The Directors have the pleasure in presenting the Thirty-
Sixth (36^th) Director's Report on the operations of DEE
Development Engineers Limited ('DDEL', or 'Company'),
together with the Audited Financial Statements for the
Financial Year ended March 31, 2025 and other
accompanying reports, notes, and certificates.

Company Overview

DDEL provides comprehensive specialized process piping
solutions including engineering services such as pre bid
engineering, basic engineering, detailed engineering and
support engineering which includes engineering of process/
power piping systems for projects, and pre-fabrication
services such as cutting and beveling on conventional and
CNC machines, welding services on semi-automatic and fully
automatic robotic welding machines, conventional and
digital radiography, post weld heat treatment using CNG
fired fully calibrated furnaces and induction heating process,
hydro testing, pickling and passivation, grit blasting (manual
and semi-automatic) and painting (manual and
semiautomatic). The company also specializes in handling
complex metals such as varying grades of carbon steel,
stainless steel, super duplex stainless steel, alloy steel and
other materials including Inconel and Hastelloy in its
manufacturing processes.

The company has been focused on automating certain
manufacturing processes and its Manufacturing Facilities
are equipped with equipment such as fully automated
robotic welding systems, semi-automatic shot blasting
machines, automatic GMAW welding system and fully
automatic high frequency induction bending machines that
have a diameter of up to 48 inches.

Products

The Company's product portfolio primarily consists of piping
spools, industrial pipe fittings, induction pipe bends,
pressure vessels, industrial stacks, modular piping (skids and
modules), wind turbine towers and pilot plants, which the
company manufactures as per the requirements of its
customers in domestic and international markets.

1. Piping Spools

Piping spools are prefabricated components of a piping
system and include pipes, flanges and industrial pipe
fittings. They connect long pipes, either with butt weld
ends which get welded at sites and or with flanges at

the tips so that they can be bolted to another pipe or
equipment with similar type of flanges. They are usually
fabricated off-site wherein the raw pipes are pre-cut
to desired sizes and temporarily fitted together with
industrial pipe fittings and other components, and
finally the partially finished sub-assembly is welded with
other spool components. The pipe spools are mounted
during the fabrication process and delivered pre¬
mounted which, in our experience, makes it easier to
assemble and is useful for industries which operate with
limited space and shorter turnaround time for
construction.

2.    Induction Pipe Bends

Induction pipe bends, also known as weldless pipe
spools, are pipes bent at desired angles and are
manufactured through high frequency induction
bending. Induction bending uses induction coils to
generate extreme heat in the area of pipe which needs
to be bent. The heated section is then moulded by a
fixed arm and bent to get the desired angle. We
manufacture seamless, Longitudinally Submerged Arc
Welding (LSAW) induction pipe bends in the material
grades of carbon steel, alloy steel, austenitic steel,
stainless steel, super duplex stainless steel and Incoloy
materials. We specialise in alloy steel grade P91 and
P92 air-quench induction bends and stainless-steel
induction bending. Induction pipe bends are used in
various industries like power (thermal and nuclear), oil
and gas, petrochemical refineries, process industries,
desalination plants and cement industries.

3.    Industrial Pipe Fittings

Industrial pipe fittings are used in piping systems to
connect straight pipes or tubing sections and help in
adapting to different sizes or shapes, wherever required
to provide a joint if two dissimilar piping materials are
used in the same system, or for redirecting the piping
system.

DDEL uses industrial pipe fittings to manufacture pipe
spools as well as for direct sale to OEMs. The company
also manufacture and engineers 'Y' pieces and long 'U'
bends which requires skilled labour and advanced
machinery, which find applications in the power and
oil and gas industries, respectively.

4.    Pressure Vessels

A pressure vessel is a container designed to hold gases
or liquids at a pressure which is significantly different
from the ambient pressure, either internally or
externally. Typically, the various components of a
pressure vessel include the shell (provides the
longitudinal length of the vessel and are generally
circular in shape); head (one of the end caps on a
cylindrically shaped pressure vessel); nozzle (inserted
into the shell or head and is the first step of connecting
to the process piping system); skirt & legs (saddle that
carries the weight of the vessel) and internals (such as
weir, wave breaker, splash plate, vortex breaker etc.).
DDEL manufactures different types of pressure vessels
depending on customer specifications.

5.    Modular Piping (Skids and Modules)

Modular skids and modules are self-contained piping
systems wherein machinery, piping system and
instrumentation are enclosed in a frame or module.
Modular skid can be either, part of the manufacturing
infrastructure or in case of a small plant, the entire
manufacturing infrastructure. At times, a few modular
skids are combined to constitute one large plant
(Source: D&B Report). We believe that modular skids
offer several advantages over the conventional process
piping solutions due to their compact design, which
enables portability and quicker installation, including
reduction of on-site weld joints and cost of welding,
lower procurement costs since an entire skid or module
can be procured through a singular transaction and
involves shorter time duration in making the plant site
ready.

