of advance consideration.

c) Fair value measurement

The Company measures financial instruments, such as, derivatives at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Fair-value related disclosures for financial instruments and non-financial assets that are measured at fair value are disclosed in the relevant notes.

d) Revenue from contract with customer

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company has generally concluded that it is the principal in its revenue arrangements, because it typically controls the goods or services before transferring them to the customer.

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Sale of products/ Service

Revenue from sale of products is recognised at the point in time when control of the asset is transferred to the customer. Amounts disclosed as revenue are net of returns and allowances, trade discounts and rebates. The Company collects Goods & Service Tax (GST) on behalf of the government and therefore, these are not economic benefits flowing to the Company. Hence, these are excluded from the revenue.

Variable consideration includes trade discounts, volume rebates and incentives, etc. The Company estimates the variable consideration with respect to above based on an analysis of accumulated historical experience. The Company adjusts estimate of revenue at the earlier of when the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed.

Interest Income

Other revenue streams Interest Income For all debt instruments measured at amortised cost, interest income is recorded using the Effective Interest Rate (EIR). EIR is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset. When calculating the effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses. Interest income is included in “other income” in the Statement of Profit and Loss.

Interest income on fixed deposits is recognised on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head “other income” in the Statement of Profit and Loss.

Dividend income

Dividend on financial assets is recognised when the Company’s right to receive the dividends is established, it is probable that the economic benefits associated with the dividend will flow to the entity, the dividend does not represent a recovery of part of cost of the investment and the amount of dividend can be measured reliably.

Contract balances

Contract assets

A contract asset is initially recognised for revenue earned from sale of goods or services. Upon acceptance by the customer, the amount recognised as contract assets is reclassified to trade receivables.

Contract assets are subject to impairment assessment. Refer to accounting policies on impairment of financial assets in section - Financial instruments – initial recognition and subsequent measurement.

Trade receivables

A trade receivable is recognised if the amount of consideration is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in section - Financial instruments – initial recognition and subsequent measurement.

Contract liabilities

A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Company transfers the related goods or services. Contract liabilities are recognised as revenue when the Company performs under the contract (i.e., transfers control of the related goods or services to the customer).

e) Taxes

Current Tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Company operates and generates taxable income.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Company shall reflect the effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending on which method predicts better resolution of the treatment.

Deferred Tax

Deferred tax is provided using the balance sheet approach on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements at the reporting date.

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Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

The Company offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority.

f) Property, plant and equipment (PPE)

Capital work in progress is stated at cost, net of accumulated impairment loss, if any. Plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.

Depreciation is calculated on a Straight Line Method (SLM) over the estimated useful lives of assets.

The Company has based on a technical review and re-assessment by the management, decided to adopt the existing useful life for certain asset blocks which is lower as against the useful life recommended in Schedule II to the Companies Act, 2013, since the Company believes that the estimates followed are reasonable and appropriate, considered current usage of such assets.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the asset is derecognised.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

g) Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses, if any.

Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the statement of profit and loss unless such expenditure forms part of carrying value of another asset.

An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the asset is derecognised.

Software

Cost of software is amortised over its useful life of 36 months starting from the month of project implementation. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised.

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h) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

i) Leases

The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Company as a lessee

The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

i) Right-of-use assets

The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

The right-of-use assets are also subject to impairment. Refer to the accounting policies in section “Impairment of nonfinancial assets”.

ii) Lease Liabilities

At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

iii) Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to its short-term leases of guest house. (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of guest house that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

Company as a lessor

Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

j) Inventories

Inventories are stated at lower of cost and net realisable value.

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Costs incurred in bringing each product to its present location and condition are accounted for as follows:

• Raw materials: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on weighted average basis.

• Finished goods and work in progress: cost includes cost of direct materials and labour and a proportion of manufacturing overheads (to the extent apportioned based on the stage of completion) based on the normal operating capacity but excluding borrowing costs. Cost is determined on weighted average basis.

• Traded goods: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on FIFO basis.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.

k) Impairment of non-financial assets

The Company assesses at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or Cash-Generating Unit’s (CGU) net selling price and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

Impairment losses, including impairment on inventories, are recognised in the Statement of Profit and Loss, except for properties previously revalued with the revaluation surplus, if any, taken to OCI. For such properties, the impairment is recognised in OCI up to the amount of any previous revaluation surplus.

The impairment assessment for all assets is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Statement of Profit and Loss.

l) Provisions, contingent liabilities and contingent assets

Provisions

A provision is recognised when the Company has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the Statement of Profit and Loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Contingent liabilities

A contingent liability is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the enterprise. Contingent liabilities are disclosed by way of note to the financial statements.

Contingent Assets

A contingent asset is a possible asset that arises from past events the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the enterprise.

Contingent assets are neither recognised nor disclosed in the financial statements.

m) Retirement and other employee benefits

Provident fund

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Retirement benefit in the form of Provident Fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the provident fund. The Company recognises contribution payable to the provident scheme as an expenditure, when an employee renders the related service. If the contribution payable to the scheme for service received before the Balance Sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the Balance Sheet date, then excess is recognised as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

Gratuity

Gratuity liability is defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit credit (PUC) method made at the end of each financial year. The Company contributes to Life Insurance Corporation of India (LIC) and SBI Life Insurance Company Limited, a funded defined benefit plan for qualifying employees.

The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the Balance Sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to Statement of Profit and Loss in subsequent periods.

Past service costs are recognised in Statement of Profit and Loss on the earlier of:

• The date of the plan amendment or curtailment, and

• The date that the Company recognises related restructuring costs.

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognises the following changes in the net defined benefit obligation as an expense in the Statement of Profit and Loss:

• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

• Net interest expense or income

Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised on an undiscounted accrual basis during the year when the employees render the services. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services.

Long-term employee benefits

Other long term employee benefits comprise of compensated absences/leaves. Provision for Compensated Absences and its classifications between current and non-current liabilities are based on independent actuarial valuation. The actuarial valuation is done as per the projected unit credit method.

n) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the company’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies in section “Revenue from contracts with customer”.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment

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is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognized on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

• financial assets at amortised cost

• financial assets at fair value through other comprehensive income (FVTOCI) with recycling of cumulative gains and losses

• financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)

• financial assets at fair value through profit or loss

Financial assets at amortised cost

• A ‘financial assets’ is measured at the amortised cost if both the following conditions are met:

• a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

• b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in other income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. This category generally applies to trade receivables, security deposits and other receivables.

Financial assets at fair value through other comprehensive income (FVTOCI)

• A ‘financial asset’ is classified as at the FVTOCI if both of the following criteria are met:

• a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and

• b) The asset’s contractual cash flows represent Solely Payments of Principal and Interest.

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. For debt instruments, at fair value through other comprehensive income (OCI), interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the profit or loss and computed in the same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in OCI. Upon derecognition, the cumulative fair value changes recognised in OCI is reclassified from the equity to profit or loss

The Company’s debt instruments at fair value through OCI includes investments in quoted debt instruments included under other non-current financial assets.

Financial assets designated at fair value through OCI (equity instruments)

Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under Ind AS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS103 applies are classified as at FVTPL.

Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the statement of profit and loss when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.

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The Company elected to classify irrevocably its non-listed equity investments under this category.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net changes in fair value recognised in the statement of profit and loss.

This category includes derivative instruments and listed equity investments which the Company had not irrevocably elected to classify at fair value through OCI. Dividends on listed equity investments are recognised in the statement of profit and loss when the right of payment has been established.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Company’s balance sheet) when:

• The rights to receive cash flows from the asset have expired, or

• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement~ and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

Impairment of financial assets

In accordance with Ind AS 109, the Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

• a) financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, and bank balance.

• b) Trade receivables.

The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables which do not contain a significant financing component. The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, historical observed default rates are updated and changes in the forward- looking estimates are analysed.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of payables, net of directly attributable transaction costs.

The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and derivative financial instruments.

Subsequent measurement

For purposes of subsequent measurement, financial liabilities are classified in two categories:

• Financial liabilities at fair value through profit or loss

• Financial liabilities at amortised cost (loans and borrowings)

Financial liabilities at fair value through profit or loss

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Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ losses are not subsequently transferred to Profit and Loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss. The Company has not designated any financial liability as at fair value through profit or loss.

Financial liabilities at amortised cost (Loans and borrowings)

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. This category generally applies to borrowings.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.

Reclassification of financial assets

The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Company’s senior management determines change in the business model as a result of external or internal changes which are significant to the Company’s operations. Such changes are evident to external parties. A change in the business model occurs when the Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

o) Derivative financial instruments

The Company uses derivative financial instruments such as foreign currency forward contracts and option currency contracts to hedge its foreign currency risks arising from highly probable forecast transactions. The counterparty for these contracts is generally a bank.

Derivatives not designated as hedging instruments

This category has derivative assets or liabilities which are not designated as hedges.

Although the Company believes that these derivatives constitute hedges from an economic perspective, they may not qualify for hedge accounting under Ind AS 109. Any derivative that is either not designated a hedge, or is so designated but is ineffective, is recognized on balance sheet and measured initially at fair value. Subsequent to initial recognition, derivatives are re-measured at fair value, with changes in fair value being recognized in the statement of profit and loss. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

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p)

Cash & Cash Equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.

q) Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of the Company and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

r) Dividend

The Company recognises a liability to pay dividend to equity holders of the parent when the distribution is authorised, and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

s) Investment in subsidiaries, joint ventures and associates

Equity investments in subsidiaries, joint ventures and associates are shown at cost less impairment, if any. The Company tests these investments for impairment in accordance with the policy applicable to ‘Impairment of non-financial assets’. Where the carrying amount of an investment or CGU to which the investment relates is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount and the difference is recognized in the Statement of Profit and Loss.

2.2 Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company accounting policies, the management of the Company is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the areas of estimation uncertainty and critical judgements that the management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements:

Useful lives of Intangible assets

The intangible assets are amortised over the estimated useful life. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Useful lives of depreciable tangible assets

Management reviews the useful lives of depreciable assets at each reporting date. As at March 31, 2023 management assessed that the useful lives represent the expected utility of the assets to the Company.

Defined benefit plans

The cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on

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available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for determined period and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows, the growth rate used for extrapolation purposes and the impact of general economic environment (including competitors).

2.3 Other Notes

a) Other Statutory Information

• (i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

• (ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

• (iii) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

• (iv) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

• a) directly or indirectly lend or invest in other person or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

• b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

• (v) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

• a) directly or indirectly lend or invest in other person or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

• b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

• (vi) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

• a) 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

• b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) Regulatory Updates :

i) Standards notified but not yet effective

The amendments to standards that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. The Company intends to adopt these standards, if applicable, as and when they become effective. The Ministry of Corporate affairs (MCA) has notified certain amendments to Ind AS, through Companies (Indian Accounting Standards) Amendment Rules, 2023 on 31st March, 2023. The amendments have been made in the following standards:

Ind AS 1: Presentation of Financial Statements is amended to replace the term “significant accounting policies” with “material accounting policy information” and providing guidance relating to immaterial transactions, disclosure of entity specific transactions and more

Ind AS 8: Accounting Policies, Changes in Accounting Estimates and Errors to include the definition of accounting estimates as “monetary amounts in financial statements that are subject to measurement uncertainty.”

Ind AS 12: Income Taxes relating to initial recognition exemption of deferred tax related to assets and liabilities arising from a single transaction.

Other Amendments in Ind AS 102 – Share based Payments, Ind AS 103 – Business Combinations, Ind AS 109 – Financial Instruments, Ind AS 115 – Revenue from Contracts with Customers which are mainly editorial in nature in order to provide better clarification of the respective Ind AS’s.

These amendments shall come into force with effect from April 01, 2023. The Company is assessing the potential effect of the amendments on its financial statements. The Company will adopt these amendments, if applicable, from applicability date.

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(` In Lakhs)	Particulars TANGIBLE ASSETS Tankers Vehicles Air Gas Rigs Computers Building Shed, Office Other Total Compressor Compressor Foundation Equipment, Plant and Packages Packages & Road Furniture & Machinery Fixtures	Cost of Assets: As at 1st April, 2021 0.45 458.61 49.61 39196.02 21973.55 97.18 135.44 5968.31 312.18 147.56 68338.91 Addition / Transfers - 126.14 - 1,250.14 247.88 10.74 - 398.40 6.97 151.17 2,191.44 Disposal / Adjustments - 69.81 - 204.38 - - - - - - 274.19 As at 31st March, 2022 0.45 514.94 49.61 40,241.78 22,221.43 107.92 135.44 6,366.71 319.15 298.73 70,256.16 Addition / Transfers - 309.04 304.96 9,357.48 - 20.01 109.28 1,027.38 113.57 86.20 11,327.92 Disposal / Adjustments - - - - - - - - - - - As at 31st March, 2023 0.45 823.98 354.57 49,599.25 22,221.43 127.92 244.72 7,394.09 432.73 384.93 81,584.08 Depreciation / Amotization: As at 1st April, 2021 0.43 280.08 49.61 11,493.35 4,546.06 85.21 2.86 5,642.73 145.71 38.52 22,284.56 Charged for the year - 40.74 - 1,509.26 700.16 8.31 0.71 18.64 29.37 18.02 2,325.20 Disposal / Adjustments - 64.09 - 22.47 - - - - - - 86.56 As at 31st March, 2022 0.43 256.73 49.61 12,980.14 5,246.22 93.52 3.57 5,661.37 175.08 56.54 24,523.22 Charged for the year - 68.87 - 1,717.74 704.13 10.49 3.32 136.73 33.39 19.47 2,694.15 Disposal / Adjustments - - - - - - - - - - - As at 31st March, 2023 0.43 325.60 49.61 14,697.88 5,950.35 104.01 6.89 5,798.10 208.47 76.02 27,217.36 Net Block As at 31st March, 2022 0.02 258.21 0.00 27,261.64 16,975.21 14.40 131.87 705.34 144.07 242.19 45,732.94 As at 31st March, 2023 0.02 498.38 304.96 34,901.38 16,271.08 23.91 237.83 1,595.99 224.26 308.92 54,366.72 Notes: a) For charges created, refer note ____ b) The company doesn’t have any immovable property where the title deeds are not held in the name of the Company.

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NOTES ANNEXED TO AND FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2023

	THE YEAR ENDED 31ST MARCH 2023	THE YEAR ENDED 31ST MARCH 2023
	(` In Lakhs)
	Amount
4	PROPERTY, PLANT AND EQUIPMENT & CAPITAL WORK-IN-PROGRESS
	Particular	INTANGIBLE ASSETS Softwares Goodwill Total
	Cost of Assets: As at 1st April, 2021 Addition / Transfers Disposal / Adjustments As at 1st April, 2022 Addition / Transfers Disposal / Adjustments As at 31st March, 2023 Depreciation / Amotization: As at 1st April, 2021 Charged for the year Disposal / Adjustments As at 1st April, 2022 Charged for the year Disposal / Adjustments As at 31st March, 2023 Net block As at 31st March, 2022 As at 31st March, 2023	54.53 64,147.47 64,202.00 - - - - - -
		54.53 64,147.47 64,202.00
		- - - - - -
		54.53 64,147.47 64,202.00
		46.44 25,658.99 25,705.43 1.11 - 1.11 - - -
		47.55 25,658.99 25,706.54
		1.11 - 1.11 - - -
		48.66 25,658.99 25,707.65
		6.98 38,488.48 38,495.46 5.87 38,488.48 38,494.36

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NOTES ANNEXED TO AND FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2023

						(` In Lakhs)
						Amount
4C	PROPERTY, PLANT AND EQUIPMENT & CAPITAL WORK-IN-PROGRESS
	Capital Work-in-Progress
	As at 1stApril, 2021					65.50
	Addition					362.27
	Transfer / Adjustments					-
	As at 31st March, 2022					427.77
	Addition					9,846.64
	Transfer / Adjustments					8,336.26
	As at 31st March,2023					1,938.16
						(` In Lakhs)
	Capital Work-in-Progress Ageing ScheduleAmount in CWIP for aperiod of
		< 1year	1-2years	2-3years	> 3 Year	Total
	Project in Progress as at 31stMarch 2022	362.27	43.30	22.20	-	427.77
	Project in Progress as at 31st March 2023	1763.27	174.90	-	-	1,938.16

	THE YEAR ENDED 31ST MARCH 2023	THE YEAR ENDED 31ST MARCH 2023
			(` In Lakhs)
			Amount
4C	PROPERTY, PLANT AND EQUIPMENT & CAPITAL WORK-IN-PROGRESS Capital Work-in-Progress As at 1stApril, 2021 Addition Transfer / Adjustments As at 31st March, 2022 Addition Transfer / Adjustments As at 31st March,2023 Capital Work-in-Progress Ageing ScheduleAmount in CWIP for aperiod of		65.50 362.27 -
			427.77 9,846.64 8,336.26
			1,938.16
			(` In Lakhs)
	< 1year 1-2years 2-3years > 3 Year		Total
	Project in Progress as at 31stMarch 2022 362.27 43.30 22.20 -		427.77
	Project in Progress as at 31st March 2023 1763.27 174.90 - -		1,938.16
The company does not have any project temporarily suspended or any CWIP which is overdue or has exceeded its cost compared to its original plan. (` In Lakhs)
Sr. Particulars No. of No. Shares/ Units		As at No. of 31st March, Shares/ 2023 Units	As at 31st March, 2022
5 - INVESTMENTS - NON-CURRENT Investments at Cost Investment in Subsidiaries (Unquoted) (a) Investments in Equity Shares 74% share in Deep Onshore Drilling Services Pvt. Ltd. 7,400 100 % share in Deep International DMCC 50 80 % share in RAAS EQUIPMENT PVT LTD 800 100 % share in Deep Onshore Services Private Limited 30,01,000 (b) Investments in Preference Shares Preferene Share of Raas Equipment Pvt Ltd of`10 Each 15,00,000 (c) Other Investments - Preference Shares of Prabha Energy Pvt Ltd - - Shares of Mehsana Nagarik Co-Op Sahakari Bank Ltd. 400 - National Saving Certificate - Investments at Fair value through Profit and Loss Investments (Quoted) (a) Other Investments - 9Unicorns Accelerator Fund Investments at Fair value through OCI Investments (Quoted) (a) Investments in Equity Shares - Vama Industries Limited 12,500 - Power Trading Corporation 4,000 Market Value of Quoted Investment Book Value of Unquoted Investment Investment in Subsidiaries is carried at Cost in accordance with Ind AS 27		0.74 7,400 8.90 50 0.08 800 300.10 1,000 150.00 15,00,000 - 93000 0.10 400 1.96 - 461.88 106.25 - 1.12 12,500 3.29 4,000 4.41 572.54 4.41 568.13	0.74 8.90 0.08 0.10 150.00 1,581.00 0.10 1.96
			1,742.88
			70.00 1.12 3.29
			4.41 1,817.29
			4.41 1,812.88

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	ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED	ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED
	(` In Lakhs)
Sr. No.	Particulars As at 31st As at 31st March, 2023 March, 2022
6 - 7 - 8 - 9 - **10 - **	OTHER FINANCIAL ASSETS - NON CURRENT Security deposits (Unsecured, considered good) Margin Money deposits with bank held as security with more than 12 months maturity OTHER NON CURRENT ASSETS Capital Advances Advances other than Capital Advances Balance with Govt Authorities Duty paid under Protest INVENTORIES As taken, valued and certified by the Management At lower of Cost and Net Realizable Value a. Stores and Spares b. Others - Stock of Oil & Lubricants C. Equipment INVESTMENTS - CURRENT Investments (Quoted) Investments Measured at Fair Value through Profit and Loss Investments in Mutual Funds ICICI Prudential Flexible Income - Growth HDFC Liquid Fund Investment in Commodity Investments (Unquoted) Investment - Market Linked Debenture Investment in Portfolio Management Service : Investment Measured at Amortised Cost Investment Others - Commercial Paper Investment in Debt Fund Market Value of Quoted Investment Book Value of Unquoted Investment TRADE RECEIVABLES - CURRENT Trade Receivables considered good - Unsecured Less: Allowance for expected credit loss	245.81 107.28 - 312.46 245.81 419.74 910.60 1,028.01 - 15.77 19.75 34.57 10.15 10.15 940.50 1,088.50 1,929.44 983.42 253.32 8.31 1,610.44 1,210.21 3,793.19 2,201.94 - 1,439.30 - 1,661.68 1,121.86 1,588.55 501.00 400.00 204.08 554.63 1,007.67 - 1,000.00 0.00 3,834.62 5,644.16 1,121.86 4,689.53 2,712.75 954.63 10,004.02 12,741.07 - - 10,004.02 12,741.07

Notes: The concentration of credit risk is very limited due to the fact that the large customers are mainly public sector units (which are government undertakings). Hence, Expected Credit Loss is Nil. Trade Receivables ageing schedule as at 31st March, 2023

			Outstanding for following	Outstanding for following	Outstanding for following	periods from Bill	periods from Bill	periods from Bill	date	Total
Particulars		**Not Due **		Less than 6 months-			1-2	**2-3 **	More than
				6 months	1year	years		years	3years
i.	Undisputed Trade Receivables -
	Considered good	3,109.48		5,451.18	494.29	949.07		-	-	10,004.02
ii.	Undisputed Trade Receivables -
	Which have significant increase in credit risk		-	-	-		-	-	-
iii.	Undisputed Trade Receivables - Credit impaired		-	-	-		-	-	-
iv.	Disputed Trade Receivables -
	Considered good		-	-	-		-	-	-
v.	Disputed Trade Receivables -
	Which have significant increase in credit risk		-	-	-		-	-	-
vi.	Disputed Trade Receivables - Credit impaired		-	-	-		-	-	-
		3,109.48		5,451.18	494.29	949.07		-	**- **	10,004.02

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Trade Receivables ageing schedule as at 31st March, 2022

	Trade Receivables ageing schedule as at 31st March, 2022
	Outstanding for following periods from Bill date Total Particulars Not Due Less than 6 months- 1-2 2-3 More than 6 months 1year years years 3years
	i. Undisputed Trade Receivables - Considered good 2,390.99 7,931.91 2,171.87 246.30 - - 12,741.07 ii. Undisputed Trade Receivables - Which have significant increase in credit risk - - - - - - iii. Undisputed Trade Receivables - Credit impaired - - - - - - iv. Disputed Trade Receivables - Considered good - - - - - - v. Disputed Trade Receivables - Which have significant increase in credit risk - - - - - - vi. Disputed Trade Receivables - Credit impaired - - - - - -
	2,390.99 7,931.91 2,171.87 246.30 - - 12,741.07
	(` In Lakhs)
Sr. No.	Particulars As at 31st As at 31st March, 2023 March, 2022
11 - 12 - 13 - **14 - **	CASH AND CASH EQUIVALENTS A) Balances with Banks - In Current Accounts 988.19 461.52 - In EEFC Accounts - 286.35 988.19 747.87 B) Cash on Hand 7.84 10.93 7.84 10.93 996.03 758.80 OTHER BALANCES WITH BANKS A) Eamarked balances with banks (Unpaid Dividend) 2.34 1.08 2.34 1.08 B) Others - Margin Money deposits with bank held as security with more than 3 months but less than 12 months maturity 2,146.21 1,998.33 2,146.21 1,998.33 2,148.55 1,999.41 Notes: a) For charges created,refer note 18. b) Margin money is pledged / lien against letter of credit & other credit facilities from bank. OTHER FINANCIAL ASSETS - CURRENT Interest Accrued & Receivable - Fixed Deposits 32.77 38.35 Interest Receivables - Others 68.94 2.01 Advances to Subsidiaries 0.85 913.92 Advances to Staff 4.36 6.98 Advance to Suppliers 641.55 8.46 Advance for Acquisition 23.52 - 771.99 969.72 Notes: a) For advance to subsidiaries,refer note 37. Includes amount of INR 23.52 Lacs (Previous Year: Nil) deposited for bid towards acquisition of GIT Textiles Limited through Insolvency & Bankruptcy Code. CURRENT FINANCIAL ASSETS - LOANS (Unsecured, Considered Good) - - Loans to Subsidiary Companies(Refer Note : 37) 3,730.44 - 3,730.44 -

Notes:

a) For loans to subsidiaries, INR 27.52 Crores is to Deep Onshore Services Private Limited for revival of Dolphin Offshore Enterprises (India) Limited. Refer Note 37. b) Current loans to subsidiaries are receivable on mutually agreed terms carrying an interest rate ranging from 8.5% to 9.5% p.a. c) Unrealised interest at the year end is added with the principal amount.

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	ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED
	(` In Lakhs)
Sr. Particulars No.	As at 31st As at 31st March, 2023 March, 2022
15 - OTHERS CURRENT ASSETS Unsecured, considered good, unless otherwise stated Balance with Government Authorities Advance Taxes & TDS Receivables-(Net of Provisions) Prepaid Expenses Advances to Vendors Others Receivables Balancing Gratuity Fund ONGC Bank DD - Guarantee for Contracts 16 - SHARE CAPITAL Authorised: 6,41,32,000 Equity Shares of Rs. 5/- each (3,20,66,000 Equity Issued, Subscribed and paid-up: 6,40,00,000 Equity Shares of Rs. 5 each fully paid up (PY - 3,20,00,000 Equity Shares of Rs. 10 each fully paid up) 16.1 Reconciliation of number of Equity shares outstading at the Particulars (Equity Shares of5**<br>**Each Fully Paid up) (PY: Rs. 10 Each)**<br>—<br>At the beginning of the year<br>—<br>Issue/Adjustments during the period<br>—<br>Outstanding at the end of the year|**1,880.51**<br>828.40<br>**-**<br>483.00<br>**103.77**<br>119.79<br>**8,355.08**<br>3,386.87<br>**111.79**<br>-<br>**3.95**<br>3.17<br>**19.51**<br>313.49<br>**10,474.63**<br>5,134.72<br>Shares of Rs 10 Each)<br>**3,206.60**<br>3,206.60<br>**3,200.00**<br>3,200.00<br>**3,200.00**<br>3,200.00<br>**beginning & at the end of the reporting period**<br>**As at 31 March 2023**<br>**As at 31 March 2022**<br>**No of**<br>**Value No of Value` Shares Shares 3,20,00,000 32,00,00,000 3,20,00,000 32,00,00,000 3,20,00,000 - - -
	6,40,00,000 32,00,00,000 3,20,00,000 32,00,00,000

16.2 Details of Equity Shares held by shareholders holding more than 5% of the aggregate shares in the Company Name of the Shareholders As at 31st March, 2023 As at 31st March, 2022 (Equity Shares of ` 5 Each Fully Paid up) (PY: Rs. 10 Each)

Name of the Shareholders (Equity Shares of` 5 Each Fully Paid up) (PY: Rs. 10 Each)	As at 31st March, 2023 As at 31st March, 2022
Rupesh Savla Family Trust Shantilal Savla Family Trust Priti Paras Savla Dharen Shantilal Savla	No. of Share % of No. of Share % of held Holding held Holding 2,01,53,816 31.49% 1,00,76,908 31.49% 81,25,152 12.70% 40,62,576 12.70% 41,17,644 6.43% 20,58,822 6.43% 41,17,644 6.43% 20,58,822 6.43%
	3,65,14,256 57.05% 1,82,57,128 57.05%

16.3 Details of Equity Shares held by Promoters holding more than 5% of the aggregate shares in the Company

Name of the Shareholders As at 31st March, 2023 As at 31st March, 2022 (Equity Shares of ` 5 Each Fully Paid up) (PY: Rs. 10 Each)

Name of the Shareholders (Equity Shares of` 5 Each Fully Paid up) (PY: Rs. 10 Each)	As at 31st March, 2023 As at 31st March, 2022
Rupesh Savla Family Trust Shantilal Savla Family Trust Priti Paras Savla Dharen Shantilal Savla	No. of Share % of No. of Share % of held Holding held Holding 2,01,53,816 31.49% 1,00,76,908 31.49% 81,25,152 12.70% 40,62,576 12.70% 41,17,644 6.43% 20,58,822 6.43% 41,17,644 6.43% 20,58,822 6.43%
	3,65,14,256 57.05% 1,82,57,128 57.05%

16.4 The Board of Directors at its meeting held on 6th February 2023 approved the sub division of its Equity shares of face value Rs. 10 each into Equity shares of face value Rs. 5 each. The said sub division was further approved by the Share holders through Postal Ballot on 16th March 2023. The Company had fixed 10th April, 2023 as the record date for the purpose of sub-division of the Equity Shares. The Basic and Diluted EPS for the prior periods of standalone and the consolidated financial statements have been restated considering the face value of Rs. 5 each in accordence with Ind AS 33 - “Earning per Share”. Refer note 31.

• 16.5 In the event of liquidation, the Equity Sharesholders are eligible to receive the remaining Assets of the company after Distribution of all Preferential amount, in proportion to Shareholding.

• 16.6 There are no shares issued pursuant to contract without payment being received in cash, allotted as fully paid up by way of bonus shares and bought back during the last 5 years.

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				(` In Lakhs)
Sr.	Particulars		As at 31st	As at 31st
No.			**March, 2023 **	March, 2022
**17 - **	OTHER EQUITY
	(A)	Other Reserves
		Securities Premium
		Balance as per last financial year	92,800.00	92,800.00
		Add: Addition during the year	-	-
			92,800.00	92,800.00
		Capital Reserve
		Balance as per last financial year	6.60	0.10
		Add: Addition during the year	-	6.50
			6.60	6.60
	(B)	Retained Earnings
		Balance as per last financial year	13,102.27	6,616.13
		Add: Net Profit For the year	7,830.84	6,934.14
		Less: Appropriations
		Dividend on Equity Shares	(592.00)	(448.00)
			20,341.11	13,102.27
	(C)	Other Comprehensive Income
		FVOCI Reserve
		Balance as per last financial year	40.61	36.12
		Add/Less: Changes during the year	4.17	4.49
			44.78	40.61
		Total	1,13,192.50	1,05,949.48

Nature of Other Reserves

Securities Premium Account :

Securities Premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Capital Reserve :

Represent a non-distributable reserve.

Retained Earnings :

Represent amount that can be distributed as dividend considering the requirements of Companies Act, 2013.

18 - NON-CURRENT - FINANCIAL LIABILITIES - BORROWINGS

NON-CURRENT - FINANCIAL LIABILITIES - BORROWINGS	NON-CURRENT - FINANCIAL LIABILITIES - BORROWINGS
Secured
a.	Term Loans
	From banks
	- Rupee Term Loans	4,618.74	1,431.22
	- Vehicle Loans & Other Loan	456.83	228.23
	Less: Current Maturities of Long Term Debts	-	(773.79)
	Other
		5,075.56	885.66

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Bank	Nature	Tenure	Start Date	End Date	Rate of	Primary Security
					Interest
ICICI Bank	Home Loan	160 Months	10/05/2015	02/05/2033	7.95%	302,Oasis,Cts No170, Akruliroad,
						Kandivali, Mumbai-400101
	Vehicle Loan	60 Months	04/01/2020	03/10/2025	8.57%	Hypothicated against respective
		60 Months	07/05/2020	06/05/2025	8.21%	vehicle
		60 Months	03/01/2022	02/01/2027	7.25%
		60 Months	03/05/2022	02/05/2027	7.25%
		60 Months	06/01/2022	05/01/2027	7.50%
		60 Months	07/01/2022	06/01/2027	7.70%
		60 Months	07/01/2022	06/01/2027	7.70%
HDFC Bank		60 Months	11/07/2022	10/07/2027	7.90%
IndusInd Bank	FD / OD
ICICI Bank	Term Loan	36 Months	24/01/2023	24/12/2025	6.70%	1. Movable Fixed Assets (I.E. Asset

1. Movable Fixed Assets (I.E. Asset & Machinery),

2. Immovable Assets: Visat Petroleum, Nr.Visat Circle, Ahmedabad Mehsana Highway, Motera, Ahmedabad-380005

3. Current Assets Secondary Security as movable fixed assets.

|IndusInd Bank
Cash Credit
The Company has availed Working Capital Facilities from IndusInd Bank, ICICI Bank & Axis
Bank under multiple banking format with PNB Investment Services Limited (PNBISL) acting
as Security Trustee. The security is as below:
ICICI Bank
i.
First Pari Passu charge on the entire current assets of the company- both present and
future (except those receivables which are exclusively charged by the Term Loan
Lenders ) with other working capital lenders.
Axis Bank
ii.
Second pari passu charge over entire fixed assets of the company (except those fixed
assets which are exclusively charged by the Term Loan lenders) with other working
capital lenders.
Note: The above mention securities and the charge on the same is held by PNBISL on behalf of
and for the benefit of all 3 working capital lenders i.e Indusind Bank , ICICI Bank and Axis Bank.
(In Lakhs)**|IndusInd Bank<br>Cash Credit<br>The Company has availed Working Capital Facilities from IndusInd Bank, ICICI Bank & Axis<br>Bank under multiple banking format with PNB Investment Services Limited (PNBISL) acting<br>as Security Trustee. The security is as below:<br>ICICI Bank<br>i.<br>First Pari Passu charge on the entire current assets of the company- both present and<br>future (except those receivables which are exclusively charged by the Term Loan<br>Lenders ) with other working capital lenders.<br>Axis Bank<br>ii.<br>Second pari passu charge over entire fixed assets of the company (except those fixed<br>assets which are exclusively charged by the Term Loan lenders) with other working<br>capital lenders.<br>Note: The above mention securities and the charge on the same is held by PNBISL on behalf of<br>and for the benefit of all 3 working capital lenders i.e Indusind Bank , ICICI Bank and Axis Bank.<br>**( In Lakhs)|
|---|---|
|Sr.
Particulars
No.|As at 31st
As at 31st
March, 2023 March, 2022|
|19 - DEFERRED TAX LIABILITIES (NET)
Opening Balance
Addition during the year
Closing Balance
Deferred Tax Liabilities
Difference between Tax Base and Book Base
Gross Deferred Tax Liabilities (a)
Deferred Tax Assets (Created out of Unabsorbed Depreciation)
Difference between Tax Base and Book Base
Deferred Tax Assets (b)
Net Deferred Tax Liabilities|4,899.29
3,096.43
1,156.74
1,802.86
6,056.03
4,899.29
6,056.03
5,657.03
6,056.03
5,657.03
-
757.74
-
757.74
6,056.03
4,899.29|

On account of Scheme of Arrangement approved by Hon’able NCLT, the Company recognized ‘Goodwill’ in the books of account. On the said goodwill, the Company was claiming amortisation in the books of account and depreciation in the Tax laws while filling return of income for assessment years up to 2020-21. Now, with the amendment brought in by Finance Bill, 2021 on prospective basis, no depreciation would be allowable on goodwill from 01 April 2020 (assessment year 2021-22 onwards). As per the change, goodwill of a business or profession will not be considered as a depreciable asset and there would not be any depreciation on goodwill of a business or profession in any situation. Accordingly, the Company is required to reverse majority of its deferred tax liability created in earlier years (i.e. demerger effective from 1st April, 2017) and bring its deferred tax provision at par with the requirement of the law.

20 - CURRENT FINANCIAL LIABILITIES - BORROWINGS Secured

RENT FINANCIAL LIABILITIES - BORROWINGS red
From banks
- Cash Credits	781.28	260.38
- Bank Overdraft	471.43	676.32
Current Maturities of Long Term Debts	-	773.79
	1,252.71	1,710.49

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( ` In Lakhs)

			(` In Lakhs)
Sr. No.	Particulars		As at 31st As at 31st March, 2023 March, 2022
**21 - **	TRADE PAYABLES - CURRENT Total outstanding dues of micro enterprises and small enterprises 25.68 226.06 Total outstanding dues of other than micro enterprises and small enterprises 5,270.98 3,350.52 5,296.65 3,576.58 Outstanding for following periods from bill date Total Less than 1-2 2-3 More than 1year years years 3 Years
	Trade payables ageing schedule as at 31st March, 2023
	(i) MSME (ii) Others (iii) Disputed Dues-MSME (iv) Disputed Dues-Others	25.68 - - - 25.68 5,270.98 - - - 5,270.98 - - - - - - - - - -
	Total	5,296.65 - - - 5,296.65
	Trade payables ageing schedule as at 31st March, 2022
	(i) MSME (ii) Others (iii) Disputed Dues-MSME (iv) Disputed Dues-Others	45.51 180.55 - - 226.06 3,189.25 161.27 - - 3,350.52 - - - - - - - - - -
	Total	3,234.76 341.82 - - 3,576.58

Note :

DUES TO MICRO AND SMALL ENTERPRISES

The dues of Micro Enterprises and Small Enterprises as required under the Micro, Small and Medium Enterprises Development Act, 2006 to the extent information available with the Company is given below:

Act, 2006 to the extent information available with the Company is given below:
	(` In Lakhs)
Sr. Particulars No.	As at 31st As at 31st March, 2023 March, 2022
(A) The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year (i) Principal amount due to micro enterprises and small enterprises (ii) Interest due on above (B) The amount of interest paid by buyer in terms of section 16 of MSMED Act, 2006 along with the amount of payment made to supplier beyond the appointed day during the year. (C) The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under MSMED Act, 2006 (D) The amount of interest accrued and remaining unpaid at the end of each accounting year (E) The amount of further interest remaining due and payable even in succeeding years, until such date when interest dues above are actually paid to the small enterprises, for the purpose of disallowance of deductible expenditure under section 23 of MSMED Act, 2006 22 - OTHER FINANCIAL LIABILITIES - CURRENT Unpaid Dividends Salary payable Other Payable Expenses Payable 23 - OTHER CURRENT LIABILITIES Statutory liabilities* Advances received from Customers	25.00 226.06 0.68 - - - - - - - 2.34 1.08 199.73 163.75 32.39 32.03 350.44 198.50 584.90 395.36 626.52 600.91 - 6.28 626.52 607.19

• Statutory liabilities includes GST, TDS, VAT, CST, Professional Tax & Provident Fund.

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			(` In Lakhs)
Sr.	Particulars	Year Ended	Year Ended
No.		31st March, 23	31st March, 22
**23 - **	REVENUE FROM OPERATIONS
	(I) Operating Revenues:
	Sale of Services	-	-
	Domestic	29,420.62	26,238.23
	Export	-	-
	Sale of Spares*	-	-
	Domestic	677.97	858.87
	Export	19.77	59.58
		30,118.36	27,156.68
	*Sale of Spares are incidental to Sale of Services
	* For sale to related parties, pleaserefer note 17
**24 - **	OTHER INCOME
	Interest Income:
	From banks	114.61	135.64
	From others	340.51	79.92
	Dividend Income	808.41	2.24
	Profit on sale of Investments (Net)	268.57	774.44
	Net Foreign Exchange Currency Fluctuation Gain	470.44	-
	Rent Income	3.36	3.07
	Net gain on fair valuation of mutual funds	24.39	29.94
	Insurance Claim Received	-	0.16
	Other Income	10.94	10.99
		2,041.22	1,036.39
**25 - **	COST OF MATERIAL CONSUMED & OPERATING EXPENSES
	Consumption Spares, Oil & Other Operating Expense	11,336.66	7,964.30
	Equipment Running & Maintainence Expenses	2,356.98	4,186.60
		13,693.64	12,150.90
**26 - **	EMPLOYEE BENEFITS EXPENSES
	Salaries, Wages, Bonus and Other Employee Benefits	2,493.07	2,063.39
	Contribution to Provident and Other funds	-	37.82
	Staff & Labour Welfare expenses	105.08	106.89
		2,598.15	2,208.10
**27 - **	FINANCE COSTS
	Interest Costs
	Interest on Financial Liabilities of Banks	246.01	223.95
	Other borrowing costs
	Other Interest & Finance Charges	192.37	199.25
		438.38	423.20
**28 - **	DEPRECIATION AND AMORTIZATION EXPENSES
	Depreciation & Amortization of Property, Plant & Equipments (Refer Note No. 4)	2,694.15	2,325.20
	Amortization of Other Intangible Assets (Refer Note No. 4)	1.11	1.11
		2,695.26	2,326.31

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			(` In Lakhs)
Sr.	Particulars	Year Ended	Year Ended
No.		31st March, 23	31st March, 22
**29 - **	OTHER EXPENSES
	Power & Fuel Expenses	28.29	26.89
	Repairs, maintenance and refurbishing
	- To Buildings	152.00	34.78
	- To Machineries	37.51	21.48
	- To Others	41.55	30.67
	Short Term Lease Rental	295.52	244.41
	Rates and taxes	50.58	62.94
	Insurance & Freight	80.63	132.08
	Communication Expense	16.21	12.23
	Legal and professional charges	688.83	681.14
	Director Sitting Fees	2.40	2.40
	ROC Filing Fees	0.83	0.49
	Payment to the Auditors
	- As Statutory Audit fees	8.48	5.07
	- For Taxation Matters	-	1.35
	- For Other	0.47	0.64
	Printing & Stationery Expenses	11.55	10.84
	Office Expenses	130.91	97.42
	CSR Expenditures*	100.00	56.60
	Donations	52.65	-
	Travelling and Conveyance
	- For Director’s Travelling	41.91	29.22
	- For others	167.34	104.37
	Security Service Charges	64.33	47.57
	Advertisement & Sales Promotion Expenses	21.03	29.90
	Hotel, Loading and Boarding Expense	124.75	108.31
	Loss on Investments (Net)	81.62	151.83
	Brokerage & Commssion Expenses	21.14	28.58
	Storage Charges	6.96	9.63
	Net Foreign Exchange Currency Fluctuation Loss	-	24.22
	Bad Debts	-	325.10
	Miscellaneous Expenses	50.58	67.39
		2,278.05	2,347.54
	*Refer note 35.
**30 - **	OTHER COMPREHENSIVE INCOME
	Re-measurement of post employment benefit plans	4.17	3.39
	Re-measurement gains/ (losses) on fair valuation of financial instruments	0.00	1.10
		4.17	4.49
31-	EARNINGS PER EQUITY SHARE
	Net Profit attributable to the Equity Shareholders (`in lakhs) (A)	7,830.84	6,934.16
	Weighted average number of Equity Shares outstanding during the period (B)	6,40,00,000	6,40,00,000
	Nominal value of Equity Shares (`)	5	5
	Basic/Diluted Earnings per Share (`) (A/B)	12.24	10.83

“Previous year EPS restated due to split in No. of shares. Refer note 16.4”

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	ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED
	(` In Lakhs)
Sr. No.	Particulars As at 31st As at 31st March, 2023 March, 2022
**32 - **	CONTINGENT LIABILITIES AND COMMITMENTS CONTINGENT LIABILITIES (a) Claims against the Company not acknowledged as debts (Net of Payments) 1164.15 1081.37 (b) Guarantees given (Net) 1725.00 3779.82 CAPITAL COMMITMENTS (Net of Advance) 2,115.00 - Guarantees given includes Corporate Guarantee given for Raas Equipments Private Limited of INR 1,725.00 Lacs. Statute Amount Financial Year Income Tax 726.33 2019-20 Income Tax 355.14 2020-21 Gujarat VAT 82.68 2017-18

33 - SEGMENT REPORTING

As per para 4 of Ind AS 108 “Operating Segments”, if a single financial report contains both consolidated financial statements and the separate financial statements of the Parent Company, segment information may be presented on the basis of the consolidated financial statements. Thus, the information related to disclosure of operating segments required under Ind AS 108 “Operating Segments”, is given in ConsolidatedFinancial Statements.