6.    Wind Turbine Towers and Industrial Stacks

DDEL manufactures wind turbine towers, which is made
up of the tower, the nacelle and rotor blades. Our wind
turbine towers are delivered with tubular steel towers,
which are manufactured in sections of 12 meters to 33
meters with flanges at either end, which are bolted
together at the site where the wind turbine tower is
required to be set up. The wind turbine towers which
we manufacture are equipped with working platforms
and a ladder with a fall protection system. The company
manufactures wind turbine towers with varying
specifications, as per the requirements and
specifications of customers. The company utilizes steel
plates, flanges, mechanical internals, electrical internals
and power cables as raw materials in the manufacture
of wind turbine towers.

Industrial stacks, also knowns as smokestacks or
chimney stacks, are a type of chimney or vertical pipe
through which flue gases, which are the product of
combustion of coal, fuel, oil, natural gas or wood are
exhausted into the air. The industrial stacks which we
manufacture range from 30 meters to 140 meters. DDEL
utilizes carbon steel and stainless steel as raw material
in the manufacture of industrial stacks. Industrial stacks
are used in various industries such as oil and gas and
process industries.

7. Pilot Plants

Pilot plants are small-scale process plants which act as
a pre-commercial production system to evaluate the
feasibility of certain processes before the start of full-
scale production. DDEL has recently expanded its
business by entering a new business vertical of design,
engineering, fabrication and manufacturing of pilot
plants at its Palwal Facility III. Certain projects by
government owned companies, in the pilot plant sector
are awarded on the basis of competitive bidding,
wherein vendors are evaluated inter alia on their
technical capabilities and the infrastructure required
to execute such projects. DDEL has the required
technical capabilities and infrastructure set up which
enables the company to bid for projects in the pilot
plant sector. Other projects in the pilot plant sector,
such as those by privately owned chemical and
pharmaceutical companies are awarded on the basis
of bilateral or multi-party negotiations.

Facilities

DDEL has seven strategically located Manufacturing
Facilities at Palwal in Haryana, Anjar in Gujarat, Barmer in
Rajasthan, Numaligarh in Assam and Bangkok in Thailand,
with three Manufacturing Facilities located at Palwal,
Haryana. DDEL's wholly owned subsidiary, DFIPL operates
the Anjar Heavy Fabrication Facility which is dedicated to
heavy fabrication. The Company also has a dedicated
engineering facility located at Chennai in Tamil Nadu. The
company also operate two biomass power generation
facilities at Abohar and Muktsar in Punjab. DDEL's seven
Manufacturing Facilities, the Anjar Heavy Fabrication Facility,
the Chennai Engineering Facility, the Abohar Biomass Power
Plant and the Muktsar Biomass Power Plant together span
an area of more than 7 Lakh square meters.

Development of Anjar II Unit, Gujarat

During the year, the Company has undertaken significant
development at its Anjar II Unit, Gujarat, located in the Kutch
district. This facility has been established as a strategic

manufacturing base with state-of-the-art infrastructure to
strengthen the Company's presence in western India. The
unit is designed to enhance production capacity, improve
operational efficiency, and cater to the growing demand
across domestic as well as international markets. Its
proximity to major ports provides a distinct logistical
advantage for exports, thereby supporting the Company's
global outreach. The development of this unit marks an
important milestone in the Company's long-term growth
strategy, enabling it to diversify its operations, build supply
chain resilience, and support large-scale energy and
infrastructure projects.

Financial Performance

The Company has adopted Indian Accounting Standards
("Ind AS") from April 1, 2016. Accordingly, the financial
reports for Current Financial Year 2024-2025 and Previous
Financial Year 2023-2024 have been prepared as per Ind
AS reporting framework. During the year, the Company
achieved a significant milestone in its financial performance,
setting a strong foundation for future growth. A summary
of the Company's financial performance for the year is
provided below.

The summarized financial highlight is depicted below:

(Amount in INR Lacs)

Performance Highlights

In FY 2024-25, the company demonstrated improved
performance in its Consolidated Financial Statements, with
total income rising by 5.13% to ' 84,825.92 crore, driven by
a 4.89% increase in revenue from operations and a 15.52%
rise in other income. In contrast, Standalone Financials
showed a marginal decline of 1.59% in total income, largely

due to a 23.71% drop in other income, despite steady
revenue from operations.

Total Expenses increased in Consolidated Financial
Statement growing by 2.80%, and Standalone expenses
decreases by 2.58%. Notably, employee benefit expenses
surged significantly (Consolidated: +16.69%; Standalone:
+ 15.51%), reflecting increased manpower costs. However,

cost of raw material consumed declined in both
(Consolidated: -10.71%; Standalone: -13.69%), partially
offsetting overall expense growth.

Profit before tax improved substantially—55.86%
(Consolidated) and 22.63% (Standalone). Consequently,
Profit After Tax (PAT) increased by 66.50% for Consolidated
and 17.83% for Standalone. Basic Earnings Per Share (EPS)
also rose to 6.68 (from 4.94) for Consolidated and slightly
decreased to 3.58 (from 3.74) for Standalone due to a higher
share base or other adjustments.

Overall, FY 2024-25 reflects robust growth at the group
level, with operational efficiencies and controlled costs
aiding profitability.

The detailed analysis on the state of affairs, operations of
the Company and future outlook is explained in the
Management discussion and analysis report forming part
of the Annual Report of the Company for the year under
review.

Reserves

The Board of Directors have decided to retain the entire
amount of profit under "Retained Earnings". Accordingly,
the Company has not transferred any amount to General
Reserves for the year ended 31 March, 2025.

Standalone and Consolidated Financial Statements

Standalone and Consolidated Financial Statements for the
financial year 2024-25 are prepared in compliance with the

Companies Act, 2013, Indian Accounting Standards ('IND-
AS') and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and are forming part of the Annual Report.

Statement in Form AOC-1 containing salient features of the
financial statements of the subsidiary and joint venture
companies, as required under Rule 5 of the Companies
(Accounts) Rules, 2014, are annexed in "Annexure - 1".

Change in the nature of business, if any

During the financial year under consideration, there was
no change in the nature of the business of the Company.

There were no material changes and / or commitments
affecting the financial position of the Company between
April 01, 2025 and the date of this report.

Weblink of the Company

The Weblink of the Company is https://
www.deepiping.com.

Meetings of the Board of Directors

The details of composition of the Board, its committees,
their meetings held and attendance of the Directors at
such meetings are provided in the Corporate Governance
Report, which is a part of this Report.

Following is the meeting of Board of Directors during
the Financial Year 2024-25.

Directors' Responsibility Statement

Based on the framework of Internal Financial Controls and
compliance systems established and maintained by the
Company, the work performed by the Internal Auditors,
Statutory Auditors and Secretarial Auditors, including the
Audit of Internal Financial Controls over financial reporting
by the Statutory Auditors and the reviews performed by
Management and the relevant Board Committees, including

the Audit Committee, the Board is of the opinion that the
Company's internal financial controls were adequate and
effective during Financial Year 2024-25.

Accordingly, pursuant to Sections 134(5) of the Act, the
Board of Directors, to the best of its knowledge and ability,
confirm that:

a)    in the preparation of the annual accounts for the
Financial Year ended March 31, 2025, the applicable
accounting standards have been followed and there
are no material departures;

b)    they have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at
the end of the Financial Year and of the profit of the
Company for that period;

c)    they have taken proper and sufficient care for the
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 fraud and other irregularities;

d)    they have prepared the Annual Accounts for the
Financial Year ended March 31, 2025 on a going
concern basis;

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

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

Frauds reported by the auditors

There was no instance of fraud during the year under review,
which required the Statutory Auditors to report to the Audit
Committee and / or to the Board as required under Section
143(12) of the Act and the rules made thereunder.

Statement of Declaration from Independent Directors

The Independent Directors had submitted their
disclosures to the Board that they fulfil the requirements
as stipulated under Section 149(6) of the Act and
Regulation 25(8) of Listing Regulations. There had been
no change in the circumstances affecting their status as
Independent Directors of the Company to qualify
themselves to be appointed as Independent Directors
under the provisions of the Act and the relevant
regulations. The Independent Directors have given the
declaration under Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014
confirming compliance with Rule 6(1) and (2) of the said
Rules that their names are registered in the databank as
maintained by the Indian Institute of Corporate Affairs
("IICA").

In the opinion of Board, Mr. Ashwani Kumar Prabhakar,
Mr. Bhisham Kumar Gupta and Mrs. Shilpi Barar,

Independent Directors are persons of integrity and fulfils
requisite conditions as per applicable laws and are
independent of the management of the Company.

During the year under review, the Independent Directors
of the Company had no pecuniary relationship or
transactions with the Company, apart from sitting fees,
and reimbursement of expenses, if any.

None of the Independent Non-Executive Directors held
any equity shares of the Company during the financial
year ended 31^st March, 2025.

Separate meeting of Independent Directors

During the year under review, a separate meeting of
Independent Directors of the Company was held on 11^th
June, 2024 and 28^th March, 2025 to consider:

I.    the Performance of Non-Independent Directors and the
Board as a whole;

II.    the Performance of the Chairperson of the Company,
taking into account the views of Executive Directors and
Non-Executive Directors; and

III.    assess the quality, quantity and timeliness of flow of
information between the Company's Management and
the Board that is necessary for the Board to effectively
and reasonably perform their duties.

Policy on Directors' appointment and remuneration

Nomination Policy acts as a guideline for determining
qualifications, positive attributes, independence of Directors
and matters related to the appointment and removal of
Directors and Senior Management.

Remuneration Policy lays down the Company's philosophy
and criteria as well as manner of determining the
remuneration of Managing Director, Executive/ Non¬
Executive Directors, Independent Directors, Senior
Management, Key Managerial Personnel and other
employees.