The Revenue during FY 2022-23 with the single external customer amounting to 10% or more of the Companys Revenueis

Name of the customer	(` in lakhs)	% Share to
	Amount	Total Sales
Oil And Natural Gas Corporation	13,671.00	45.39%
Oil India Limited	4,029.06	13.38%
Vedanta & Cairn	3,813.42	12.66%
	21,513.48	71.43%
Total Annual Sales During the year	30,118.36	100%

34 - DISCLOSURES AS REQUIRED BY INDIAN ACCOUNTING STANDARD (IND AS) 19 EMPLOYEE BENEFITS

The Company has classified the various benefits provided to employees as under:-

(a) Defined contribution plans

Provident fund

The Company has recognized the following amounts in the statement of profit and loss:

Employers’ contribution to provident fund

INR 48.31 Lakhs for year ended 31st March 2023 ( year ended 31st March 2022 INR 37.82 Lakhs )

(b) Defined benefit plans

Gratuity

In accordance with Indian Accounting Standard 19, actuarial valuation was done in respect of the aforesaid defined benefit plans based on the following assumptions

Key Assumptions considered :

	Gratuity (funded)
	As at 31st As at 31st March, 2023 March, 2022
Discount rate(per annum) Future salary increase Retirement age Withdrawal rates - Up to 25 years - From 26 to 35 years - From 35 to 45 years - From 45 to 55 years - From 55 to 58 years	7.30% 6.90% 6.00% 6.00% 58 years 58 years 20.00% 15.00% 20.00% 12.00% 20.00% 9.00% 20.00% 6.00% 20.00% 3.00%

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Financial Assumptions

The discount rate and salary increases assumed are the key financial assumptions and should be considered together; it is the difference or ‘gap’ between these rates which is more important than the individual rates in isolation.

Discount Rate

The rate used to discount other long term employee benefit obligation (both funded and unfunded) shall be determined by reference to market yield at the Balance Date on high quality corporate bonds. In countries where there is no deep market in such bonds the market yields (at the Balance Sheet Date) on government bonds shall be used. The currency and term of the corporate bond or government bond shall be consistent with currency and estimated term of the post employment benefit obligation.

Salary Escalation Rate

This is Management’s estimate of the increases in the salaries of the employees over the long term. Estimated future salary increases should take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

(A)	Gratuity (Funded) As at As at 31st March, 2023 31stMarch, 2022 (Rs. In Lakhs) (Rs. In Lakhs)	Gratuity (Funded)
	Change in present value of the defined benefit obligation during the year Present value of obligation as at the beginning of the year 12.31 11.71 Interest Cost 0.79 0.71 Current Service Cost 3.75 3.94 Change in Financial Assumption (0.16) (0.37) Change in Demographic Assumption 0.48- Due to Experience Adjustment (5.33) (3.56) Benefits Paid 0.00 (0.13) Actuarial (Gain)/Loss on arising from Change in Financial Assumption -- Actuarial (Gain)/Loss on arising from Experience Adjustment -- Past Service Cost --
	Present value of obligation as at the end of theyear 11.83 12.31
(B)	Change in fair value of plan assets during the year Fair Value of plan assets at the beginning of the year 15.48 15.09 Interest Income 0.30 0.52 Contributions by the employer - - Benefits paid - 0.13 Return on plan assets - -
	Fair Value of plan assets at the end of the year 15.78 15.48
(C)	Net Asset/ (Liability) recorded in the Balance Sheet Present value of Funded obligation as at the end of the year (3.95) (3.17) Present value of obligation as at the end of the year - - Net (Asset)/ Liability Current (3.95) (3.17)
	Net (Asset)/ Liability-Non-Current - -
(D)	Expenses recorded in the Statement of Profit & Loss during the year Interest Cost (0.35) (0.35) Current Service Cost 3.75 3.94
	Total expenses included in employee benefit expenses 3.40 3.59
(E)	Recognized in Other Comprehensive Income during the year Actuarial (Gain)/Loss on arising from Change in Financial Assumption (0.16) (0.37) Actuarial (Gain)/Loss on arising from Change in Demographic Assumption 0.48- Actuarial (Gain)/Loss on arising from Experience Adjustment (5.33) (3.56) Return onplan assets 0.84 0.54
	Recognized in Other Comprehensive Income (4.17) (3.39)
(F)	Maturity profile of defined benefit obligation Within 12 months of the reporting period (3.95) (3.17) Between 2 and 5 years (0.67) - Between 6 and 10 years - -

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	ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED	ANNUAL REPORT 2022-23 P INDUSTRIES LIMITED
	Gratuity (Funded) As at As at 31st March, 2023 31stMarch, 2022 (Rs. In Lakhs) (Rs. In Lakhs)	Gratuity (Funded)
(G)	Quantitative sensitivity analysis for significant assumption is as below: (Note - I) 0.5 % increase in discount rate 11.63 11.88 0.5 % decrease in discount rate 12.04 12.77 0.5 % increase in salary increase rate 12.04 12.77 0.5 % decrease in salary increase rate 11.63 11.87 10 % increase in Withdrawal Rate Sensitivity 11.88 12.35 10 % decrease in Withdrawal Rate Sensitivity 11.78 12.27
(H)	Investment details ofplan assets
	Policyof Insurance 100% 100%

Notes:

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

35 - CORPORATE SOCIAL RESPONSIBILITY

	CORPORATE SOCIAL RESPONSIBILITY	CORPORATE SOCIAL RESPONSIBILITY	CORPORATE SOCIAL RESPONSIBILITY	CORPORATE SOCIAL RESPONSIBILITY
	In accordance with the provisions of Section 135 of the Companies Act, 2013, Schedule VII and Companies (Corporate Social
	Responsibility Policy) Rules, 2014 as amended, the Board of Directors of the		Company had constituted a Corporate Social
	Responsibility (CSR) Committee. In terms of the provisions of the said Act, the Company was required to spend 99.12 lakhs
	(previous year 56.59 lakhs) towards CSR activities during the year ended 31st March, 2023. The Company has incurred
	followingexpenditure towards CSR activities for the benefit ofgeneralpublic and in the neighbourhood of the			Company.
	Sr.	PARTICULARS	Year ended	Year ended
	No.		31st March, 23	31st March, 22
			(Rs. In Lakhs)	(Rs. In Lakhs)
	1	Prescribed CSR Expenditure (2% of Average Net Profits of the three
		immediately preceeding financial years)	99.12	56.59
	2	Add : Unspent amount of previous year	-	-
		Total amount to be spent for the financial year	99.12	56.59
	3	Details of CSR Expenditure during the financial year 2022-23
		(a) Promoting Education and enhancing vocational skills	100.00	56.60
		Total Amount spent during the financial year	100.00	56.60
	4	Amount Unspent, if any.	-	-
	DERIVATIVE INSTRUMENTS
	(a)	Derivatives outstanding as at balance sheet date	-	568.33

36 - DERIVATIVE INSTRUMENTS

The company had entered into swap deals with Induslnd Bank for reducing interest cost by moving from INR floating interest rate to LIBOR fixed interest rate with underlying USD revenue contracts.

37 - RELATED PARTY DISCLOSURES AS PER INDIAN ACCOUNTING STANDARD-24

37.1 Name of the Related Parties and Nature of the Related Party Relationship with whom transactions have taken place during the reported period.

1. Subsidiaries

• Deep Onshore Drilling Services Pvt Ltd

• Deep International DMCC

• Raas Equipment Pvt Ltd

• Deep Onshore Services Private Limited

• Dolphin Offshore Enterprises (India) Limited

• Dolphin Offshore Entreprise Mauritius Private Limited

2. Enterprises significantly influences by KMP, or Relatives of KMP

• Savla Oil & Gas Private Limited

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3. Key Management Personnel of Group

Name

Designation

Mr. Paras Savla Chairman and Managing Director Mr. Rupesh Savla Managing Director Mr. Dharen Savla Whole-time Director (Resigned w.e.f from 24.06.2021) Ms. Renuka Upadhyay Independent Director (Resigned w.e.f from 11.05.2021) Dr. Kirit Shelat Independent Director Mr. Hemendrakumar Shah Independent Director Mr. Rohan Shah Chief Financial Officer & Whole-time Director (w.e.f. 24.06.2021) Ms. Roshni Shah Company Secretary (Resigned w.e.f. 08.08.2022) Ms. Shilpa Sharma Company Secretary (w.e.f. 10.11.2022) Mrs. Shaily Dedhia Independent Director

4. Relative of Key Management Personnel

• Mr. Manoj Savla

• • Mrs. Avani Savla - Mrs. Mita Manoj Savla

• Mr. Shail Manoj Savla

• Mrs. Shital Rupesh Savla

• Mr. Shanil Paras Savla

• Mrs. Priti Paras Savla

37.2 Transactions with related parties:

				(` In Lakhs)
Related Party	Nature of Relation	Transaction	FY 2022-23	FY 2021-22
Mr. Paras Savla	Chairman and Managing Director	Remuneration	49.18	45.81
	(KMP) and Promoter
Mr. Rupesh Savla	Managing Director (KMP) and Promoter	Lease Rent	44.33	42.22
		Remuneration	45.00	42.00
Mr. Dharen Savla	President and Part of Promoter Group	Lease Rent	32.73	31.17
		Remuneration	31.83	11.07
Mrs. Avani Dharen Savla	Part of Promoter Group	Remuneration	1.05	4.20
Rohan V Shah	Whole Time Director (Finance) &	Remuneration	19.50	16.96
	Chief Financial Officer
Shilpa Sharma	Company Secretary and Compliance Officer	Remuneration	4.04	-
Falak Patel	Company Secretary and Compliance Officer	Remuneration	0.57	-
Roshni Shah	Company Secretary	Remuneration	1.83	5.00
Mr. Hemendrakumar Shah	Independent Director	Sitting Fees	0.80	1.20
Mr. Kirit Shelat	Independent Director	Sitting Fees	0.80	1.20
Mrs. Renuka Upadhyay	Independent Director	Sitting Fees	-	0.20
Mrs. Shaily Dedhia	Independent Director	Sitting Fees	0.80	1.00
Mrs. Mita Manoj Savla	Part of Promoter Group	Lease Rent	33.10	31.53
Mrs. Priti Paras Savla	Part of Promoter Group	Lease Rent	33.10	31.53
Kantilal Velji Savla & Others	Other related parties	Lease Rent	8.61	-
Rupesh Savla Family Trust	Other related parties	Lease Rent	9.64	9.19
Mrs. Shital Rupesh Savla	Part of Promoter Group	Lease Rent	44.33	42.22

Note:

i) The above related party transactions have been reviewed periodically by the Board of Directors of the Group vis-à-vis the applicable provisions of the Companies Act, 2013, and justification of the rates being charged/ terms thereof and approved the same.

ii) The details of guarantees and collaterals extended by the related parties in respect of borrowings of the Group have been given at the respective notes.

iii) Entity under common control are disclosed only transaction has taken place during the year.

• iv) All related party transaction have been taken at arm’s length price.

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	ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED	ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED
**38. **	FINANCIAL INSTRUMENTS - ACCOUNTING, CLASSIFICATIONS AND FAIR VALUE MEASUREMENTS The carrying value of financial instruments by categories as of 31st March, 2023 is as follows:
	Particulars FVTOCI FVTPL Amortised Total Cost
	Financial assets Non-current (i) Investments A. Quoted 4.41 106.25 - 110.66 B. Unquoted - - 461.88 568.13 (ii) Other Financial Assets 245.81 245.81 Current (i) Investments A. Quoted - 1,121.86 2,007.67 3,129.54 B (i) Unquoted - 705.08 - 705.08 (ii) Trade Receivables - - 10,004.02 10,004.02 (iii) Cash and Cash Equivalents - - 996.03 996.03 (iv) Bank balances other than above (iii) - - 2,148.55 2,148.55 (vi) Other Financial Assets - - 771.99 771.99 (v) Loans - - 3,730.44 3,730.44 TOTAL 4.41 1,933.19 20,366.39 22,303.99 Financial Liabilities Non-current (i) Borrowings - - 5,075.57 5,075.57 Current (i) Borrowings - - 1,252.71 1,252.71 (ii) Trade Payables - - 5,296.65 5,296.65 (iii) Other Financial Liabilities - - 584.90 584.90 TOTAL - - 12,209.84 12,209.84 The carrying value of financial instruments by categories as of 31st March, 2022 is as follows:
	Particulars FVTOCI FVTPL Amortised Total Cost
	Financial assets Non-current (i) Investments A. Quoted 4.41 70.00 - 74.41 B. Unquoted - - 1,742.88 1,742.88 (ii) Other Financial Assets - - 419.74 419.74 Current (i) Investments A. Quoted - 4,689.53 0 4,689.53 B (i) Unquoted - 954.63 - 954.63 (ii) Trade Receivables - - 12,741.07 12,741.07 (iii) Cash and Cash Equivalents - - 758.80 758.80 (iv) Bank balances other than above (iii) - - 1,999.41 1,999.41 (vi) Other Financial Assets - - 969.72 969.72 TOTAL 4.41 5,714.16 18,631.63 24,350.20 Financial Liabilities Non-current (i) Borrowings - - 885.66 885.66 Current (i) Borrowings - - 1,710.49 1,710.49 (ii) Trade Payables - - 3,576.58 3,576.58 (iii) Other Financial Liabilities - - 395.36 395.36 TOTAL - - 6,568.09 6,568.09
		TOTAL - - 6,568.09 6,568.09

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Particulars	Fair value Fair value	Fair value Fair value
	As At As At measurement 31st March, 2023 31stMarch, 2022 using
Financial assets Non-current (i) Investments A. Quoted Current (i) Investments A. Quoted B (i) Unquoted TOTAL		4.41 4.41 Level 1 1121.86 4689.53 Level 1 705.08 954.63 Level 2
		1,831.35 5,648.57

39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s Risk Management framework encompasses practices relating to the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic, external and operational controls risks to achieving the Company’s business objectives. It seeks to minimize the adverse impact of these risks, thus enabling the Company to leverage market opportunities effectively and enhance its long-term competitive advantage. The focus of risk management is to assess risks and deploy mitigation measures.

The Company’s activities expose it to variety of financial risks namely market risk, credit risk and liquidity risk. The Company has various financial assets such as deposits,other receivables and cash and bank balances directly related to the business operations. The Company’s principal financial liabilities comprise of trade and other payables. The Company’s senior management’s focus is to foresee the unpredictability and minimize potential adverse effects on the Company’s financial performance. The Company’s overall risk management procedures to minimize the potential adverse effects of financial market on the Company’s performance are outlined hereunder:

The Company’s Board of Directors have overall responsibility for the establishment and oversight of the Company’s risk management framework.

The Company’s risk management is carried out by the management in consultation with the Board of Directors. They provide principles for overall risk management, as well as policies covering specific risk areas.

The note explains the sources of risk which the entity is exposed to and how the entity manages the risk.

(A) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and from its financial activities including deposits with banks and other financial instruments.

(i)

Cash and cash equivalents:

The Company considers factors such as track record, size of institution, market reputation and service standard to select the banks with which deposits are maintained. The Company does not maintain significant deposit balances other than those required for its day to day operations. Credit risk on cash and cash equivalents is limited as these are generally held or invested in deposits with banks and financial institutions with good credit ratings.

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(B) Liquidity Risk

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company’s approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. The Company’s objective is to maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company relies on a mix of borrowings, capital and excess operating cash flows to meet its needs for funds. The current committed lines of credit are sufficient to meet its short to medium term expansion needs. The Company monitors rolling forecasts of its liquidity requirements to ensure that it has sufficient cash to meet operational needs.

The table below provides undiscounted cash flows towards non-derivative financial assets/ (liabilities) into relevant maturity based on the remaining period at the Balance Sheet date to the contractual maturity date and where applicable, their effective interest rates.

Particulars	As At 31st March, 2023 Total Not later Later than Later than than 1 year 1 and not 5 years later than 5 years
Financial assets Non-current (i) Borrowings Current (i) Borrowings (ii) Trade Payables (iii) Other Financial Liabilities	- 5,075.57 - 5,075.57 1,252.71 - - 1,252.71 5,296.65 - - 5,296.65 584.90 - - 584.90
TOTAL	7,134.26 5,075.57 - 12,209.84
Particulars	As At 31st March, 2022 Total Not later Later than Later than than 1 year 1 and not 5 years later than 5years
Financial assets Non-current (i) Borrowings Current (i) Borrowings (ii) Trade Payables (iii) Other Financial Liabilities	- 885.66 - 885.66 1,710.49 - - 1,710.49 3,576.57 - - 3,576.57 395.36 - - 395.36
TOTAL	5,682.42 885.66 - 6,568.09

(C) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.Market risk comprises three types of risks : foreign currency risk, interest risk and other price risk such as commodity risk.

(i) Interest rate risk

The Company’s exposure to the risk of changes in market interest rates relates primarily to debts having floating rate of interest. Its objective in managing its interest rate risk is to ensure that it always maintains sufficient headroom to cover interest payment from anticipated cashflows which are regularly reviewed by the Board.

Particular	Change in	Effect on Profit before	Effect on Profit before
	Interest rate	tax 31st March, 2023	tax 31st March, 2022
Non-current & Current Borrowings	-0.50%	(31.64)	(12.98)
	0.50%	31.64	12.98

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates and arises where transactions are done in foreign currencies. It arises mainly where receivables and payables exist due to transactions entered in foreign currencies. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows approved policy parameters utilizing forward foreign exchange contracts whenever felt necessary. The Company does not enter into financial instrument transactions for trading or speculative purpose.