The Board has, on the recommendation of the Nomination
and Remuneration Committee, approved a policy for
selection and appointment of Directors, Key Managerial
Personnel, Senior Management and for determining their
remuneration. The Policy of the Company on directors'
appointment and remuneration, including the criteria for
determining qualifications, positive attributes,
independence of a director and other matters, as required
under sub-section (3) of Section 178 of the Companies Act,
2013, is available on Company's website and accessible
through www.deepiping.com

Statutory Auditors

M/s S.R. Batliboi& Co LLP, Chartered Accountants, with Firm
registration number 301003E/E300005, have been
appointed as Auditors of the Company to hold office for a
period of four years commencing from the conclusion of
34th Annual General Meeting until the conclusion of the
38th Annual General Meeting of the Company. The
observations of the Auditors in their report on Accounts
and the Financial Statements, read with the relevant notes
are self-explanatory. The Audit Report does not contain any
qualification, reservation, adverse remark, or disclaimer.

Further, Statutory Auditors have confirmed their eligibility
under Section 141 of the Companies Act, 2013 and the Rules
framed there under.

Cost Auditor

As per the requirements of the Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014
as amended from time to time, the Company is required to
maintain cost records and accordingly, such accounts are
made and records have been maintained every year.

The Board has appointed, M/s. JSN & Co., Cost Accountants,
as the Cost Auditor to conduct the audit of the Cost Records
of the Company for the Financial Year ended March 31,

2025.

Pursuant to Section 148 of the Companies Act, 2013 read
with The Companies (Cost Records and Audit) Amendment
Rules, 2014, the Directors on the recommendation of the
Audit Committee, re-appointed M/s JSN & Co., Cost
Accountants, to audit the Cost Accounts of the Company
for the Financial Year ending March 31, 2026 on a
remuneration of ' 1.30 lacs plus GST & out of pocket
expenses upto a maximum of ' 0.30 lacs.

As required under the Companies Act, 2013, the
remuneration payable to the Cost Auditor is required to be
placed before the Members in a general meeting for their
ratification. Accordingly, a resolution seeking Member's
ratification for the remuneration payable to M/s. JSN & Co.,
Cost Accountants for the Financial Year ending March 31,

2026,    is proposed in the Notice convening the Annual
General Meeting.

Cost Audit Report

As per the provisions of Section 148(1) of the Companies
Act, 2013, the Company has maintained the cost records,
as specified by the Central Government.

The Cost Audit Report for the financial year does not contain
any qualification(s), reservation(s) or adverse remark(s) or
disclaimer.

Cost Audit Report along with the Compliance Report for
the financial year 2024-25, issued by M/s JSN & Co., Cost
Auditors, was filed with the Ministry of Corporate Affairs.

Human Resources and Employee Training

At the core of our operational excellence is a highly skilled
and technically proficient workforce, which plays a pivotal
role in maintaining quality and safety standards while
enhancing our competitive position. We prioritize
continuous learning and development, providing regular
training to our employees to ensure timely and efficient
project execution.

Our training initiatives include hands-on exposure to
industry-relevant software such as AutoCAD (2D & 3D),
AutoCAD Mechanical 2022, Aveva PDMS, Aveva Everything
3D, CAD with Pro/ENGINEER, SmartPlant 3D, and Piping
Design & Drafting (Sofcon Training).

In addition, employees are offered structured training
programs focusing on both technical and behavioural
competencies. Key programs include:

•    MBTI (Myers-Briggs Type Indicator)

•    Business Contract Management

•    ESG - Resource Efficiency and Environmental
Sustainability

•    Effective Communication and Teamwork

We    also ensure that all new employees    undergo    a

comprehensive safety induction program upon joining,
reinforcing our commitment to a safe and compliant work
environment.

Our goal is to provide a workplace that not only ensures
operational excellence but also fosters continuous skill
development and meaningful career growth. We are
dedicated to creating an environment where employees can
thrive, contribute effectively, and advance in their
professional journey.

As of March 31,2025, we employed 727 full-time employees.
We also engage contract labour at our manufacturing
facilities as per operational requirements.

We strive to cultivate a high-performance work culture
anchored in our core values of employee development,
collaboration, customer focus, process orientation, business
acumen, and results-driven performance.

Importantly, our workforce is not unionized, and we are
proud to report that we have not experienced any labour
disputes or work stoppages in the recent past—reflecting
our proactive and collaborative approach to employee
engagement.

Health, Safety and Environment

We are committed to upholding the highest standards of
health, safety, and environmental protection across all our
operations. Our activities are governed by the
environmental laws and regulations of India and other
applicable jurisdictions, covering areas such as air emissions,
wastewater discharge, hazardous substance management,
waste disposal, remediation of contaminated sites, and
employee health and safety.

We firmly believe that workplace accidents and occupational
health hazards can be significantly minimized through
proactive risk assessment, systematic controls, and
continuous employee training. To this end, we have
implemented a comprehensive Employee Health and Safety
Policy that ensures:

•    Compliance with all applicable legal and regulatory
requirements

•    Conservation of resources and prevention of pollution

•    Elimination of workplace injuries and occupational
health issues

•    Continuous improvement in safety performance

Our policy places strong emphasis on creating awareness,
enhancing risk management capabilities, and embedding
a culture of safety through consistent training and process
improvement initiatives. We strive to create a safe and
healthy work environment by facilitating regular medical
check-ups, implementing robust safety measures, and
aiming for zero-accident operations on a sustainable basis.

Key initiatives include:

•    Toolbox safety talks conducted at regular intervals to
promote hazard awareness and reinforce safe work
practices at the ground level

•    Periodic mock drills to test emergency preparedness
and ensure adherence to safety protocols

•    First aid training for employees to equip them with life¬
saving skills in case of on-site medical emergencies

•    Regular safety audits and dissemination of safety
manuals

•    Distribution of appropriate personal protective
equipment (PPE)

•    Deployment of a dedicated Environment, Health &
Safety (EHS) team to monitor and enforce compliance

Many of our manufacturing facilities are certified under
internationally recognized standards, reflecting our
commitment to excellence and compliance:

•    ISO 9001 - Quality Management Systems

•    ISO 45001 - Occupational Health and Safety
Management

• ISO 14001 - Environmental Management Systems

In line with our sustainability goals, we have taken decisive
steps to reduce our environmental footprint. As of 2021,
we achieved a reduction of over 191,067 tons of CO
emissions through the generation of green energy using
biomass fuels, such as paddy straw, cotton stalks, wheat
stalks, and mustard straw.

Our focus remains steadfast on building a resilient,
responsible, and sustainable operational framework that
prioritizes employee well-being and environmental
stewardship.

Internal Control System and Its Adequacy

The Company has an internal control mechanism
commensurate with its size and nature of business.

These systems provide a reasonable assurance on
achievement of its operational, compliance and reporting
objectives, including safeguarding the Company's assets,
prevention and detection of frauds, accuracy and
completeness of accounting records and ensuring
compliance with corporate policies and are manual, semi¬
automated and automated in nature.

This mechanism is sound in design and the framework is
continuously evaluated for effectiveness and adequacy.

The mechanism operates through well-documented
standard operating procedures, policies and process
guidelines and segregation of duties. Periodic analysis and
reviews are conducted by the senior management to assess
its efficiency. Also, the same is discussed with auditors on a
regular basis. Change in control structure is carried out to
meet business needs along with control effectiveness.

The Internal audit is performed through an independent
Chartered Accountants firm and the audit plan is finalized
based on current perception of internal control risk and
compliance requirement in consultation with the operating
divisions. The Internal Auditors, as a part of their audits,
review the design of key processes to assess the adequacy
of controls and propose remedial measures, wherever
required.

The Internal Audit Reports issued by the Internal Auditors
are discussed with the Senior Management and presented
to the Audit Committee on a quarterly basis. An
independent and empowered Audit Committee reviews the
significant observations and assesses the adequacy of the
actions proposed while monitoring their implementation.

The Internal Auditors conduct a quarterly follow up for
implementation/ remediation of all audit recommendations
and the status report is presented to the Audit Committee
on a regular basis.

The Company has implemented both preventive and
detection controls. Appropriate corrective actions taken to
reduce the risks include the following:

Internal Auditors

M/s Singhi & Co., Chartered Accountants are the Internal
Auditors of the Company for the financial year 2024-25.

Further, M/s Singhi & Co., Chartered Accountants are re¬
appointed as Internal Auditors of the Company for the
financial year 2025-26.

Internal Audit Report, their significant observations and
follow up actions taken by the Management is reviewed by
the Audit Committee.

Auditor's Report and Secretarial Audit Report

The Statutory Auditors of the Company have issued
Independent Audit Reports with unmodified opinion on the
Standalone and Qualified opinion on Consolidated Audited
Financial Results for the quarter and financial year ended
31st March, 2025. The Auditors' qualified opinion has been
appropriately dealt in Consolidated Financial Statements
and Audit Report doesn't require any further comments
under section 134 of the Act.

In terms of Section 204 of the Companies Act, 2013 and
Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a Secretarial
Audit Report given by the Secretarial Auditors in Form No.
MR-3 is annexed with this Report. There are no
qualifications, reservations or adverse remarks made by
Secretarial Auditors in their Report.

Compliance with secretarial standards

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

Code for prevention of insider trading

DDEL has adopted a Code of Conduct ("Code") to regulate,
monitor and report trading in Company's shares by
Company's designated persons and their immediate
relatives as per the requirements under the Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. The Code, inter alia, lays down the
procedures to be followed by designated persons while
trading/ dealing in Company's shares and sharing
Unpublished Price Sensitive Information ("UPSI"). The Code
covers the Company's obligation to maintain a digital
database, mechanism for prevention of insider trading and
handling of UPSI, and the process to familiarize with the
sensitivity of UPSI. Further, it also includes code for practices
and procedures for fair disclosure of unpublished price
sensitive information which has been made available on
the Company's website www.deepiping.com.

Particulars of Loans, Guarantees and Investments

Particulars of the loans given, investments made or
guarantees given covered under the provisions of Section
186(4) of the Act, during the Financial Year ended 31^st March,
2025 are as under.