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I. Foreign Currency Sensitivity

• 1% increase or decrease in foreign exchange rates will have the following impact on the profit before tax

(` In lakhs)

		(`In lakhs)
	Currency USD	2022-23 2021-22
		1% Increase 1% Decrease 1% Increase 1% Decrease
		7.78 (7.78) 8.66 (8.66)
	Total	7.78 (7.78) 8.66 (8.66)

• II. The amount of foreign currency exposures that are not hedged by a derivative instrument or otherwise as at 31st March, 2023 & 31st March, 2022 are as under:

	As at 31st		As at 31st
	March, 2023		March, 2022
	Foreign Currency	(**in lakhs)**|**Foreign Currency**|**(**in lakhs)
	(in USD Lakhs)		(in USD Lakhs)
Receivables
Trade Receivables	8.43	693.09	20.29	1,538.49
Payable
Trade Payables	0.66	54.26	9.10	681.25

(iii) Commodity Risk:

The Company is exposed to the movement in the price of key raw materials and other traded goods in the domestic and international markets. The Company has in place policies to manage exposure to fluctuation in prices of key raw materials used in operations. The Company enters into contracts for procurement of raw materials and traded goods, most of the transactions are short term fixed price contracts and a few transactions are long term fixed price contracts.

(D) Capital management

The Company manages its capital to be able to continue as a going concern while maximising the returns to shareholders through optimisation of the debt and equity balances. For the purpose of calculating gearing ratio, debt is defined as non current and current borrowings (excluding derivatives). Equity includes all capital and reserves of the Company attributable to equity holders of the Company. The Company is not subject to externally imposed capital requirements. The Board reviews the capital structure and cost of capital on an annual basis but has not set specific targets for gearing ratios. The risks associated with each class of capital are also considered as part of the risk reviews presented to the Board of Directors.

		(` in lakhs)
	As at	As at
Particulars	31st March, 2023	31stMarch, 2022
Total Debt	6,328.28	2,596.15
Equity	3,200.00	3,200.00
Other Equity	1,13,192.50	1,05,949.48
Capital and total debt	1,22,720.78	1,11,745.63
Gearing ratio	5.16%	2.32%

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40. ADDITIONAL REGULATORY INFORMATION - RATIOS

Ratios	Numerator	Denominator	As	at 31st	As at 31st
			March, 2023		March, 2022
Current ratio (in times)	Total Current assets	Total Current liabilities		4.31	4.68
Debt equity ratio (in times)	Total debt	Total equity		0.05	0.02
Debt service coverage ratio	Earnings available for debt	Debt service = Interest +		3.35	4.60
(in times)	service = Net profit after taxes+	Principal repayments
	Non-cash operating expenses +
	Interest+/-Deferred tax Expense
Return on equity (%)	Net Profit after taxes	Total equity		6.73%	6.35%
Inventory turnover ratio (in times)	Revenue from Operations (Net)	Closing Inventory		7.94	12.33
Trade receivable turnover ratio	Revenue from Operations (Net)	Closing Trade receivable		3.01	2.13
(in times)
Trade Payable turnover Ratio	Cost of spares +	Closing Trade payables		2.59	3.40
(in times)	other operating expenses
Net capital turnover ratio	Revenue from Operations (Net)	Working capital =		1.10	1.17
(in times)		Total Current assets -
		Total Current liabilities
Net profit ratio (%)	Net Profit after taxes	Revenue from Operations	(Net)	26.00	25.53
Return on capital employed (%)	Earnings before interest and	Capital employed = Total	Equity	8.97	8.32
	taxes	+ Non Current Borrowing
Return on Investment (%)	Earnings before interest	Total Assets		8.02%	7.56%
	and taxes

1) Current ratio (in times)

The company has invested the surplus funds into certain investment buckets. During the year the company has repaid significant borrowings.

• 2) Debt equity ratio (in times)

Improved due to repayment of significant borrowings and substantial jump in profit before tax.

3) Inventory turnover ratio (in times)

Improved revenue cycles leading to better turnover ratio and lower inventory holding period.

4) Trade receivable turnover ratio (in times)

Increased due to improvement in debtor’s collection cycle.

5) Trade Payable turnover Ratio (in times)

Increased due to better financial position of the company leading to intime payments of creditors.

• 6) Net profit ratio (%):

Decrease due to below reasons:

1. Exceptional DTA in previous year.

2. Decrease in depreciation due to non allowability of amortisation of goodwill.

If Eliminating the above exceptional items, ratio has been improved.

• 7) Return on capital employed (%)

Major impact due to significant increase in turnover and better profitibility of the company during the year.

8) Return on Investment (%)

Major impact due to significant increase in turnover and better profitibility of the company during the year.

41 - STRUCK OFF COMPANIES

The Company does not have any transactions with companies struck - off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.

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• 42 - Balances of Other Current Liabilities, Trade Receivables and Trade Payables are subject to confirmation, reconciliation and adjustments if any.

• 43 - In the opinion of the Management, current assets have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated except where indicated otherwise.

• 44 - Previous period figures have been regrouped, re-classified and re-arranged wherever considered necessary to confirm to the current year’s classification.

• 45 - The MCA wide notification dated March 24, 2021 has amended Schedule lll to the Companies Act, 2013 in respect of certain disclosures. The Company has incorporated appropriate changes in the above results.

46 - Additional information as required under para 2 of General Instruction of Division II of Schedule III to the Companies Act, 2013.

• A. The Company has not carried out any revaluation of Property, Plant and Equipment in any of the period reported in this Financial Statements hence reporting is not applicable.

• B. The company does not hold any benami property as defined under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder. No proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder

• C. As per sanctioned letter issued by Banks, the Company is required to submit Stock statement to Banks on quarterly basis. As per comparison made of the stock statement vis-a-vis books of account, there are no material difference noted.

• D. The company does not have any charges or satisfaction, which is yet to be registered with ROC beyond the statutory period.

• E. The Company does not have any such trasaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 ( Such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

• F. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

• (a) 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(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

• G. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

• (a) 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(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

• H. During FY 2022-23, the company has not raised any amount from issue of securities. The borrowed funds have been utilised for the specific purpose for which the funds were raised.

• I. The Company has not traded or invested in crypto currency or virtual currency during the financial year.

• J. The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act read with the Companies ( Restriction on number of Layers) Rules, 2017.

FOR & ON BEHALF OF DEEP INDUSTRIES LTD As per our report of even date attached sd/sd/For MAHENDRA N. SHAH & CO. Chartered Accountants Paras Savla Rupesh Savla Chairman & Managing Director Managing Director Firm Registration Number: 105775W DIN:00145639 DIN : 00126303 sd/Chirag M. Shah sd/sd/- Partner Rohan Shah Shilpa Sharma Membership Number: F-045706 CFO & Whole time Director (Finance) Company Secretary DIN : 09154526 Membership No: A34516 Place : Ahmedabad Place : Ahmedabad Date : 27-05-2023 Date : 27-05-2023

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INDEPENDENT AUDITOR’S REPORT

To,

The Members,

Deep Industries Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

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

In our opinion and to the best of our information and according to the explanations given to us and based on consideration of report of other auditor on separate financial statement of subsidiary, these consolidated financial statements:

• a. Include the annual financial statement of :

• Deep International DMCC, Dubai

• Raas Equipment Private Limited

• Deep Onshore Services Private Limited

• Deep Onshore Drilling Services Private Limited

• Dolphin Offshore Enterprises (India) Limited

• Dolphin Mauritius PTE Ltd

• b. 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 consolidated state of affairs of the Group as at March 31, 2023, and its consolidated profit including total comprehensive income, the consolidated statement of changes in equity and its consolidated cash flows for the year then ended on that date.

Basis for Opinion

We conducted our audit of the consolidated 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 Consolidated Financial Statements section of our report. We are independent of the Company of the Group 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 consolidated 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 consolidated financial statements.

Information other than Financial Statements & Auditors Report thereon

The Holding 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 consolidated 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 consolidated 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 consolidated 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 Consolidated Financial Statements

The Holding 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 consolidated financial statements that give a true and fair view of the consolidated financial position,

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consolidated financial performance including other comprehensive income, consolidated statement of changes in equity and consolidated statement cash flows of the group in accordance with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the company(ies) included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgment 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 consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Holding company, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the company(ies) included in the Group are 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 respective Board of Directors of the company(ies) included in the group are also responsible for overseeing the Company’s financial reporting process of the group.

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

Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 ability of the group 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 consolidated 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 consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on consolidate financial statement. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of

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which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

• Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated 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 consolidated financial statements.

We communicate with those charged with governance of the Holding company and such other entities included in the consolidated financial statement of which we are the independent auditor 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.

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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated 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.

Emphasis of Matter

We draw attention to Note __ to the consolidated financial statement regarding, modification in consolidated financial statement of step-down subsidiary “Dolphin Offshore Enterprises (India) Limited” because the same could not be prepared in accordance with Ind As 110 due to unavailability of financial data of one subsidiary: Global Dolphin Drilling Company Limited and one joint venture: IMPaC Oil and Gas Engineering (India) Private Limited. Considering the materiality, our opinion is not modified in respect of this matter.

Other Matters

1. We did not audit financial statement of 1 subsidiary i.e., Deep International DMCC, Dubai included in the consolidated financial result, whose financial statements reflects total assets of Rs. 1180.98 Lakhs as at March 31, 2023, total revenue of Rs. 478.12 Lakhs, total net profit after tax Rs. 1622.44 Lakhs, total comprehensive income (comprising of profit and other comprehensive income) of Rs. 1622.44 Lakhs, are considered in the consolidated financial results. These financial statements have been audited by other auditor of the foreign jurisdiction whose reports have been furnished to us by the management and our opinion on the consolidated financial results, in so far as it relates to amounts and disclosures included in respect of this subsidiary, is based solely on the reports of the other Auditors and the conversion adjustments prepared by the management of the Holding Company.Our opinion on the consolidated financial results is not modified in respect of above matter with respect to our reliance on the work done and report of the other auditor.

2. We did not audit financial statement of 1 step subsidiary i.e., Dolphin Offshore Enterprises (Mauritius) Private Limited included in the consolidated financial result, whose financial statements reflects total assets of Rs. 4465.38 Lakhs as at March 31,2023, total revenue of Rs. Nil, total net loss Rs. 156.36 Lakhs, total comprehensive loss (comprising of profit and other comprehensive income) of Rs. 156.36 Lakhs for the year ended on that date, as considered in the consolidated financial results. These financial statements have been reviewed by management. Our opinion on the consolidated financial results is not modified in respect of above matter.

3. In respect of step down subsidiary i.e. Dolphin Offshore Enterprises (India) Limited predecessor auditor has expressed an modified opinion on financial statement for the year ended March 31, 2022 vide their audit report dated May 1, 2022.

Report on Other Legal and Regulatory Requirements

1. With respect to the matters specified in clause (xxi) of paragraph 3 and paragraph 4 of the Companies (Auditor’s Report) Order, 2020 (“CARO”) issued by the Central Government in terms of Section 143(11) of the Act, according to the information and explanations given to us, and based on the CARO reports issued by us and the auditors of respective companies included in the Consolidated Financial Statements, as provided to us by the Management of the Holding company, we report that in respect of those companies where audits have been completed under Section 143 of the Act,

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there are no qualifications or adverse remarks by the respective auditors in the CARO reports of the said companies included in the Consolidated Financial Statements

1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the other auditors on the Standalone / Consolidated Financial Statements / financial information of the subsidiaries, associates and joint ventures referred to in the Other Matters section above we report, to the extent applicable that:

2. (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;

3. (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;

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

5. (d) In our opinion, the aforesaid Consolidated financial statements comply with the Indian Accounting Standards specified under Section 133 of the Companies Act, 2013;

6. (e) On the basis of the written representations received from the directors of the Holding company as on 31st March, 2023 taken on record by the board of directors of the Holding company and the reports of the statutory auditors of its subsidiary companies, incorporated in India, none of the directors of the Group companies, incorporated in India is disqualified as on 31st March, 2023 from being appointed as a director in terms of Section 164(2) of the Act.

7. (f) With respect to the adequacy of internal financial controls over financial reporting, with reference to Consolidated Financial Statements and the operating effectiveness of such controls, refer to our separate report in “Annexure A” ;

8. (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 and based on the auditor’s reports of subsidiary companies, the remuneration paid/provided by the Holding company and such subsidiary companies to their respective 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 and based on the auditor’s reports of subsidiary companies:

• i. The consolidated Financial Statements disclose the impact of pending litigations on the consolidated financial position of the Group.

• ii. Provision has been made in the Consolidated Financial Statements, as required under the applicable law or Indian accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts

• iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding company and its subsidiary companies, which are companies incorporated in India.

• iv. (a) The respective managements of the Holding Company and its subsidiaries which are companies incorporated in India whose financial statements have been audited under the Act have represented to us and the other auditors of such subsidiaries respectively that, to the best of its knowledge and belief, as disclosed in consolidated financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or any of such subsidiaries to or in any other person or entity, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the respective Holding Company or any of such subsidiaries (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

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• (b) The respective managements of the Holding Company and its subsidiaries which are companies incorporated in India whose financial statements have been audited under the Act have represented to us and the other auditors of such subsidiaries respectively that, to the best of its knowledge and belief, as disclosed consolidated financial statements, no funds (which are material either individually or in the aggregate) have been received by the respective Holding Company or any of such subsidiaries from any person or entity, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Holding Company or any of such subsidiaries shall, whether, 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 performed by us and those performed by the auditors of the subsidiaries which are companies incorporated in India whose financial statements have been audited under the Act, nothing has come to our or other auditor’s notice that has caused us or the other auditors to believe that the representations under subclause (a) and (b) contain any material misstatement..

• v. (a) The final dividend proposed in the previous year, declared and paid by the Holding company and its subsidiary, during the year is in accordance with Section 123 of the Act, as applicable.

• (b) The Holding company and its subsidiary 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.

For Mahendra N. Shah & Co. Chartered Accountants FRN 105775W

CA Chirag M. Shah

Place : Ahmedabad Date : May 27, 2023

Partner M.No. 045706 UDIN: 230457068GUVQB3336

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“Annexure A” to the Independent Auditors’ Report

Report on the Internal Financial Controls under Clause (1) of Sub-section 3 of Section 143 of the Companies Act, 2013(“the Act”)

We have audited the internal financial controls over financial reporting of Deep Industries Limited (“the Company”) as of March 31, 2023 in conjunction with our audit of the consolidated financial statements of the Company for the year ended on that date.

Opinion

In our opinion to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors referred to in the Other Matters paragraph below, the Holding company and its subsidiary companies, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls with reference to Consolidated Financial Statements and such internal financial controls with reference to Consolidated Financial Statements were operating effectively as at 31st March, 2023, based on the criteria for internal financial control with reference to Consolidated Financial Statements established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding company and its subsidiary companies, are responsible for establishing and maintaining internal financial controls with reference to Consolidated Financial Statements based on the internal control with reference to Consolidated Financial Statements criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to Consolidated Financial Statements of the Holding company and its subsidiary companies, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to Consolidated Financial Statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Consolidated Financial Statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to Consolidated Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Consolidated Financial Statements included obtaining an understanding of internal financial controls with reference to Consolidated Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the subsidiary companies, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to Consolidated Financial Statements of the the Holding company and its subsidiary companies, which are companies incorporated in India.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control with reference to Consolidated Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to Consolidated Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable

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assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls with reference to Consolidated Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Consolidated Financial Statements to future periods are subject to the risk that the internal financial control with reference to Consolidated Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to Consolidated Financial Statements insofar as it relates to 4 subsidiary companies, which are companies incorporated in India, is based solely on the corresponding reports of the auditors of such companies incorporated in India. Our opinion is not modified in respect of the above matters.

For Mahendra N. Shah & Co. Chartered Accountants FRN 105775W

CA Chirag M. Shah

Place : Ahmedabad Date : May 27, 2023

Partner M.No. 045706 UDIN: 230457068GUVQB3336

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CONSOLIDATED BALANCE SHEET AS AT 31st MARCH, 2023

||In Lakhs**|** In Lakhs|
|---|---|---|
|Note
ASSETS
No.|As at
As at
31st March, 2023
31st March, 2022||
|NON-CURRENT ASSETS
(a)
Property, Plant and Equipment
4
(b)
Capital Work in Progress
4
(c)
Intangible Assets
4
(d)
Financial Assets
(i)
Investments
5
(ii)
Other Financial Assets
6
(e)
Income Tax Assets (Net)
(f)
Other Non-Current Assets
7
CURRENT ASSETS
(a)
Inventories
8
(b)
Financial Assets
(i)
Investments
9
(ii)
Trade Receivables
10
(iii)
Cash and Cash Equivalents
11
(iv)
Other balances with banks
12
(v)
Other Financial Assets
13
(c)
Other Current Assets
14
TOTAL ASSETS
EQUITY AND LIABILITIES
EQUITY
(a)
Equity Share Capital
15
(b)
Other Equity
16
Total Equity
Non Controlling Interest
LIABILITIES
NON-CURRENT LIABILITIES
(a)
Financial Liabilities
(i)
Borrowings
17
(b)
Deferred Tax Liabilities (Net)
18
CURRENT LIABILITIES
(a)
Financial Liabilities
(i)
Borrowings
19
(ii)
Trade Payables
-
Dues to Micro & Small Enterprises
20
-
Dues to Other than Micro & Small Enterprises
20
(iii)
Other Financial Liabilities
21
(b)
Current Tax Liabilities (Net)

(c)
Other Current Liabilities
22
TOTAL EQUITY & LIABILITIES
The accompanying notes 1 to 46 are an integral part of the
Consolidated Financial Statements|62,216.10
1,983.47
38,496.68
112.72
249.70
3,508.63
940.74|48,346.67

460.40

38,499.15

1,695.37

451.52

3,792.52

1,088.55
1,07,508.04
94,334.19

3,974.40

5,644.16

13,545.76

1,201.53

1,999.41

63.84

5,278.84
51,201.10
31,707.95
1,58,709.14
1,26,042.14

3,200.00

1,09,804.92
1,37,015.21
1,13,004.92
929.85
30.74

1,131.87

4,913.51
9,840.93
6,045.38

2,047.36

424.67

3,402.40

453.28


633.39
10,923.15
6,961.10
1,58,709.14
1,26,042.14|
||4,569.54
4,721.60
25,227.70
2,030.19
2,249.58
771.75
11,630.74||
||3,200.00
1,33,815.21||
||3,762.69
6,078.24||
||3,224.70
199.87
5,347.55
659.86
535.28
955.89||

As per our report of even date attached For MAHENDRA N. SHAH & CO. Chartered Accountants Firm Registration Number: 105775W sd/-

Chirag M. Shah Partner Membership Number: F-045706

Place : Ahmedabad Date : 27-05-2023

FOR & ON BEHALF OF DEEP INDUSTRIES LTD sd/sd/Paras Savla Rupesh Savla Chairman & Managing Director Managing Director DIN:00145639 DIN : 00126303 sd/sd/Rohan Shah Shilpa Sharma CFO & Whole time Director (Finance) Company Secretary DIN : 09154526 Membership No: A34516 Place : Ahmedabad Date : 27-05-2023

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CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2023

( ` in Lakhs except per equity share data)

Particulars Note No.	Year ended 31st March, 2023	Year ended 31st March, 2023	Year ended 31st March, 2022	Year ended 31st March, 2022
INCOME Revenue from operations 23 Other income 24 TOTAL INCOME EXPENSES Cost of Material Consumed & Operating Expenses 25 Employee benefits expense 26 Finance Costs 27 Depreciation and amortization expenses 28 Other expenses 29 TOTAL EXPENSES Profit/(Loss) before exceptional items and tax Exceptional items (net) Profit/(Loss) before tax Tax Items (i) Current tax (ii) Deferred tax Total tax items Profit for the year Owners Non-controlling interest Other Comprehensive Income Items that will not be re-classified to Profit or Loss 30 Items that will be re-classified to Profit or Loss 30 Foreign Currency Translation Income tax relating to items that will not be reclassified to Profit or Loss Total Comprehensive Income for the year Earnings Per Equity Share of face value of Rs. 5 each (1) Basic 31 (2) Diluted 31 The accompanying notes 1 to 46 are an integral part of the Consolidated Financial Statements	34,133.61 1,124.93 14,468.64 3,441.96 522.99 2,960.03 3,168.39 (1,470.78) (1,164.73)	35,258.54 24,562.02 10,696.52 4,468.90 15,165.42 (2,635.51) 12,529.91 12,529.91 - 4.17 - 705.20 - 13,239.28 19.58 19.58	32,162.90 463.77 14,930.76 2,766.94 476.86 2,392.11 2,989.78 (15.13) (1,815.29)	32,626.67 23,556.44
				9,070.23
				-
				9,070.23
				(1,830.42)
				7,239.81
				7,212.80 27.01 3.39 1.10 - -
				7,244.30
				11.31 11.31

As per our report of even date attached For MAHENDRA N. SHAH & CO. Chartered Accountants Firm Registration Number: 105775W

sd/Chirag M. Shah Partner Membership Number: F-045706

Place : Ahmedabad Date : 27-05-2023

FOR & ON BEHALF OF DEEP INDUSTRIES LTD sd/sd/Paras Savla Rupesh Savla Chairman & Managing Director Managing Director DIN:00145639 DIN : 00126303 sd/sd/Rohan Shah Shilpa Sharma CFO & Whole time Director (Finance) Company Secretary DIN : 09154526 Membership No: A34516 Place : Ahmedabad Date : 27-05-2023

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CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED ON 31ST MARCH, 2023

CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED ON 31ST MARCH, 2023	CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED ON 31ST MARCH, 2023	CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED ON 31ST MARCH, 2023
(` In Lakhs)
PARTICULARS Year ended Year ended 31st March, 23 31st March, 22
(A) CASH FLOW FROM OPERATING ACTIVITIES Profit/ (loss) Before Tax Adjustments for: Depreciation and amortization Interest and finance charges Interest income Dividend Income Loss / (Gain) on Sale of Property, Plant and Equipment (Net) Loss / (Gain) on Sale of Investment (Net) Other Non Cash Items Operating Profit before Working Capital Changes Adjustments for changes in working capital : (Increase)/Decrease in Trade Receivables, Loans & Advances and other assets (Increase)/Decrease in Inventories Foreign Currency Translation Increase/(Decrease) in Trade Payables, Other liabilities and Provisions Cash Generated from Operations Income taxes paid Net Cash generated by Operating activities (Total A) (B) CASH FLOW FROM INVESTING ACTIVITIES Purchase/ Disposal of fixed assets & CWIP Proceeds from sale of fixed assets Purchase of Investments Sale of Investments Proceeds from Fixed Deposits Interest Received Dividend Received Net Cash used in Investing activities (Total B) (C) CASH FLOW FROM FINANCING ACTIVITIES Proceeds/Payment from Secured Loans Dividend Payment and Dividend Distribution Tax Interest and finance charges Net Cash used in Financing activities (Total C) Net Increase/(Decrease) in Cash and Cash Equivalents Cash and bank balances at the beginning of the year Cash and bank balances at the end of the year	15,165.42 3,523.13 645.29 (455.12) (808.41) (0.06) (34.20) (4,602.67) 13,433.38 (6,214.99) (802.52) 619.47 1,242.41 (5,155.63) 532.96 8,810.70 (11,339.22) - (2,632.03) 2,793.12 - 330.95 10.79 (10,836.39) 4,053.25 (592.00) (606.91) 2,854.35 828.66 1,201.53 2,030.19	9,070.25 2,392.11 422.52 (215.56) (2.24) (1.23) (122.98) 65.72
		11,608.59 (3,297.40) (78.85) - (2,201.02)
		(5,577.27) (567.18)
		5,464.14
		(3,064.50) 206.12 (18,086.75) 13,737.85 (612.85) 215.56 2.24
		(7,602.32)
		2,267.27 (448.00) (422.52)
		1,396.75
		(741.44)
		1,942.96
		1,201.53

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NOTES:

• 1) The above cash flow statement has been prepared as per the “Indirect method” set out in the Indian Accounting Standard (Ind AS) - 7 Statement of Cash Flows

• 2) Figures in bracket indicate cash outflow.

• 3) Previous year figures have been regrouped and recast wherever necessary to confirm to current year’s classification.

Cash and cash equivalents at the end of the year consist of cash on hand, cheques, draft on hand and balance with banks as follows:

follows:
Particulars	As at 31st	As at 31st
	March, 2023	March, 2022
	In Lakhs**|** In Lakhs
Balances with banks
In current accounts	2,019.99	903.64
In EEFC Accounts	-	286.35
Cash on hand	10.19	11.55
	2,030.19	1,201.53

The accompanying notes are an integral part of the Consolidated Financial Statements

As per our report of even date attached For MAHENDRA N. SHAH & CO. Chartered Accountants Firm Registration Number: 105775W sd/-	FOR & ON BEHALF OF DEEP sd/- Paras Savla Chairman & Managing Director DIN:00145639	INDUSTRIES LTD sd/- Rupesh Savla Managing Director DIN : 00126303
Chirag M. Shah	sd/-	sd/-
Partner	Rohan Shah	Shilpa Sharma
Membership Number: F-045706	CFO & Whole time Director (Finance)	Company Secretary
	DIN : 09154526	Membership No: A34516
Place : Ahmedabad	Place : Ahmedabad
Date : 27-05-2023	Date : 27-05-2023

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED ON 31ST MARCH, 2023

(A) EQUITY SHARE CAPITAL

For the year ended 31st March, 2023

											(` In Lakhs)
	Particulars	Balance	as at	Change in Equity				Restated	Changes in Equity		Balance
		1stApril,	2022	share capital due			balance as at		share capital		as at 31st
				to prior period items			1st	April, 2022	during the year		March, 2023
	Equity Share Capital	3,200.00				-		3,200.00		-	3,200.00
	For the year ended 31st March, 2022
											(` In Lakhs)
	Particulars	Balance	as at	Change in Equity				Restated	Changes in Equity		Balance
		1stApril,	2021	share capital due			balance as at		share capital		as at 31st
				to prior period items			1st	April, 2021	during the year		March, 2022
	Equity Share Capital	3,200.00				-		3,200.00		-	3,200.00
	OTHER EQUITY
	For theyear ended 31st March, 2023										(` In Lakhs)
	Particulars			Non-	Capital	Security		Retained	FVOCI	Revaluation	Total Equity
			Monentary		Reserve	premium		Earnings	Reserve	Reserve
				Foreign		account
			Currency
			Translation
			Reserve
	Balance as at 1st April, 2022			193.02	6.60	92,800.00		16,764.69	40.61	-	1,09,804.92
	Addition / (Deduction) During the Year			476.78	11,126.25		-	-	4.17	465.17	12,072.38
	Transferred from Statement of Profit and	Loss		-	-		-	12,529.91	-	-	12,529.91
	Dividend on Equity Shares			-	-		-	(592.00)	-	-	(592.00)
	Other Comprehensive income/(loss) for	the year		-	-		-	-	-	-	-
	Balance as at 31st March, 2023			669.80	11,132.35	92,800.00		28,702.60	44.78	465.17	1,33,815.21
	For theyear ended 31st March, 2022										(` In Lakhs)
	Particulars			Non-	Capital	Security		Retained	FVOCI	Revaluation	Total Equity
			Monentary		Reserve	premium		Earnings	Reserve	Reserve
				Foreign		account
			Currency
			Translation
			Reserve
	Balance as at 1st April, 2021			138.27	0.10	92,800.00		9,999.89	36.12	-	1,02,974.38
	Addition / (Deduction) During the Year			54.75	6.50		-	-	-	-	61.25
	Transferred from Statement of Profit and	Loss		-	-		-	7,212.80	-	-	7,212.80
	Dividend on Equity Shares			-	-		-	(448.00)	-	-	(448.00)
	Other Comprehensive income/(loss) for	the year		-	-		-	-	4.49	-	4.49
	Balance as at 31st March, 2022			193.02	6.60	92,800.00		16,764.69	40.61	-	1,09,804.92

(B) OTHER EQUITY

The accompanying notes are an integral part of the Consolidated Financial Statements.

As per our report of even date attached For MAHENDRA N. SHAH & CO. Chartered Accountants Firm Registration Number: 105775W sd/- Chirag M. Shah Partner Membership Number: F-045706	FOR & ON BEHALF OF DEEP sd/- Paras Savla Chairman & Managing Director DIN:00145639 sd/- Rohan Shah CFO & Whole time Director (Finance) DIN : 09154526	INDUSTRIES LTD sd/- Rupesh Savla Managing Director DIN : 00126303 sd/- Shilpa Sharma Company Secretary Membership No: A34516
Place : Ahmedabad	Place : Ahmedabad
Date : 27-05-2023	Date : 27-05-2023

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NOTES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023

1. CORPORATE INFORMATION

Deep Industries Limited (the “Group”) is a public limited Company domiciled in India having its registered office situated at 12A & 14, Abhishree Corporate Park, Ambli Bopal Road, Ambli, Ahmedabad, GJ 380058. The Company was incorporated on 15th November, 2006, under the provisions of the Companies Act, 1956 applicable in India and its equity shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited. The Company is incorporated to carry on all or any of the business of prospecting, exploring, developing, opening and working mines, drilling and sinking shafts or wells and to pump, refine raise, dig and quarry coal bed methane, minerals, ores, gases such as methane gas i.e., CH4. & to provide latest equipments like Air Compressor, Gas Compressor, Rigs, Exploration & Production equipments and other equipments, efficient services like operation and maintenance, man power deployment and execution of turnkey projects related to oil gas sector on charter hire basis and carry on business of transport operators, cartages and haulage contractors, garage proprietors, owners, charterers and lessors of road vehicles of every description and to act as carriers of goods by road, rail, water, air cartage contractors, forwarding, transporting and commission agents, custom agents, wharfingers, cargo superintendents, packers, warehouse- man, storekeeper and job-masters and carry on anywhere in India and out of India the business of running of transportation of all kinds on such lines/routes as the Group may deem fit and to transport all types of goods and generally to carry on the business of the common carriers.

2. Basis of Preparation

The financial statements of the Group have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, (as amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013.

These financial statements have been prepared on a historical cost convention basis, except for the following:

• Certain financial assets and liabilities that are measured at fair value (refer accounting policy regarding financial instruments).

• Defined benefit plans assets measured at fair value.

• Derivative financial instruments

The financial statements have been prepared on going concern basis in accordance with accounting principles generally accepted in India. The financial statements are presented in Indian Rupees (‘INR’) and all values are rounded to the nearest Lakhs (INR 00,000) except when otherwise indicated.

3. Principles of consolidation

The consolidated financial statements comprise the financial statements of the Company and subsidiaries as at March 31, 2023.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

• has power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)

• is exposed, or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances.

If a member of the group uses accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that group member’s financial statements in preparing the consolidated financial statements to ensure conformity with the group’s accounting policies. The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the parent company. When the end of the reporting period of the parent is different from that of a subsidiary, the subsidiary prepares, for consolidation purposes, additional financial information as of the same date as the financial statements of the parent to enable the parent to consolidate the financial information of the subsidiary, unless it is impracticable to do so.

Consolidation procedure:

• (a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries.

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• (b) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary. Business combinations policy explains how to account for any related goodwill.

• (c) Eliminate in full intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the group (profits or losses resulting from intra-group transactions that are recognised in assets, such as inventory and property, plant and equipment, are eliminated in full). Intra-group losses may indicate an impairment that requires recognition in the consolidated financial statements. Ind AS 12 Income Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated Statement of Profit and Loss from the date the Group gains control until the date when the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the noncontrolling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the noncontrolling interests even if this results in the non-controlling interests having a deficit balance.

All intra-group assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

3.1 Summary of significant accounting policies

• a) Current versus non-current classification

An asset is treated as current when it is:

• (i) Expected to be realized or intended to be sold or consumed in normal operating cycle; or

• (ii) Held primarily for the purpose of trading; or

• (iii) Expected to be realized within twelve months after the reporting period; or

• (iv) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is treated as current when it is:

• (i) Expected to be settled in normal operating cycle; or

• (ii) Held primarily for the purpose of trading; or

• (iii) Due to be settled within twelve months after the reporting period; or

• (iv) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Group classifies all other liabilities as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The Group has identified twelve months as its operating cycle.

b) Foreign currencies

The Group financial statements are presented in Indian Rupees. The Group determines the functional currency and items included in the financial statements are measured using that functional currency.

Transactions and balances

Transactions in foreign currencies are initially recorded by the Group at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of nonmonetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

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In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of advance consideration.

c) Fair value measurement

The Group measures financial instruments, such as, derivatives at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Fair-value related disclosures for financial instruments and non-financial assets that are measured at fair value are disclosed in the relevant notes.

d) Revenue from contract with customer

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has generally concluded that it is the principal in its revenue arrangements, because it typically controls the goods or services before transferring them to the customer.

Sale of products/ Service

Revenue from sale of products is recognised at the point in time when control of the asset is transferred to the customer. Amounts disclosed as revenue are net of returns and allowances, trade discounts and rebates. The Group collects Goods & Service Tax (GST) on behalf of the government and therefore, these are not economic benefits flowing to the Group. Hence, these are excluded from the revenue.

Variable consideration includes trade discounts, volume rebates and incentives, etc. The Group estimates the variable consideration with respect to above based on an analysis of accumulated historical experience. The Group adjusts estimate of revenue at the earlier of when the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed.

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Interest Income

Other revenue streams Interest Income For all debt instruments measured at amortised cost, interest income is recorded using the Effective Interest Rate (EIR). EIR is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset. When calculating the effective interest rate, the Group estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses. Interest income is included in “other income” in the Statement of Profit and Loss.

Interest income on fixed deposits is recognised on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head “other income” in the Statement of Profit and Loss.

Dividend income

Dividend on financial assets is recognised when the Group’s right to receive the dividends is established, it is probable that the economic benefits associated with the dividend will flow to the entity, the dividend does not represent a recovery of part of cost of the investment and the amount of dividend can be measured reliably.

Contract balances

Contract assets

A contract asset is initially recognised for revenue earned from sale of goods or services. Upon acceptance by the customer, the amount recognised as contract assets is reclassified to trade receivables.

Contract assets are subject to impairment assessment. Refer to accounting policies on impairment of financial assets in section - Financial instruments – initial recognition and subsequent measurement.

Trade receivables

A trade receivable is recognised if the amount of consideration is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in section - Financial instruments – initial recognition and subsequent measurement.

Contract liabilities

A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer).

e) Taxes

Current Tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Group operates and generates taxable income.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group shall reflect the effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending on which method predicts better resolution of the treatment.

Deferred Tax

Deferred tax is provided using the balance sheet approach on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements at the reporting date.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

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Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority.

f) Property, plant and equipment (PPE)

Capital work in progress is stated at cost, net of accumulated impairment loss, if any. Plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.

Depreciation is calculated on a Straight Line Method (SLM) over the estimated useful lives of assets.

The Group has based on a technical review and re-assessment by the management, decided to adopt the existing useful life for certain asset blocks which is lower as against the useful life recommended in Schedule II to the Companies Act, 2013, since the Group believes that the estimates followed are reasonable and appropriate, considered current usage of such assets.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the asset is derecognised.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

g) Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses, if any.

Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the statement of profit and loss unless such expenditure forms part of carrying value of another asset.

An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the asset is derecognised.

Software

Cost of software is amortised over its useful life of 36 months starting from the month of project implementation. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised.

h) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

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i)

Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

i) Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

The right-of-use assets are also subject to impairment. Refer to the accounting policies in section “Impairment of nonfinancial assets”.

ii) Lease Liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

iii) Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of guest house. (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of guest house that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straightline basis over the lease term.

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

j) Inventories

Inventories are stated at lower of cost and net realisable value.

Costs incurred in bringing each product to its present location and condition are accounted for as follows:

• Raw materials: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on weighted average basis.

• Finished goods and work in progress: cost includes cost of direct materials and labour and a proportion of manufacturing overheads (to the extent apportioned based on the stage of completion) based on the normal operating capacity but excluding borrowing costs. Cost is determined on weighted average basis.

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• Traded goods: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on FIFO basis.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.

k) Impairment of non-financial assets

The Group assesses at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or Cash-Generating Unit’s (CGU) net selling price and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

Impairment losses, including impairment on inventories, are recognised in the Statement of Profit and Loss, except for properties previously revalued with the revaluation surplus, if any, taken to OCI. For such properties, the impairment is recognised in OCI up to the amount of any previous revaluation surplus.

The impairment assessment for all assets is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Statement of Profit and Loss.

l) Provisions, contingent liabilities and contingent assets

Provisions

A provision is recognised when the Group has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the Statement of Profit and Loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Contingent liabilities

A contingent liability is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the enterprise. Contingent liabilities are disclosed by way of note to the financial statements.

Contingent Assets

A contingent asset is a possible asset that arises from past events the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the enterprise.

Contingent assets are neither recognised nor disclosed in the financial statements.

m) Retirement and other employee benefits

Provident fund

Retirement benefit in the form of Provident Fund is a defined contribution scheme. The Group has no obligation, other than the contribution payable to the provident fund. The Group recognises contribution payable to the provident scheme as an expenditure, when an employee renders the related service. If the contribution payable to the scheme for service received before the Balance Sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the Balance Sheet date, then excess is recognised as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

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Gratuity

Gratuity liability is defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit credit (PUC) method made at the end of each financial year. The Group contributes to Life Insurance Corporation of India (LIC) and SBI Life Insurance Group Limited, a funded defined benefit plan for qualifying employees.

The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the Balance Sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to Statement of Profit and Loss in subsequent periods.

Past service costs are recognised in Statement of Profit and Loss on the earlier of:

• The date of the plan amendment or curtailment, and

• The date that the Group recognises related restructuring costs.

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises the following changes in the net defined benefit obligation as an expense in the Statement of Profit and Loss:

• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

• Net interest expense or income

Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised on an undiscounted accrual basis during the year when the employees render the services. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services.

Long-term employee benefits

Other long term employee benefits comprise of compensated absences/leaves. Provision for Compensated Absences and its classifications between current and non-current liabilities are based on independent actuarial valuation. The actuarial valuation is done as per the projected unit credit method.

n) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies in section “Revenue from contracts with customer”.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.

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Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognized on the trade date, i.e., the date that the Group commits to purchase or sell the asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

• financial assets at amortised cost

• financial assets at fair value through other comprehensive income (FVTOCI) with recycling of cumulative gains and losses

• financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)

• financial assets at fair value through profit or loss

Financial assets at amortised cost

• A ‘financial assets’ is measured at the amortised cost if both the following conditions are met:

• a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

• b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

This category is the most relevant to the Group. After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in other income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. This category generally applies to trade receivables, security deposits and other receivables.

Financial assets at fair value through other comprehensive income (FVTOCI)

• A ‘financial asset’ is classified as at the FVTOCI if both of the following criteria are met:

• a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and

• b) The asset’s contractual cash flows represent Solely Payments of Principal and Interest.

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. For debt instruments, at fair value through other comprehensive income (OCI), interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the profit or loss and computed in the same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in OCI. Upon derecognition, the cumulative fair value changes recognised in OCI is reclassified from the equity to profit or loss

The Group’s debt instruments at fair value through OCI includes investments in quoted debt instruments included under other non-current financial assets.

Financial assets designated at fair value through OCI (equity instruments)

Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under Ind AS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS103 applies are classified as at FVTPL.

Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the statement of profit and loss when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.

The Group elected to classify irrevocably its non-listed equity investments under this category.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net changes in fair value recognised in the statement of profit and loss.

This category includes derivative instruments and listed equity investments which the Group had not irrevocably elected to classify at fair value through OCI. Dividends on listed equity investments are recognised in the statement of profit and loss when the right of payment has been established.

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Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Group’s balance sheet) when:

• The rights to receive cash flows from the asset have expired, or

• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement~ and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Impairment of financial assets

In accordance with Ind AS 109, the Group applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

• a) financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, and bank balance.

• b) Trade receivables.

The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables which do not contain a significant financing component. The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. The Group uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, historical observed default rates are updated and changes in the forward- looking estimates are analysed.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and derivative financial instruments.

Subsequent measurement

For purposes of subsequent measurement, financial liabilities are classified in two categories:

• Financial liabilities at fair value through profit or loss

• Financial liabilities at amortised cost (loans and borrowings)

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the profit or loss.

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Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ losses are not subsequently transferred to Profit and Loss. However, the Group may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss. The Group has not designated any financial liability as at fair value through profit or loss.

Financial liabilities at amortised cost (Loans and borrowings)

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. This category generally applies to borrowings.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.

Reclassification of financial assets

The Group determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Group’s senior management determines change in the business model as a result of external or internal changes which are significant to the Group’s operations. Such changes are evident to external parties. A change in the business model occurs when the Group either begins or ceases to perform an activity that is significant to its operations. If the Group reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Group does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

o) Derivative financial instruments

The Group uses derivative financial instruments such as foreign currency forward contracts and option currency contracts to hedge its foreign currency risks arising from highly probable forecast transactions. The counterparty for these contracts is generally a bank.

Derivatives not designated as hedging instruments

This category has derivative assets or liabilities which are not designated as hedges.

Although the Group believes that these derivatives constitute hedges from an economic perspective, they may not qualify for hedge accounting under Ind AS 109. Any derivative that is either not designated a hedge, or is so designated but is ineffective, is recognized on balance sheet and measured initially at fair value. Subsequent to initial recognition, derivatives are re-measured at fair value, with changes in fair value being recognized in the statement of profit and loss. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

p) Cash & Cash Equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group’s cash management.