Related Party Transactions

The Company has a Policy on Materiality of Related Party
Transactions and on dealing with Related Party Transactions,
in accordance with the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. This Policy
is disclosed on the website of the company and may be
accessed through www.deepiping.com.

During the financial year under consideration, all contracts
/ transactions entered into by the Company with related
parties were in the ordinary course of business and on arm's
length basis. The Company has not entered into any contract
/ arrangement / transaction with related party(ies) which
may be termed as material in nature and not executed in
ordinary course of business and not on arm's length basis.
Hence, details are not required to be furnished in Form AOC-
2 as "Annexure-2".

Report on Corporate Governance

The Company is committed to adhere to the Corporate
Governance requirements as stipulated under the
Companies Act, 2013 read with the rules and regulations
issued by the Securities and Exchange Board of India. Report
on Corporate Governance for the financial year under
review, as stipulated under the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is annexed to this report
as "Annexure - 3".

Secretarial Auditors

The Board has appointed M/s Pragnya Pradhan and
Associates, Practicing Company Secretaries, to conduct
Secretarial Audit for the financial year 2024-25. The
Secretarial Audit Report for the financial year ended March
31, 2025, is annexed as "Annexure-4" and forms an integral
part of this Annual Report.

During the period under review, the Company has complied
with the provisions of the Act, Rules, Regulations, Guidelines,
Standards etc. covered under the Secretarial Audit. The
Secretarial Audit Report does not contain any qualification,
reservation, or adverse remark.

Dividend and Dividend Distribution Policy

The Board of Directors of the Company ("Board"), after
considering the relevant circumstances holistically and
keeping in view the Company's Dividend Distribution Policy,
has decided that it would be prudent not to recommend
any dividend for the year under review.

In compliance with Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
Dividend Distribution Policy in place. This policy is disclosed
on the website of the Company and may be accessed
through www.deepiping.com.

Annual return

In terms of Section 92(3) of the Companies Act, 2013 and
Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the
Company is available on the website of the Company and
may be accessed through www.deepiping.com.

Insurance

Our operations are subject to certain hazards such as work
accidents, fire, earthquakes, flood and other force majeure
events and explosions and those hazards which are inherent
to piping companies such as destruction of property and
inventory, losses resulting from defects or damages arising
during transit of our products in addition to risk of
equipment failure, acts of terrorism and environmental
damage. We may also be subject to claims from our
customers if the products that we manufacture are not in
compliance with regulatory standards and the terms of our
contractual arrangements.

We maintain insurance policies that we believe are
customary for companies operating in our industry and
which are necessary for our business. Our principal types
of insurance coverage include, inter alia, contractor's plant
and machinery policy, public liability industrial policy,
burglary insurance policy, standard fire and special perils
policy, general liability insurance, fire loss of profit policy.
We typically obtain marine single transit inland policy and
marine export import insurance open policy for the transit
of goods. We have also obtained a group medical policy,
group personal accident insurance, group term policy,
directors and officers liability insurance and workmen's'
compensation policy for our employees. We obtain other
specific insurance as may be required by our customers
under the scope of work which we undertake.

These insurance policies are generally valid for a year and
are renewed annually. We believe that the level of insurance
we maintain is appropriate for the risks of our business.
However, we cannot assure you that our current insurance
policies will insure us fully against all risks and losses that
may arise in future. Even if such losses are insured, we may
be required to pay a significant deductible on any claim for
recovery of such a loss, or the amount of the loss may exceed
our coverage for the loss.

Material Changes and Commitments, affecting the
Financial Position of the Company

No material changes and commitments affecting the
financial position of the Company occurred between the
end of the financial year to which these financial statements
relate and the date of this Report. However, in terms of the
Employee Stock Purchase Schemes of the Company, which
are disclosed in this Report.

Changes in Share Capital of the Company

1.    Increase in Authorised Share Capital of the
Company:

Pursuant to Extra-ordinary General Meeting dated
28.05.2024, the Company has increased its Authorised
Share Capital from ' 75,00,00,000 (Rupees Seventy-Five
Crores only) divided into 6,87,50,000 equity shares of
' 10/- each (Rupees Ten only) aggregating to
' 68,75,00,000/- (Rupees Sixty-Eight Crores Seventy-
Five Lakhs only) and 62,50,000 Preference Shares of
' 10/- each (Rupees Ten Only) aggregating to
' 6,25,00,000 (Rupees Six Crores Twenty-Five Lakhs
Only) to ' 85,00,00,000 (Rupees Eighty-Five Crores only)
divided into 7,87,50,000 equity shares of ' 10/- each
(Rupees Ten only) aggregating to ' 78,75,00,000/-
(Rupees Seventy-Eight Crores Seventy-Five Lakhs only)
and 62,50,000 Preference Shares of ' 10/- each (Rupees
Ten Only) aggregating to ' 6,25,00,000 (Rupees Six
Crores Twenty-Five Lakhs Only) and the new shares
ranked pari passu in all respect with the existing Equity
Shares of the Company as per the Memorandum and
Articles of Association of the Company."

2.    Initial Public Offering

DEE Development Engineers Limited, a seasoned player
in the field of process piping solutions, has initiated its
maiden Initial Public Offering (IPO), marking a pivotal
development in its over three-decade-long corporate
journey. Incorporated in 1988 and headquartered in
Haryana, DEE Development Engineers has grown into
a significant provider of engineering and fabrication
services for industries including oil and gas, power,
chemicals, and other heavy engineering segments.

The IPO comprises a fresh issue of equity shares
aggregating up to 3,250 million and an Offer for Sale
(OFS) of up to 45.82 lakh shares by Promoter Mr. Krishan
Lalit Bansal. The primary purpose of the fresh issue is
to fund working capital requirements, repay certain
borrowings, and support general corporate purposes.
This capital infusion is expected to enhance the
company's liquidity position and fuel future expansion
strategies.

The company has adopted a 100% book-built issue
method, with the shares proposed to be listed on both
the BSE and NSE. The offer also includes a reservation
for eligible employees and provisions for participation
by qualified institutional buyers (QIBs), non-institutional
investors (NIIs), and retail individual investors (RIIs), in
accordance with SEBI regulations. NSE has been
designated as the lead stock exchange for the issue.

DEE's decision to go public aligns with its broader
strategic vision to increase its market footprint, diversify
its investor base, and strengthen its balance sheet.
Being a capital-intensive business operating in an
infrastructure-driven economy, access to public markets
could offer DEE the necessary financial flexibility to scale
operations and invest in technological enhancements.
Additionally, listing on the stock exchange will provide
liquidity to existing shareholders and improve
corporate governance through enhanced transparency
and disclosure norms.

Despite its strengths, potential investors should be
mindful of the risks associated with the IPO. This is the
company's first public issue, and therefore, its equity
shares do not yet have a formal trading history. As
highlighted in the Red Herring Prospectus, there is no
assurance of sustained trading or stable pricing post¬
listing. Market dynamics, global supply chain
disruptions, inflationary trends, and sector-specific
challenges—especially in oil and gas—could impact the
company's performance.

DEE's promoters have maintained a low acquisition cost
for the shares being offered in the OFS, indicating long¬
term investment and confidence in the company.
However, from an investor's perspective, due diligence
is necessary. The valuation metrics, competitive
positioning, historical financial performance, and future
earnings potential should be evaluated against the
prevailing market conditions and peer group
performance.

DEE Development Engineers Limited made a stellar
debut on the stock exchanges on June 26, 2024, listing
at ' 339 per share on the NSE—delivering a remarkable
67% premium over its issue price of ' 203. The strong
listing was fueled by robust investor demand, as
reflected in the IPO being oversubscribed nearly 100
times overall, with institutional and non-institutional
categories witnessing particularly high interest. The
impressive debut not only underscores market
confidence in DEE's business fundamentals and growth
potential but also signals a positive sentiment for

infrastructure and engineering-focused companies in
the capital markets.

In conclusion, DEE Development Engineers Limited's
IPO represents a significant milestone for the company
and a potentially attractive proposition for investors
seeking exposure to India's growing infrastructure and
industrial sectors. The company's strong legacy,
diversified client base, and technical expertise provide
a robust foundation. Nonetheless, as with any equity
investment, it is critical for prospective investors to
weigh the opportunities against the associated risks
and make informed decisions based on their financial
goals and risk appetite.

Conservation of Energy and Technology Absorption and
Foreign Exchange Earnings and Outgo

The details of Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo are as
follows:

A. Conservation of Energy:

i. The steps taken or impact on conservation of energy

•    Use of polycarbonate sheets on roof

•    Use of LED Doom lights instead of conventional
lights

•    Using CNC Plasma Cutting machine

•    Hig h Speed & accuracy cutting instead of
conventional cutting

•    IGBT based power source to save energy

•    Using Robotic welding machine

•    Using HMC machine instead of conventional
Beveling machine

•    It has a servo motor instead of conventional
motors, so take less power and increase the
accuracy.

•    Using Automatic Welding machine

•    This is multi-functional & multi-purpose machine

•    IGBT based power source to save energy

•    Using latest technology welding machines to save
energy

•    Using of Boring machine

•    Green Energy - Clean Energy
B. Technology Absorption

•    Use of HMC Machine instead of Conventional
Bevelling Machine & zero gap welding
implementation

•    Pipe cutting by CNC Plasma Cutting machine
instead of conventional Bandsaw machine to
improve production

•    Installation of Automatic Airless Blasting machine
for Pipe, Pipe spools & Structure

•    Installation and commissioning of Weighing Bridge
60T to improve weighing technology

•    Installation & use of energy efficient Air
compressor which run by VFD for energy saving

•    Installation of Painting Booth for better
productivity of Painting systems;

•    Installation of Air Dryer to provide moisture free
air for machines and production;

•    Installation of LED Doom Lights for energy savings

•    Installation of Thyristor based Electrical Furnace
Precise temperature control, enhanced efficiency
and reduce maintenance;

•    Installation of Automatic thread making machine
for making thread in small pipes

•    Development of additional dispatch yard to
increase dispatch capacity

C) Foreign Exchange Earnings & Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during
the year in terms of actual outflows.