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q)

Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holders of the Group by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of the Group and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

r) Dividend

The Group recognises a liability to pay dividend to equity holders of the parent when the distribution is authorised, and the distribution is no longer at the discretion of the Group. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

s) Investment in subsidiaries, joint ventures and associates

Equity investments in subsidiaries, joint ventures and associates are shown at cost less impairment, if any. The Group tests these investments for impairment in accordance with the policy applicable to ‘Impairment of non-financial assets’. Where the carrying amount of an investment or CGU to which the investment relates is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount and the difference is recognized in the Statement of Profit and Loss.

3.2 Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group accounting policies, the management of the Group is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the areas of estimation uncertainty and critical judgements that the management has made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements:

Useful lives of Intangible assets

The intangible assets are amortised over the estimated useful life. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Useful lives of depreciable tangible assets

Management reviews the useful lives of depreciable assets at each reporting date. As at March 31, 2023 management assessed that the useful lives represent the expected utility of the assets to the Group.

Defined benefit plans

The cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for determined period and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows, the growth rate used for extrapolation purposes and the impact of general economic environment (including competitors).

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3.3 Other Notes

• a) Other Statutory Information

• (i) The Group does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

• (ii) The Group does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

• (iii) The Group have not traded or invested in Crypto currency or Virtual Currency during the financial year.

• (iv) The Group have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

  • a) directly or indirectly lend or invest in other person or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries) or

  • b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

• (v) The Group have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:

  • a) 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

  • b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) Regulatory Updates :

• i) Standards notified but not yet effective

The amendments to standards that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these standards, if applicable, as and when they become effective. The Ministry of Corporate affairs (MCA) has notified certain amendments to Ind AS, through Companies (Indian Accounting Standards) Amendment Rules, 2023 on 31st March, 2023. The amendments have been made in the following standards:

Ind AS 1: Presentation of Financial Statements is amended to replace the term “significant accounting policies” with “material accounting policy information” and providing guidance relating to immaterial transactions, disclosure of entity specific transactions and more

Ind AS 8: Accounting Policies, Changes in Accounting Estimates and Errors to include the definition of accounting estimates as “monetary amounts in financial statements that are subject to measurement uncertainty.”

Ind AS 12: Income Taxes relating to initial recognition exemption of deferred tax related to assets and liabilities arising from a single transaction.

Other Amendments in Ind AS 102 – Share based Payments, Ind AS 103 – Business Combinations, Ind AS 109 – Financial Instruments, Ind AS 115 – Revenue from Contracts with Customers which are mainly editorial in nature in order to provide better clarification of the respective Ind AS’s.

These amendments shall come into force with effect from April 01, 2023. The Group is assessing the potential effect of the amendments on its financial statements. The Group will adopt these amendments, if applicable, from applicability date.

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(Rs. In Lakhs)	Particulars TANGIBLE ASSETS	Tankers Freehold Leasehold Vessels Vehicles Air Gas Rigs Computers BUILDING Shed, Office Other Total	Land Land Compressor Compressor Foundation Equipment, Plant	Packages Packages & Road Furniture and	and Machinery	Fixtures	Cost of Assets:		As at 1st April, 2021 0.45 110.27 63.88 23773.38 458.57 49.61 39196.02 21973.55 180.14 2475.44 6096.13 318.36 1473.92 96169.71	Addition / Transfers - - - - 126.14 - 1,250.14 247.88 15.50 14.92 470.11 20.35 395.53 2,540.58	Disposal / Adjustments - - - - 69.81 - 204.38 - - - - - - 274.20	As at 31st March, 2022 0.45 110.27 63.88 23,773.38 514.90 49.61 40,241.78 22,221.43 195.64 2,490.36 6,566.24 338.70 1,869.45 98,436.09	Addition / Transfers - - - - 309.04 304.96 9,357.48 - 23.33 563.17 1,033.23 113.73 86.77 11,791.72	Disposal / Adjustments - - - - - - - - - - - - - -	As at 31st March, 2023 0.45 110.27 63.88 23,773.38 823.94 354.57 49,599.25 22,221.43 218.97 3,053.53 7,599.48 452.44 1,956.22 1,10,227.81	Depreciation / Amotization:	As at 1st April, 2021 0.43 - 5.00 17,355.09 280.08 49.61 11,493.35 4,546.06 164.21 942.65 5,643.86 145.76 100.41 40,726.51	Charged for the year - - 1.00 1,302.96 40.74 - 1,509.26 700.16 10.12 125.74 26.72 30.90 76.38 3,823.97	Disposal / Adjustments - - - - 64.09 - 22.47 - - - - - - 86.56	As at 31st March, 2022 0.43 - 6.00 18,658.05 256.73 49.61 12,980.14 5,246.22 174.33 1,068.39 5,670.58 176.66 176.79 44,463.91	Charged for the year - 1.00 650.37 68.87 - 1,717.74 704.13 13.63 129.60 144.74 35.43 82.30 3,547.81	Disposal / Adjustments - - - - - - - - - - - - - -	As at 31st March, 2023 0.43 - 7.00 19,308.42 325.60 49.61 14,697.88 5,950.35 187.96 1,197.99 5,815.31 212.09 259.10 48,011.72 Net Block		As at 31st March, 2022 0.02 110.27 57.88 5,115.33 258.17 0.00 27,261.64 16,975.21 21.30 1,421.97 895.66 162.05 1,692.65 53,972.18	As at 31st March, 2023 0.02 110.27 56.88 4,464.96 498.34 304.96 34,901.38 16,271.08 31.01 1,855.54 1,784.16 240.34 1,697.13 62,216.10 Notes:	a) For charges created, refer note 17	b) The company doesn’t have any immovable property where the title deeds are not held in the name of the Company.

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NOTES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2023

( ` In Lakhs)

||FOR THE YEAR ENDED 31ST MARCH 2023
(In Lakhs)**|**FOR THE YEAR ENDED 31ST MARCH 2023**<br>**( In Lakhs)|
|---|---|---|
|4|PROPERTY, PLANT AND EQUIPMENT & CAPITAL WORK-IN-PROGRESS||
|4|Particular|INTANGIBLE ASSETS|
||Cost of Assets|Softwares
Goodwill
Total|
||As at 1st April, 2021
54.53
64,147.47
64,202.00
Addition / Transfers
4.25
-
4.25
Disposal / Adjustments
-
-
-
As at 1st April, 2022
58.78
64,147.47
64,206.25
Addition / Transfers
-
-
-
Disposal / Adjustments
-
-
-
As at 31st March, 2023
58.78
64,147.47
64,206.25
Depreciation / Amotization:
As at 1st April, 2021
46.44
25,658.99
25,705.43
Charged for the year
1.68
-
1.68
Disposal / Adjustments
-
-
-
As at 1st April, 2022
48.12
25,658.99
25,707.11
Charged for the year
2.45
-
2.45
Disposal / Adjustments
-
-
-
As at 31st March, 2023
50.58
25,658.99
25,709.56
Net block
As at 31st March, 2022
10.66
38,488.48
38,499.15
As at 31st March, 2023
8.20
38,488.48
38,496.68
(In Lakhs)**<br>**Amount**<br>**PROPERTY, PLANT AND EQUIPMENT & CAPITAL WORK-IN-PROGRESS**<br>**Capital Work-in-Progress**<br>As at 1stApril, 2021<br>**65.57**<br>Addition<br>394.83<br>Transfer / Adjustments<br>-<br>**As at 31st March, 2022**<br>**460.40**<br>Addition<br>9,859.32<br>Transfer / Adjustments<br>8,336.26<br>**As at 31st March,2023**<br>**1,983.47**<br>(** In Lakhs)
Capital Work-in-Progress Ageing Schedule
Amount in CWIP for a period of|54.53
64,147.47
64,202.00
4.25
-
4.25
-
-
-|
|||58.78
64,147.47
64,206.25|
|||-
-
-
-
-
-|
|||58.78
64,147.47
64,206.25|
||||
|||46.44
25,658.99
25,705.43|
|||1.68
-
1.68
-
-
-|
|||48.12
25,658.99
25,707.11|
|||2.45
-
2.45
-
-
-|
|||50.58
25,658.99
25,709.56|
||< 1 year
1-2 years
2-3 years
> 3 Year
Total||
||Project in Progress as at 31stMarch 2022
362.27
43.30
22.20
-
460.40||
||Project in Progress as at 31st March 2023
1773.25
210.21
-
-
1,983.47||

The Group does not have any project temporarily suspended or any CWIP which is overdue or has exceeded its cost compared to its original plan.

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|Sr.
No.
5-|(In Lakhs)**|**( In Lakhs)|(` In Lakhs)|
|---|---|---|---|
||Particulars
No. of
As at 31st
No. of
As at 31st
Shares
March, 2023
Shares
March, 2022
INVESTMENTS- NON-CURRENT|||
||Investments (Unquoted)
(A)
Investments at Amortised Cost
(a)
Other Investments
-
Preference Shares of Prabha Energy Pvt Ltd
93,000
-
Shares of Mehsana Nagarik Co-Op Sahakari Bank Ltd.
400
-
National Saving Certificate
-
-
Other Investment
Investments at Fair value through Profit and Loss
Investments (Quoted)
(a)
Other Investments
-
9 Unicorns Accelerator Fund
Investments (Quoted)
(A)
Investments at Fair value through OCI
(a)
Investments in Equity Shares
-
Vama Industries Limited
12,500
-
Power Trading Corporation
4,000
Market Value of Quoted Investment
Book Value of Unquoted Investment|-
93000
0.10
400
1.96
-
-
2.06
106.25
1.12
12,500
3.29
4,000
4.41
112.72
4.41
108.31||
|Sr.
No.|Particulars|||
|6 -
7 -
8 -|OTHER FINANCIAL ASSETS - NON CURRENT
Security deposits (Unsecured, considered good)
Margin Money deposits with bank held as security with more than 12 months maturity
OTHER NON CURRENT ASSETS
Capital Advances
Advances other than Capital Advances
Balance with Govt Authorities
Duty paid under Protest
Pre-Operative Expenses
INVENTORIES
As taken, valued and certified by the Management
At lower of Cost and Net Realizable Value
a.
Stores and Spares
b.
Others
-
Stock of Oil & Lubricants
c.
Equipment
d.
Raw Material & Components
e.
Work in Progress||249.70
-
249.70
910.84
-
19.75
10.15
-
940.74
1,986.76
253.32
1,610.44
713.68
5.35
4,569.54|

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Sr. No.	Particulars As at 31st As at 31st March, 2023 March, 2022 (In Lakhs)**<br>**( In Lakhs)	Particulars As at 31st As at 31st March, 2023 March, 2022 (In Lakhs)**<br>**( In Lakhs)	Particulars As at 31st As at 31st March, 2023 March, 2022 (In Lakhs)**<br>**( In Lakhs)	Particulars As at 31st As at 31st March, 2023 March, 2022 (In Lakhs)**<br>**( In Lakhs)
9 - **10 - **	INVESTMENTS - CURRENT Investments (Quoted) Investments Measured at Fair Value through Profit and Loss Investments in Securities Investments in Mutual Funds ICICI Prudential Flexible Income - Growth HDFC Liquid Fund Investment in Commodity Investments (Unquted) Investment - Market Linked Debenture Investment in Portfolio Management Services Investment Measured at Amortised Cost Investment in Debt Fund Investment Others - Commercial Paper Market Value of Quoted Investment Book Value of Unquoted Investment TRADE RECEIVABLES - CURRENT Trade Receivables considered good - Unsecured Less: Allowance for expected credit loss		886.98 - - 1,121.86 501.00 204.08 1,000.00 1,007.67 4,721.60 2,008.84 2,712.75 25,227.70 - 25,227.70	- 1,439.30 1,661.68 1,588.55 400.00 554.63 0.00 -
				5,644.16
				4,689.53 954.63 13,545.76 -
				13,545.76
	Outstanding for following periods from Bill date Particulars Note Less than 6 months - 1-2 2-3 More than Due 6 months 1year years years 3years	Outstanding for following periods from		Total
	Trade Receivables ageing schedule as at 31st March, 2023
	i. Undisputed Trade Receivables - Considered good 3,260.62 6,176.11 540.84 994.48 - 14,255.65 ii. Undisputed Trade Receivables - Which have significant increase in credit risk - - - - - - iii. Undisputed Trade Receivables - Credit impaired - - - - - - iv. Disputed Trade Receivables - Considered good - - - - - - v. Disputed Trade Receivables - Which have significant increase in credit risk - - - - - - vi. Disputed Trade Receivables - Credit impaired - - - - - -			25,227.70
	3,260.62 6,176.11 540.84 994.48 - 14,255.65			25,227.70
	Trade Receivables ageing schedule as at 31st March, 2022
	i. Undisputed Trade Receivables - Considered good 184.42 10,721.07 2,393.65 246.62 - - ii. Undisputed Trade Receivables - Which have significant increase in credit risk - - - - - - iii. Undisputed Trade Receivables - Credit impaired - - - - - - iv. Disputed Trade Receivables - Considered good - - - - - - v. Disputed Trade Receivables - Which have significant increase in credit risk - - - - - - vi. Disputed Trade Receivables - Credit impaired - - - - - -			13,545.76
	184.42 10,721.07 2,393.65 246.62 - -			13,545.76

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ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

Sr.	Particulars	As at 31st	As at 31st
No.		**March, 2023 **	March, 2022
		(In Lakhs)**|**( In Lakhs)
**11 - **	CASH AND CASH EQUIVALENTS
	A) Balances with Banks
	- In Current Accounts	2,019.99	903.64
	- In EEFC Accounts	-	286.35
		2,020.00	1,189.98
	B) Cash on Hand	10.19	11.55
		10.19	11.55
		2,030.19	1,201.53
**12 - **	OTHER BALANCES WITH BANKS
	A) Eamarked balances with banks (Unpaid Dividend)	5.67	1.08
		5.67	1.08
	B) Others
	- Margin Money deposits with bank held as security with more than
	3 months but less than 12 months maturity	2,201.92	1,998.33
	- Fixed Deposits - Others	41.99	-
		2,243.91	1,998.33
		2,249.58	1,999.41
	Notes:
	a) For charges created,refer note 17.
	b) Margin money is pledged / lien against letter of credit & other credit facilities from bank.
**13 - **	OTHER FINANCIAL ASSETS - CURRENT
	Interest Accrued & Receivable - Fixed Deposits	32.77	38.35
	Interest Receivables - Others	68.94	2.01
	Advances to Staff	4.36	6.97
	Security Deposit	-	8.05
	Advance to Suppliers	642.17	8.46
	Advance for Acquisition*	23.52	-
		771.75	63.84

Notes:

• Includes amount of INR 23.52 Lacs (Previous Year: Nil) deposited for bid towards acquisition of GIT Textiles Limited through Insolvency & Bankruptcy Code.

14 - OTHERS CURRENT ASSETS

Unsecured, considered good, unless otherwise stated Balance with Government Authorities Advance Taxes & TDS Receivables-(Net of Provisions) Prepaid Expenses Advances to Vendors Others Receivables Balancing Gratuity Fund ONGC Bank DD - Guarantee for Contracts SHARE CAPITAL Authorised: 6,41,32,000 Equity Shares of Rs. 5/- each (3,20,66,000 Equity Shares of Rs 10 Each) Issued, Subscribed and paid-up: 6,40,00,000 Equity Shares of Rs. 5 each fully paid up (PY - 3,20,00,000 Equity Shares of Rs. 10 each fully paid up)

1,923.35 935.99 25.37 483.00 129.54 124.30 9,340.26 3,418.59 188.76 0.28 3.95 3.17 19.51 313.49 11,630.74 5,278.84 3,206.60 3,206.60 3,200.00 3,200.00 3,200.00 3,200.00

15 - SHARE CAPITAL

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15.1 Reconciliation of number of Equity shares outstading at the beginning & at the end of the reporting period

Particulars (Equity Shares of Rs.5 Each Fully Paid up) (PY : Rs. 10 Each) — At the beginning of the year — Issue/Adjustments during the period — Outstanding at the end of the year	As at 31 March 2023 As at 31 March 2022 No of Value**<br>**No of**<br>**Value Shares Shares 3,20,00,000.00 32,00,00,000 - - 3,20,00,000 - 3,20,00,000 32,00,00,000
	6,40,00,000 32,00,00,000 3,20,00,000 32,00,00,000

**15.2 **	Details of Equity Shares held by shareholders holding more than 5% of the aggregate shares in the Company	Details of Equity Shares held by shareholders holding more than 5% of the aggregate shares in the Company	Details of Equity Shares held by shareholders holding more than 5% of the aggregate shares in the Company	Details of Equity Shares held by shareholders holding more than 5% of the aggregate shares in the Company
	Name of the Shareholders (Equity Shares of Rs.5 Each	As at 31st March, 2023		As at 31st March, 2022
	Fully Paid up) (PY : Rs. 10 Each)
		No. of Share	% of	No. of Share	% of
		held	Holding	held	Holding
	Rupesh Savla Family Trust	2,01,53,816	31.49%	1,00,76,908	31.49%
	Shantilal Savla Family Trust	81,25,152	12.70%	40,62,576	12.70%
	Priti Paras Savla	41,17,644	6.43%	20,58,822	6.43%
	Dharen Shantilal Savla	41,17,644	6.43%	20,58,822	6.43%
		3,65,14,256	57.05%	1,82,57,128	57.05%

**15.3 **	Details of Equity Shares held by Promoters holding more than 5% of the aggregate	Details of Equity Shares held by Promoters holding more than 5% of the aggregate	shares in	the Company
	Name of the Shareholders (Equity Shares of Rs.5 Each	As at 31st March, 2023		As at 31st March, 2022
	Fully Paid up) (PY : Rs. 10 Each)
		No. of Share	% of	No. of Share	% of
		held	Holding	held	Holding
	Rupesh Savla Family Trust	2,01,53,816	31.49%	1,00,76,908	31.49%
	Shantilal Savla Family Trust	81,25,152	12.70%	40,62,576	12.70%
	Priti Paras Savla	41,17,644	6.43%	20,58,822	6.43%
	Dharen Shantilal Savla	41,17,644	6.43%	20,58,822	6.43%
		3,65,14,256	57.05%	1,82,57,128	57.05%

• 15.4 The Board of Directors at its meeting held on 6th February 2023 approved the sub division of its Equity shares of face value Rs. 10 each into Equity shares of face value Rs. 5 each. The said sub division was further approved by the Share holders through Postal Ballot on 16th March 2023. The Company had fixed 10th April, 2023 as the record date for the purpose of sub-division of the Equity Shares. The Basic and Diluted EPS for the prior periods of standalone and the consolidated financial statements have been restated considering the face value of Rs. 5 each in accordence with Ind AS 33 - “Earning per Share”. Refer note

• 15.5 In the event of liquidation, the Equity Sharesholders are eligible to receive the remaining Assets of the company after Distribution of all Preferential amount, in proportion to Shareholding.

• 15.6 There are no shares issued pursuant to contract without payment being received in cash, allotted as fully paid up by way of bonus shares and bought back during the last 5 years.

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Sr. Particulars As at 31st As at 31st No. March, 2023 March, 2022 (In Lakhs)**<br>**( In Lakhs)

Sr. Particulars As at 31st As at 31st No. March, 2023 March, 2022 (In Lakhs)**<br>**( In Lakhs)

16 - OTHER EQUITY (A) Other Reserves Securities Premium Balance as per last financial year Add: Addition during the year Capital Reserve Balance as per last financial year Add: Addition during the year (B) Retained Earnings Balance as per last financial year Add: Net Profit For the year Less: Appropriations Dividend on Equity Shares distributed for F.Y. 2021-22 (C) Non-Monentary Foreign Currency Translation Reserve (D) Other Comprehensive Income FVOCI Reserve Balance as per last financial year Add/Less: Changes during the year (E) Revaluation Reserve Balance as per last financial year Add/Less: Changes during the year Total

92,800.00 92,800.00 - - 92,800.00 92,800.00 6.60 0.10 11,126.25 6.50 11,132.85 6.60 16,764.69 9,999.89 12,529.91 7,212.80 (592.00) (448.00) 28,702.60 16,764.69 669.80 193.02 40.61 36.12 4.17 4.49 44.78 40.61 - - 465.17 - 465.17 - 1,33,815.21 1,09,804.92

Nature of Other Reserves

Securities Premium Account

Securities Premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions ofthe Companies Act, 2013.

Capital Reserve

Represent a non-distributable reserve.

Retained Earnings

Represent amount that can be distributed as dividend considering the requirements of Companies Act, 2013.

17 - NON-CURRENT - FINANCIAL LIABILITIES - BORROWINGS

Secured a. Term Loans From banks - Rupee Term Loans - Vehicle Loans & Other Loan Less: Current Maturities of Long Term Debts	4,805.86 1,677.43 456.83 228.23 (1,500.00) (773.79) 3,762.69 1,131.87

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Bank	Nature	Tenure	Tenure	Start Date	End Date	Rate of	Primary Security
						Interest
ICICI Bank	Home Loan	160	Months	10/05/2015	02/05/2033	7.95%	302,Oasis,Cts No170, Akruliroad,
							Kandivali, Mumbai-400101
	Vehicle Loan	60 Months		04/01/2020	03/10/2025	8.57%	Hypothicated against respective
		60 Months		07/05/2020	06/05/2025	8.21%	vehicle
		60 Months		03/01/2022	02/01/2027	7.25%
		60 Months		03/05/2022	02/05/2027	7.25%
		60 Months		06/01/2022	05/01/2027	7.50%
		60 Months		07/01/2022	06/01/2027	7.70%
		60 Months		07/01/2022	06/01/2027	7.70%
HDFC Bank		60 Months		11/07/2022	10/07/2027	7.90%
IndusInd Bank	FD / OD
ICICI Bank	Term Loan	36 Months		24/01/2023	24/12/2025	6.70%	1. Movable Fixed Assets (I.E. Asset
							& Machinery),
							2. Immovable Assets: Visat
							Petroleum, Nr.Visat Circle,
							Ahmedabad Mehsana Highway,
							Motera, Ahmedabad-380005
							3. Current Assets
							Secondary Security as movable
							fixed assets.
Axis Bank	Term Loan	66 Months				REPO +	1. exclusive hypothecation over
						4.50% i.e.	entire moveable fixed assets of
						11%	the company.
							2. Equitable Mortgage on
							Industrial Land and Building
							situated at Survey No. 189 /I P l
							/2/3 & 189-2 P 5/6/7 /8 iyava,
							sanand having 12200 square
							meter belongs to Mrs. Mita
							Savla, Mrs. Priti Savla, Mr.
							Dharen Savla and Rupesh
							Savla Family Trust.
IndusInd Bank	Cash Credit	The	Company has availed Working Capital			Facilities from IndusInd Bank, ICICI Bank & Axis
		Bank under multiple banking format with PNB Investment Services Limited (PNBISL) acting
		as Security Trustee. The security is as below:
ICICI Bank	Cash Credit	i.	First Pari Passu charge on the entire current assets of the company- both present and
			future (except those receivables which are exclusively charged by the Term Loan
			Lenders ) with other working capital lenders.
Axis Bank	Cash Credit	ii.	Second	pari passu charge over entire fixed assets			of the company (except those fixed
			assets which are exclusively charged by the Term Loan lenders) with other working
			capital lenders.

Note: The above mention securities and the charge on the same is held by PNBISL on behalf of and for the benefit of all 3 working capital lenders i.e Indusind Bank , ICICI Bank and Axis Bank.

capital lenders i.e Indusind Bank , ICICI Bank and Axis Bank.
Sr. Particulars No.	As at 31st As at 31st March, 2023 March, 2022 (In Lakhs)**<br>**( In Lakhs)
18 - DEFERRED TAX LIABILITIES (NET) Opening Balance Addition during the year Closing Balance Deferred Tax Liabilities Difference between Tax Base and Book Base Gross Deferred Tax Liabilities (a) Deferred Tax Assets (Created out of Unabsorbed Depreciation) Difference between Tax Base and Book Base Deferred Tax Assets (b) Net Deferred Tax Liabilities	4,913.51 3,098.22 1,164.73 1,815.29 6,078.24 4,913.51 6,078.24 5,671.25 6,078.24 5,671.25 - 757.74 - 757.74 6,078.24 4,913.51

Movement in Deferred Tax is recognised through Profit and Loss statement and nothing is recognised in Other Comprehensive Income.

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Sr. No.	Particulars	Particulars	As at 31st As at 31st March, 2023 March, 2022 (In Lakhs)**<br>**( In Lakhs)
19 - **20 - **	CURRENT FINANCIAL LIABILITIES - BORROWINGS Secured From banks - Cash Credits 1,194.19 538.16 - Bank Overdraft 471.43 676.32 Current Maturities of Long Term Debts 1,559.09 832.88 3,224.70 2,047.36 TRADE PAYABLES - CURRENT Total outstanding dues of micro enterprises and small enterprises 199.87 424.67 Total outstanding dues of other than micro enterprises and small enterprises 5,347.55 3,402.40 5,547.42 3,827.08 Outstanding for following periods from Bill date Total Not Less than 1-2 2-3 More than due 1year years years 3 Years
	Trade payables ageing schedule as at 31st March, 2023
	(i) MSME (ii) Others (iii) Disputed Dues-MSME (iv) Disputed Dues-Others	28.90 164.36 6.61 - - 199.87 11.84 5,328.34 6.15 1.22 - 5,347.55 - - - - - - - - - - - -
	Total	40.74 5,492.70 12.76 1.22 - 5,547.42
	Outstanding for following periods from Bill date Total Not Less than 1-2 2-3 More than due 1 year years years 3 Years
	Trade payables ageing schedule as at 31st March, 2022
	(i) MSME (ii) Others (iii) Disputed Dues-MSME (iv) Disputed Dues-Others Total	128.51 115.49 180.67 - - 424.67 - 3,241.13 161.27 - - 3,402.40 - - - - - - - - - - - -
		128.51 3,356.62 341.94 - - 3,827.07

Note :

DUES TO MICRO AND SMALL ENTERPRISES

The dues of Micro Enterprises and Small Enterprises as required under the Micro, Small and Medium Enterprises Development Act, 2006 to the extent information available with the Company is given below:

Act, 2006 to the extent information available with the Company is given below:	Act, 2006 to the extent information available with the Company is given below:
Particulars		As at 31st	As at 31st
		**March, 2023 **	March, 2022
		(In Lakhs)**|**( In Lakhs)
(A)	The principal amount and the interest due thereon remaining unpaid to any supplier
	as at the end of each accounting year
	(i) Principal amount due to micro enterprises and small enterprises	199.87	423.97
	(ii) Interest due on above	1.51	0.70
(B)	The amount of interest paid by buyer in terms of section 16 of MSMED Act, 2006 along
	with the amount of payment made to supplier beyond the appointed day during the year.	-	-
(C)	The amount of interest due and payable for the period of delay in making payment
	(which have been paid but beyond the appointed day during the year) but without
	adding the interest specified under MSMED Act, 2006	-	-
(D)	The amount of interest accrued and remaining unpaid at the end of each accounting year	-	-
(E)	The amount of further interest remaining due and payable even in succeeding years,
	until such date when interest dues above are actually paid to the small enterprises,
	for the purpose of disallowance of deductible expenditure under section 23 of MSMED
	Act, 2006

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Particulars	As at 31st As at 31st March, 2023 March, 2022 (In Lakhs)**<br>**( In Lakhs)
21 - OTHER FINANCIAL LIABILITIES - CURRENT Unpaid Dividends Salary payable Other Payable Expenses Payable 22 - OTHER CURRENT LIABILITIES Statutory liabilities Advances received from Customers Other Liabilities Statutory liabilities includes GST, TDS, VAT, CST, Professional Tax & Provident Fund.	5.67 1.08 199.73 196.12 29.80 32.02 424.67 224.05 659.86 453.28 952.20 610.19 3.69 14.87 - 8.33 955.89 633.39
Sr. Particulars Year Ended Year Ended No. 31st March, 23 31st March, 22 (In Lakhs)**<br>**( In Lakhs)
23 - REVENUE FROM OPERATIONS (I) Operating Revenues: Sale of Services Domestic Export Sale of Spares Domestic Export Sale of Spares are incidental to Sale of Services 24 - OTHER INCOME Interest Income: From banks From others Dividend Income Profit on sale of Investments (Net) Profit on Sale of Property, Plant & Equipment (Net) Net Foreign Exchange Currency Fluctuation Gain Rent Income Net gain on fair valuation of mutual funds Insurance Claim Received Other Income 25 - COST OF MATERIAL CONSUMED & OPERATING EXPENSES Consumption Spares, Oil & Other Operating Expenses Changes in inventories of Finished Goods, WIP & Stock in Trade Equipment Running & Maintainence Expenses 26 - EMPLOYEE BENEFITS EXPENSES Salaries, Wages, Bonus and Other Employee Benefits Contribution to Provident and Other funds Staff & Labour Welfare expenses	33,068.84 31,160.44 - - 1,044.99 942.88 19.77 59.58 34,133.61 32,162.90 118.50 136.08 216.33 5.23 11.29 2.24 268.50 274.84 0.06 1.23 471.56 - 3.36 3.07 24.39 29.94 - 0.16 10.94 10.98 1,124.93 463.77 9,962.98 10,744.16 2,148.68 - 2,356.98 4,186.60 14,468.64 14,930.76 3,283.66 2,618.69 48.31 37.82 109.99 110.42 3,441.96 2,766.94

For remuneration to Director and their relatives, please refer note 37*

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ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

Sr. No.	Particulars Year Ended Year Ended 31st March, 23 31st March, 22 (In Lakhs)**<br>**( In Lakhs)	Particulars Year Ended Year Ended 31st March, 23 31st March, 22 (In Lakhs)**<br>**( In Lakhs)
27 - 28 - **29 - **	FINANCE COSTS Interest Costs Interest on Financial Liabilities of Banks Other borrowing costs Other Interest & Finance Charges DEPRECIATION AND AMORTIZATION EXPENSES Depreciation & Amortization of Property, Plant & Equipments (Refer Note No. 4) Amortization of Other Intangible Assets (Refer Note No. 4) OTHER EXPENSES Power & Fuel Expenses Repairs, maintenance and refurbishing - To Buildings - To Machineries - To Others Rent Expenses Rates and taxes Insurance & Freight Communication Expense Legal and professional charges Director Sitting Fees Testing & Inspection Expenses ROC Filing Fees Payment to the Auditors - As Statutory Audit fees - For Taxation Matters - For Other Printing & Stationery Expenses Office Expenses CSR Expenditures * Travelling and Conveyance For Director’s Travelling For others Security Service Charges Advertisement & Sales Promotion Expenses Hotel, Loading and Boarding Expense Loss on Equity Cash Realized Loss on Sale of Commodities & Related Expenses Loss on Commodity (Net) Brokerage & Commssion Expenses Storage Charges Net Foreign Exchange Currency Fluctuation Loss Bad Debts Miscellaneous Expenses Consumption of stores and spare parts Operating and Maintenance Expense Job Work & Machining Charges Erection and Commission Expense	320.55 270.44 202.45 206.42 522.99 476.86 2,958.92 2,303.88 1.11 1.68 2,960.03 2,305.55 31.60 31.50 153.06 34.78 50.92 21.48 45.18 32.34 339.74 268.67 51.38 63.92 116.16 177.96 17.25 16.60 1,063.78 776.26 2.40 2.40 15.49 3.75 0.84 0.49 11.07 12.93 - - 0.47 - 11.72 13.43 135.92 105.07 152.65 56.60 - - 41.91 29.22 198.96 139.65 67.73 50.93 21.03 32.99 124.75 108.31 122.90 - 2.35 - - 151.83 21.14 51.98 6.96 9.63 - 25.15 106.00 623.24 109.52 69.50 37.31 25.87 64.56 16.90 35.63 10.61 8.04 25.78 3,168.39 2,989.78

• Refer note 37.

Refer note 35.**

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ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED

Sr.	Particulars	Year Ended	Year Ended
No.		31st March, 23	31st March, 22
		(In Lakhs)**|**( In Lakhs)
**30 - **	OTHER COMPREHENSIVE INCOME
	Re-measurement of post employment benefit plans	4.17	3.39
	Re-measurement gains/ (losses) on fair valuation of financial instruments	0.00	1.10
		4.17	4.49
31-	EARNINGS PER EQUITY SHARE
	Net Profit attributable to the Equity Shareholders (`in lakhs) (A)	12,529.91	7,239.81
	Weighted average number of Equity Shares outstanding during the period (B)	6,40,00,000	6,40,00,000
	Nominal value of Equity Shares (`)	5	5
	Basic/Diluted Earnings per Share (`) (A/B)	19.58	11.31
			(` In Lakhs)
Sr.	Particulars	31st March,	31st March,
No.		2023	2022
**32 - **	CONTINGENT LIABILITIES AND COMMITMENTS
	CONTINGENT LIABILITIES
	(a) Claims against the Company not acknowledged as debts (Net of Payments)	1164.15	1,081.38
	(b) Guarantees given (Net)*	0.00	4,699.82

33 - SEGMENT REPORTING

The Group operates mainly in oil and gas exploration and all other activities are incidental thereto, which have similar risk and return. Accordingly, there are no separate reportable Segments as required under IND AS 108 “ Operating Segment “

The Revenue during FY 2022-23 with the single external customer amounting to 10% or more of the Groups Revenue is :

	(` in lakhs)	% Share to
Name of the customer	Amount	Total Sales
Oil And Natural Gas Corporation	13,671.00	45.39%
Oil India Limited	4,029.06	13.38%
Vedanta & Cairn	3,813.42	12.66%
	21,513.48	71.43%
Total Annual Sales During the year	34,133.61	100%

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34 - DISCLOSURES AS REQUIRED BY INDIAN ACCOUNTING STANDARD (IND AS) 19 EMPLOYEE BENEFITS

The Group has classified the various benefits provided to employees as under:-

(a) Defined contribution plans Provident fund

The Group has recognized the following amounts in the statement of profit and loss:

Employers’ contribution to provident fund :- INR 48.31 Lakhs for year ended 31st March 2023 ( year ended 31st March 2022 INR 37.82 Lakhs )

(b) Defined benefit plans

Gratuity

In accordance with Indian Accounting Standard 19, actuarial valuation was done in respect of the aforesaid defined benefit plans based on the following assumptions -

Key Assumptions considered :

			Gratuity (Funded)	Gratuity (Funded)
		31st March, 2023 31st March, 2022
Discount rate(per annum)			7.30%	6.90%
Future salary increase			6.00%	6.00%
Retirement age			58 years	58 years
Withdrawal rates
-	Up to 25 years		20.00%	15.00%
-	From 26 to 35 years		20.00%	12.00%
-	From 35 to 45 years		20.00%	9.00%
-	From 45 to 55 years		20.00%	6.00%
-	From 55 to 58 years		20.00%	3.00%

Financial Assumptions

The discount rate and salary increases assumed are the key financial assumptions and should be considered together; it is the difference or ‘gap’ between these rates which is more important than the individual rates in isolation.

Discount Rate

The rate used to discount other long term employee benefit obligation (both funded and unfunded) shall be determined by reference to market yield at the Balance Date on high quality corporate bonds. In countries where there is no deep market in such bonds the market yields (at the Balance Sheet Date) on government bonds shall be used. The currency and term of the corporate bond or government bond shall be consistent with currency and estimated term of the post employment benefit obligation.

Salary Escalation Rate

This is Management’s estimate of the increases in the salaries of the employees over the long term. Estimated future salary increases should take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

	Gratuity (Funded)
	As at As at 31st March, 2023 31st March, 2022
(A) Change in present value of the defined benefit obligation during the year Present value of obligation as at the beginning of the year Interest Cost Current Service Cost Change in Financial Assumption Change in Demographic Assumption Due to Experience Adjustment Benefits Paid Actuarial (Gain)/Loss on arising from Change in Financial Assumption Actuarial (Gain)/Loss on arising from Experience Adjustment Past Service Cost	12.31 11.71 0.79 0.71 3.75 3.94 (0.16) (0.37) 0.48- (5.33) (3.56) 0.00 (0.13) -- -- --
Present value of obligation as at the end of the year	11.83 12.31
(B) Change in fair value of plan assets during the year Fair Value of plan assets at the beginning of the year Interest Income Contributions by the employer Benefits paid Return on plan assets	15.48 15.09 0.30 0.52 - - - 0.13 - -
Fair Value of plan assets at the end of the year	15.78 15.48

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	Gratuity (Funded)
	As at As at 31st March, 2023 31st March, 2022
(C) Net Asset/ (Liability) recorded in the Balance Sheet Present value of Funded obligation as at the end of the year Present value of obligation as at the end of the year Net (Asset)/ Liability Current	(3.95) (3.17) - (3.95) (3.17)
Net (Asset)/ Liability-Non-Current	(0.67) 0.00
(D) Expenses recorded in the Statement of Profit & Loss during the year Interest Cost Current Service Cost	(0.35) (0.35) 3.75 3.94
Total expenses included in employee benefit expenses	3.40 3.59
(E) Recognized in Other Comprehensive Income during the year Actuarial (Gain)/Loss on arising from Change in Financial Assumption Actuarial (Gain)/Loss on arising from Change in Demographic Assumption Actuarial (Gain)/Loss on arising from Experience Adjustment Return onplan assets	(0.16) (0.37) 0.48 - (5.33) (3.56) 0.84 0.54
Recognized in Other Comprehensive Income	(4.18) (3.39)
(F) Maturity profile of defined benefit obligation Within 12 months of the reporting period (3.95) (3.17) Between 2 and 5 years (0.67) - Between 6 and 10 years - - (G) Quantitative sensitivity analysis for significant assumption is as below: (Note - I) 0.5 % increase in discount rate 11.63 11.88 0.5 % decrease in discount rate 12.04 12.77 0.5 % increase in salary increase rate 12.04 12.77 0.5 % decrease in salary increase rate 11.63 11.87 10 % increase in Withdrawal Rate Sensitivity 11.88 12.35 10 % decrease in Withdrawal Rate Sensitivity 11.78 12.27 (H) Investment details of plan assets Policyof Insurance 100% 100%

Notes:

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

35 - CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013, Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Board of Directors of the Group had constituted a Corporate Social Responsibility (CSR) Committee. In terms of the provisions of the said Act, the Group was required to spend 99.12 lakhs (previous year 56.59 lakhs) towards CSR activities during the year ended 31st March, 2023. The Group has incurred following expenditure towards CSR activities for the benefit of general public and in the neighbourhood of the Company.

Sr. No.	PARTICULARS Year ended Year ended 31st March, 23 31st March, 22 (Rs. In Lakhs) (Rs. In Lakhs)
1 2 3 4	Prescribed CSR Expenditure (2% of Average Net Profits of the three immediately preceeding financial years) 99.12 56.59 Add : Unspent amount ofpreviousyear - -
	Total amount to be spent for the financialyear 99.12 56.59
	Details of CSR Expenditure during the financial year 2022-23 (a) Promoting Education and enhancing vocational skills 100.00 56.60
	Total Amount spent during the financial year 100.00 56.60
	Amount Unspent, if any. - -

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		PARTICULARS	Year ended	Year ended
			31st March, 23	31st March, 22
			(Rs. In Lakhs)	(Rs. In Lakhs)
36	**- **	DERIVATIVE INSTRUMENTS
		(a) Derivatives outstanding as at balance sheet date	-	568.33

The Group had entered into swap deals with Induslnd Bank for reducing interest cost by moving from INR floating interest rate to LIBOR fixed interest rate with underlying USD revenue contracts.

Above swap deals have been fair valued and resultant gain / (loss) have been recorded through statement of profit and loss account.

37 - RELATED PARTY DISCLOSURES AS PER INDIAN ACCOUNTING STANDARD-24

37.1 Name of the Related Parties and Nature of the Related Party Relationship with whom transactions have taken place during the reported period.

1. Subsidiaries

• Deep Onshore Drilling Services Private Limited

• Deep International DMCC

• Raas Equipment Private Limited

• Deep Onshore Services Private Limited

• Dolphin Offshore Entreprise (India) Limited

• Dolphin Mauritius PTE Ltd.

2.

Enterprises significantly influences by KMP, or Relatives of KMP

• Savla Oil & Gas Private Limited

3. Key Management Personnel of Group Name

• Mr. Paras Savla

• Mr. Rupesh Savla

• Mr. Dharen Savla

• Dr. Kirit Shelat

• Mr. Hemendrakumar Shah

• Mr. Rohan Shah

• Ms. Roshni Shah

• Ms. Shilpa Sharma Mrs. Shaily Dedhia

Designation

Chairman and Managing Director Managing Director Whole-time Director

Independent Director Independent Director

Chief Financial Officer & Whole-time Director (w.e.f. 24.06.2021) Company Secretary (Resigned w.e.f. 08.08.2022) Company Secretary (w.e.f. 10.11.2022) Independent Director

4. Relative of Key Management Personnel

• Mr. Manoj Savla

• Mrs. Mita Manoj Savla

• Mr. Shail Manoj Savla

• Mrs. Avani Savla

• Mrs. Priti Paras Savla

• Mrs. Shital Rupesh Savla

• Mr. Shanil Paras Savla

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37.2 Transactions with related parties:

				(` In Lakhs)
Related Party	Nature of Relation	Transaction	FY 2022-23	FY 2021-22
Mr. Paras Savla	Chairman and Managing Director	Remuneration	49.18	45.81
	(KMP) and Promoter
Mr. Rupesh Savla	Managing Director (KMP) and Promoter	Lease Rent	44.33	42.22
		Remuneration	45.00	42.00
Mr. Dharen Savla	President and Part of Promoter Group	Lease Rent	32.73	31.17
		Remuneration	31.83	11.07
Mrs. Avani Dharen Savla	Relative of KMP	Remuneration	1.05	4.20
Rohan V Shah	Whole Time Director (Finance) &	Remuneration	19.50	16.96
	Chief Financial Officer
Shilpa Sharma	Company Secretary and Compliance Officer	Remuneration	4.04	-
Falak Patel	Company Secretary and Compliance Officer	Remuneration	0.57	-
Roshni Shah	Company Secretary	Remuneration	1.83	5.00
Mr. Hemendrakumar Shah	Independent Director	Sitting Fees	0.80	1.20
Mr. Kirit Shelat	Independent Director	Sitting Fees	0.80	1.20
Mrs. Renuka Upadhyay	Independent Director	Sitting Fees	-	0.20
Mrs. Shaily Dedhia	Independent Director	Sitting Fees	0.80	1.00
Mrs. Mita Manoj Savla	Relative of KMP	Lease Rent	33.10	31.53
Mrs. Priti Paras Savla	Relative of KMP	Lease Rent	33.10	31.53
Kantilal Velji Savla & Others	Other related parties	Lease Rent	8.61	-
Rupesh Savla Family Trust	Other related parties	Lease Rent	9.64	9.19
Mrs. Shital Rupesh Savla	Relative of KMP	Lease Rent	44.33	42.22

Note:

(i) The above related party transactions have been reviewed periodically by the Board of Directors of the Group vis-à-vis the applicable provisions of the Companies Act, 2013, and justification of the rates being charged/ terms thereof and approved the same.

(ii) The details of guarantees and collaterals extended by the related parties in respect of borrowings of the Group have been given at the respective notes.

iii) Entity under common control are disclosed only transaction has taken place during the year.

iv) All related party transaction have been taken at arm’s length price.

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38. FINANCIAL INSTRUMENTS - ACCOUNTING, CLASSIFICATIONS AND FAIR VALUE MEASUREMENTS The carrying value of financial instruments by categories as of 31st March, 2023 is as follows:

Particulars	Particulars	FVTOCI	FVTPL	Amortised	Total
				Cost
Financial assets
Non-current
(i)	Investments
	A. Quoted	4.41	106.25	-	110.66
	B. Unquoted	-	-	2.06	2.06
(ii)	Other Financial Assets			249.70	249.70
Current
(i)	Investments
	A. Quoted	-	2,008.84	-	2,008.84
	B (i) Unquoted	-	1,501.00	1,211.75	2,712.75
	(ii) Trade Receivables	-	-	25,227.70	25,227.70
	(iii) Cash and Cash Equivalents	-	-	2,030.19	2,030.19
	(iv) Bank balances other than above (iii)	-	-	2,249.58	2,249.58
	(vi) Other Financial Assets	-	-	771.75	771.75
	(v) Loans	-	-	-	-
	TOTAL	4.41	3,616.09	31,742.73	35,363.23
Financial Liabilities
Non-current
(i)	Borrowings	-	-	3,762.69	3,762.69
Current
(i)	Borrowings	-	-	3,224.70	3,224.70
(ii)	Trade Payables	-	-	5,547.42	5,547.42
(iii)	Other Financial Liabilities	-	-	659.86	659.86
	TOTAL	-	-	13,194.67	13,194.67
The	carrying value of financial instruments by categories as of 31st March, 2022		is as follows:
Particulars		FVTOCI	FVTPL	Amortised	Total
				Cost
Financial assets
Non-current
(i)	Investments
	A. Quoted	4.41	70.00	-	74.41
	B. Unquoted	-	-	1,620.96	1,620.96
(ii)	Other Financial Assets	-	-	451.52	451.52
Current
(i)	Investments
	A. Quoted	-	4,689.53	-	4,689.53
	B (i) Unquoted	-	400.00	554.63	954.63
	(ii) Trade Receivables	-	-	13,545.76	13,545.76
	(iii) Cash and Cash Equivalents	-	-	1,201.53	1,201.53
	(iv) Bank balances other than above (iii)	-	-	1,999.41	1,999.41
	(vi) Other Financial Assets	-	-	63.84	63.84
	TOTAL	4.41	5,159.53	19,437.66	24,601.60
Financial Liabilities
Non-current
(i)	Borrowings	-	-	1,131.87	1,131.87
Current
(i)	Borrowings	-	-	2,047.36	2,047.36
(ii)	Trade Payables	-	-	3,827.08	3,827.08
(iii)	Other Financial Liabilities	-	-	453.28	453.28
	TOTAL	-	-	7,459.59	7,459.59

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		ANNUAL REPORT 2022-23 DEEP INDUSTRIES LIMITED
Particulars		Fair value Fair value As At As At measurement 31st March, 2023 31stMarch, 2022 using
Financial assets Non-current (i) Investments A. Quoted Current (i) Investments A. Quoted B (i) Unquoted TOTAL		110.66 74.41 Level 1 2008.84 4689.53 Level 1 501.00 400.00 Level 2
(i)
	TOTAL	2,620.50 5,163.94

39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Groups’s Risk Management framework encompasses practices relating to the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic, external and operational controls risks to achieving the Group’s business objectives. It seeks to minimize the adverse impact of these risks, thus enabling the Group to leverage market opportunities effectively and enhance its long-term competitive advantage. The focus of risk management is to assess risks and deploy mitigation measures.

The Group’s activities expose it to variety of financial risks namely market risk, credit risk and liquidity risk. The Group has various financial assets such as deposits,other receivables and cash and bank balances directly related to the business operations. The Group’s principal financial liabilities comprise of trade and other payables. The Group’s senior management’s focus is to foresee the unpredictability and minimize potential adverse effects on the Group’s financial performance. The Group’s overall risk management procedures to minimize the potential adverse effects of financial market on the Group’s performance are outlined hereunder:

The Group’s Board of Directors have overall responsibility for the establishment and oversight of the Group’s risk management framework.

The Group’s risk management is carried out by the management in consultation with the Board of Directors. They provide principles for overall risk management, as well as policies covering specific risk areas.

The note explains the sources of risk which the entity is exposed to and how the entity manages the risk.

(A) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and from its financial activities including deposits with banks and other financial instruments.

(i) Cash and cash equivalents:

The Group considers factors such as track record, size of institution, market reputation and service standard to select the banks with which deposits are maintained. The Group does not maintain significant deposit balances other than those required for its day to day operations. Credit risk on cash and cash equivalents is limited as these are generally held or invested in deposits with banks and financial institutions with good credit ratings.

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(B) Liquidity Risk

Liquidity risk is the risk that the Group will face in meeting its obligations associated with its financial liabilities. The Group’s approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.

The Group’s objective is to maintain optimum levels of liquidity to meet its cash and collateral requirements. The Group relies on a mix of borrowings, capital and excess operating cash flows to meet its needs for funds. The current committed lines of credit are sufficient to meet its short to medium term expansion needs. The Group monitors rolling forecasts of its liquidity requirements to ensure that it has sufficient cash to meet operational needs.

The table below provides undiscounted cash flows towards non-derivative financial assets/ (liabilities) into relevant maturity based on the remaining period at the Balance Sheet date to the contractual maturity date and where applicable, their effective interest rates.

Particulars Financial Liabilities Non-current (i) Borrowings Current (i) Borrowings (ii) Trade Payables (iii) Other Financial Liabilities	As At 31st March, 2023 Total Not later Later than Later than than 1 year 1 and not 5 years later than 5 years - 3,762.69 - 3,762.69 3224.70 - - 3224.70 5547.42 - - 5547.42 659.86 - - 659.86
TOTAL	9431.98 3762.69 - 13194.67
Particulars	As At 31st March, 2022 Total Not later Later than Later than than 1 year 1 and not 5 years later than 5 years
Financial Liabilities Non-current (i) Borrowings Current (i) Borrowings (ii) Trade Payables (iii) Other Financial Liabilities	- 1,131.87 - 1,131.87 2047.36 - - 2047.36 3827.07 - - 3827.07 453.28 - - 453.28
TOTAL	6327.71 1131.87 - 7459.59

(C) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.Market risk comprises three types of risks : foreign currency risk, interest risk and other price risk such as commodity risk.

(i) Interest rate risk

The Group’s exposure to the risk of changes in market interest rates relates primarily to debts having floating rate of interest. Its objective in managing its interest rate risk is to ensure that it always maintains sufficient headroom to cover interest payment from anticipated cashflows which are regularly reviewed by the Board.

Particular	Change in	Effect on Profit before	Effect on Profit before
	Interest rate	tax 31st March, 2023	tax 31st March, 2022
Non-current & Current Borrowings	-0.50%	(34.94)	(15.90)
	0.50%	34.94	15.90

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates and arises where transactions are done in foreign currencies. It arises mainly where receivables and payables exist due to transactions entered in foreign currencies. The Group evaluates exchange rate exposure arising from foreign currency transactions and follows approved policy parameters utilizing forward foreign exchange contracts whenever felt necessary. The Group does not enter into financial instrument transactions for trading or speculative purpose.

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I. Foreign Currency Sensitivity

• 1% increase or decrease in foreign exchange rates will have the following impact on the profit before tax

(` In lakhs)

		(`In lakhs)
	Currency USD	2022-23 2021-22
		1% Increase 1% Decrease 1% Increase 1% Decrease
		7.78 (7.78) 15.38 (15.38)
	Total	7.78 (7.78) 15.38 (15.38)

II. The amount of foreign currency exposures that are not hedged by a derivative instrument or otherwise as at 31st March, 2023 & 31st March, 2022 are as under:

	As at 31st		As at 31st
	March, 2023		March, 2022
	Foreign Currency	(**in lakhs)**|**Foreign Currency**|**(**in lakhs)
	(in USD Lakhs)		(in USD Lakhs)
Receivables
Trade Receivables	8.43	693.09	20.29	1,538.49
Payable
Trade Payables	0.66	54.26	9.10	681.25

(iii) Commodity Risk:

The Group is exposed to the movement in the price of key raw materials and other traded goods in the domestic and international markets. The Group has in place policies to manage exposure to fluctuation in prices of key raw materials used in operations. The Group enters into contracts for procurement of raw materials and traded goods, most of the transactions are short term fixed price contracts and a few transactions are long term fixed price contracts.

(D) Capital management

The Group manages its capital to be able to continue as a going concern while maximising the returns to shareholders through optimisation of the debt and equity balances. For the purpose of calculating gearing ratio, debt is defined as non current and current borrowings (excluding derivatives). Equity includes all capital and reserves of the Group attributable to equity holders of the Group. The Board reviews the capital structure and cost of capital on an annual basis but has not set specific targets for gearing ratios. The risks associated with each class of capital are also considered as part of the risk reviews presented to the Board of Directors.

		(` in lakhs)
	As at	As at
Particulars	31st March, 2023	31stMarch, 2022
Total Debt	6,987.39	3,179.24
Equity	3,200.00	3,200.00
Other Equity	1,33,815.21	1,09,804.92
Capital and total debt	1,44,002.60	1,16,184.16
Gearing ratio	4.85%	2.74%

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40. ADDITIONAL REGULATORY INFORMATION - RATIOS

Ratios	Numerator	Denominator	As	at 31st	As at 31st
			March, 2023		March, 2022
Current ratio (in times)	Total Current assets	Total Current liabilities		4.69	4.56
Debt equity ratio (in times)	Total debt	Total equity		0.05	0.03
Debt service coverage ratio	Earnings available for debt	Debt service = Interest +		4.64	4.67
(in times)	service = Net profit after taxes+	Principal repayments
	Non-cash operating expenses +
	Interest+/-Deferred tax Expense
Return on equity (%)	Net Profit after taxes	Total equity		9.14%	6.41%
Inventory turnover ratio (in times)	Revenue from Operations (Net)	Average Inventory		7.99	8.17
Trade receivable turnover ratio	Revenue from Operations (Net)	Average Trade receivable		1.76	2.45
(in times)
Trade Payable turnover ratio	Cost of spares +	Average Trade payables		3.09	4.23
(in times)	other operating expenses
Net capital turnover ratio	Revenue from Operations (Net)	Working capital =		0.85	1.30
(in times)		Total Current assets -
		Total Current liabilities
Net profit ratio (%)	Net Profit after taxes	Revenue from Operations	(Net)	36.71	22.51
Return on capital employed (%)	Earnings before interest and	Capital employed = Total Equity		11.14	8.36
	taxes	+ Non Current Borrowing
Return on Investment (%)	Earnings before interest	Total Assets		9.89%	7.57%
	and taxes

1) Current ratio (in times)

The company has invested the surplus funds into certain investment buckets. During the year the company has repaid significant borrowings.

2) Debt equity ratio (in times)

Mainly due to availment of fresh borrowings for expansion.

• 3) Inventory turnover ratio (in times)

Mainly due to fresh inventory

4) Trade receivable turnover ratio (in times)

Increased due to improvement in debtor’s collection cycle.

5) Trade Payable turnover Ratio (in times)

Mainly on account of higher payout during the year with better cashflow.

6) Net profit ratio (%):

Major impact due to significant increase in turnover and better profitibility of the company during the year

7) Return on capital employed (%)

Major impact due to significant increase in turnover and better profitibility of the company during the year.

8) Return on Investment (%)

Major impact due to significant increase in turnover and better profitibility of the company during the year.

41 - STRUCK OFF COMPANIES

The Group does not have any transactions with companies struck - off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.

• 42 - Balances of Other Current Liabilities, Trade Receivables and Trade Payables are subject to confirmation, reconciliation and adjustments if any.

• 43 - In the opinion of the Management, current assets have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated except where indicated otherwise.

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• 44 - Previous period figures have been regrouped, re-classified and re-arranged wherever considered necessary to confirm to the current year’s classification.

• 45 - The MCA wide notification dated March 24, 2021 has amended Schedule lll to the Companies Act, 2013 in respect of certain disclosures. The Company has incorporated appropriate changes in the above results.

• 46 - Additional information as required under para 2 of General Instruction of Division II of Schedule III to the Companies Act, 2013.

• A. The Group has not carried out any revaluation of Property, Plant and Equipment in any of the period reported in this Financial Statements hence reporting is not applicable.

• B. The Group does not hold any benami property as defined under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder. No proceeding has been initiated or pending against the Group for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder

• C. As per sanctioned letter issued by Banks, the Group is required to submit Stock statement to Banks on quarterly basis. As per comparison made of the stock statement vis-a-vis books of account, there are no material difference noted.

• D. The Group does not have any charges or satisfaction, which is yet to be registered with ROC beyond the statutory period.

• E. The Group does not have any such trasaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 ( Such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

• F. The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

  • (a) 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

  • (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

• G. The Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:

  • (a) 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

  • (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

• H. During FY 2022-23, the Group has not raised any amount from issue of securities. The borrowed funds have been utilised for the specific purpose for which the funds were raised.

• I. The Group has not traded or invested in crypto currency or virtual currency during the financial year.

• J. The Group is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act read with the Companies ( Restriction on number of Layers) Rules, 2017.

FOR & ON BEHALF OF DEEP INDUSTRIES LTD As per our report of even date attached sd/sd/For MAHENDRA N. SHAH & CO. Chartered Accountants Paras Savla Rupesh Savla Chairman & Managing Director Managing Director Firm Registration Number: 105775W DIN:00145639 DIN : 00126303 sd/Chirag M. Shah sd/sd/- Partner Rohan Shah Shilpa Sharma Membership Number: F-045706 CFO & Whole time Director (Finance) Company Secretary DIN : 09154526 Membership No: A34516 Place : Ahmedabad Place : Ahmedabad Date : 27-05-2023 Date : 27-05-2023

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[Pursuant to first proviso to sub section (3) of section 129 read with rule 5 of Companies (accounts) Rules, 2014] Statement containing the salient features of the financial statements of Subsidiaries/Associates/Joint Ventures Part A - Subsidiaries	INR - Lakhs	Extent of share- holding (in percen- tage)	17	80.00%	100.00%	74.00%	100.00%	*94.98%	100.00%	Notes: The following information shall be furnished at the end of the statement: The Company has been acquired through Insolvency and Bankruptcy Code, 2016 through Hon’ble Order Dated September 29, 2022 and Deep Industries Limited through its Wholly owned subsidiary Deep Onshore Services Private Limited has made full and final payment in terms of approved resolution plan on January 02, 2023 and acquired management control over Dolphin Offshore Enterprise India Limited. Therefore, Deep Onshore Services Private Limited was allotted 3000000 Equity Shares comprising 94.98% equity stakes and voting rights in Dolphin Offshore Enterprises (India) Limited, making it step down subsidiary of Deep Industries Limited. 1. Names of subsidiaries which are yet to commence operations - Dolphin Offshore Enterprises (India) Limited 2. Names of subsidiaries which have been liquidated or sold during the year - NIL Statement pursuant to Section 129 (3) of the Companies Act, 2O13 related to Associate Companies and Joint Ventures Part B - Associates and Joint Ventures Not Applicable*	FOR & ON BEHALF OF DEEP INDUSTRIES LTD sd/- sd/- Paras Savla Rupesh Savla Chairman & Managing Director Managing Director DIN:00145639 DIN : 00126303 sd/- sd/- Rohan Shah Shilpa Sharma CFO & Whole time Director (Finance) Company Secretary DIN : 09154526 Membership No: A34516 Place : Ahmedabad Date : 27-05-2023 As per our report of even date attached For MAHENDRA N. SHAH & CO. Chartered Accountants Firm Registration Number: 105775W sd/- Chirag M. Shah Partner Membership Number: F-045706 Place : Ahmedabad Date : 27-05-2023
		Proposed Dividend	16	-	-	-	-	-	-
		Profit/ [Loss] after Taxation	15	44.94	1,688.25	-0.27	-59.22	4,236.26	-650.81
		Provision for Taxation	14	10.22	-	-	-	-	-
		Turnover Profit/ [Loss] before Taxation	13	55.16	1,688.25	-0.27	-59.22	4,236.26	-650.81
			12	1,619.60	4,976.09	-	-	-	-
		Invest- ments other than Invest- ment in subsi- diaries	11	-	-	-	845.87	-	-
		Total Liabilities	10	1,896.91	151.71	0.28	2,757.80	2,360.49	747.77
		Total **Assets **	9	2,244.15	3,976.32	1.11	2,994.93	12,857.57	7,880.78
		Reserves & Surplus	8	197.14	3,813.42	-0.17	-62.97	10,181.23	7,112.45
		Share Capital	7	150.10	11.19	1.00	300.10	315.85	20.55
	Exch-	ange Rate	6	1	82.2169	1	1	1	82.2169
	Reporting Curr- ency		5	INR	USD	INR	INR	INR	INR
	Reporting period for the subsidiary concerned, if different from the holding company’s reporting period.		4	March 31, 2023	March	March 31, 2023	March 31, 2023	March 31, 2023	March 31, 2023
	The date since when subsidiary was acquired		3	15/06/2020	20/06/2020	20/06/2020	23/06/2020	02/01/2023	02/01/2023
	Name of Subsidiary		2	Raas Equipment Private Limited	Deep International DMCC	Deep Onshore Drilling Services Private Limited	Deep Onshore Services Private Limited	Dolphin Offshore Enterprises (India)Limited	Dolphin Mauritius PTE Ltd
	Sr. **No. **		1	1	2	3	4	5	6

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NOTES

168

To,

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DEEP INDUSTRIES LIMITED

Registered Office :

Registered Office: 12A &14, Abhishree Corporate Park, Ambli Bopal Road, Ambli, Ahmedabad – 380058 Tel (02717) 298510 Fax (02717) 298520

(CIN: L14292GJ2006PLC049371) E-mail: info@deepindustries.com Website: www.deepindustries.com