Risk Management

Pursuant to Regulation 21 of Listing Regulations, the Board
of Directors of the Company has constituted a Risk
Management Committee on 27^th July, 2023, to frame,
implement and monitor the risk management plan for the
Company. The Committee comprises of Mr. Krishan Lalit
Bansal, Chairperson, Mr. Ashwani Kumar Prabhakar, Member
and Mrs. Shilpi Barar, Member.

The scope of Risk Management Committee includes
monitoring and reviewing the risk management plan and
ensuring its effectiveness.

The Audit Committee will have additional oversight in the
area of financial risks and controls. The major risks identified
by the businesses and functions are systematically

addressed through mitigating actions on a continuing basis.
The development and implementation of risk management
framework which ensures that the Company is able to carry
out identification of elements of risks, if any, which in the
opinion of the Board may threaten the existence of the
Company, has been covered in the Management Discussion
and Analysis, which forms part of this Report.

Further, The Company has voluntarily constituted Risk
Management Committee pursuant to Initial Public Offering
of the Company. Since, the Company has been ranked 1087
as per market capitalization as on 31st December, 2024,
hence, the Company has dissolved the Risk Management
Committee with effect from the quarter ended 31st March,
2025.

Major events and milestones of our Company

Key awards, accreditations, certifications and recognitions received by our Company

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013
and rules made thereunder, the Company has laid down a
Prevention of Sexual Harassment (POSH) Policy and has
constituted Internal Complaints Committees (ICs), at all
relevant locations across India to consider and resolve the
complaints related to sexual harassment. The ICs includes
external members with relevant experience. The ICs,
presided by senior women, conduct the investigations and

make decisions at the respective locations. Company has
zero tolerance on sexual harassment at the workplace. The
ICs also work extensively on creating awareness on
relevance of sexual harassment issues, including while
working remotely. The employees are required to undergo
a mandatory training/ certification on POSH to sensitize
themselves and strengthen their awareness.

All new employees go through a detailed personal
orientation on anti-sexual harassment policy adopted by
the Company.

Statement by the company with respect to the
compliance to the provisions relating to the Maternity
Benefits Act, 1961

This is to certify that DEE Development Engineers Limited
is fully compliant with the provisions of the Maternity Benefit
Act, 1961, as amended from time to time.

The Company ensures the following in accordance with the
Act:

Maternity Leave: Female employees are granted maternity
leave of 26 weeks (for the first two children) with full wages,
as per Section 5 of the Act. For subsequent children, 12
weeks of maternity leave is provided.

Payment of Maternity Benefit: Eligible women employees
are paid maternity benefit at the rate of the average daily

wage for the period of their actual absence from duty.

Medical Bonus: A medical bonus is provided where pre¬
natal and post-natal care is not provided by the employer
free of charge.

Prohibition of Dismissal: No woman employee is dismissed
or discharged on account of her absence due to maternity
leave, and all benefits are preserved during such leave.

Work-from-Home and Creche Facility: Wherever applicable,
work-from-home options and creche facilities are provided
in compliance with the Act and the applicable rules.

Awareness and Support: The Company actively informs and
supports its female employees about their rights and
entitlements under the Act.

Your Company is committed to safeguarding the rights of
its female employees and maintaining a workplace that is
compliant with all applicable labour laws.

Vigil Mechanism/Whistle Blower Policy

The Company has in place Vigil Mechanism/ Whistle-Blower
Policy called "Vigil Mechanism/Whistle Blower Policy". It lays
down a mechanism for reporting and investigation of all
unethical behaviour, alleged or potential violations of laws,
regulations or DEE Code of Business Conduct, policies,
procedures or other standards.

Employees have numerous ways to voice their concerns and
are encouraged to report the same internally for resolution.
The said Policy provides for adequate safeguards against
retaliation and access to the Chairperson of the Audit
Committee.

The Whistle Blower Policy is available on Company's website
and accessible through www.deepiping.com.

Performance Evaluation of the Board, Board
Committees and Directors

The Company has adopted the Board Evaluation Framework
and Policy based on the recommendation of the Nomination
and Remuneration Committee, which sets a mechanism and
criteria for performance evaluation of the Board, Board
Committees and Directors, including Independent Directors.
The same is available at www.deepiping.com.

The Company has adopted the Board Evaluation Framework
and Policy based on the recommendation of the Nomination
and Remuneration Committee, which sets a mechanism and
criteria for performance evaluation of the Board, Board
Committees and Directors, including Independent Directors.

The performance of the Board, the Committees and
individual Directors was evaluated by the Board after
seeking inputs from all the Directors through a
questionnaire wherein the Directors evaluated the
performance on scale of one to five based on the following
criteria:

a)    Criteria for Board performance evaluation includes
degree of fulfilment of key responsibilities, Board
structure and composition, establishment, and
delineation of responsibilities to committees,
effectiveness of board processes, information and
functioning, board culture and dynamics, quality of
relationship between the Board and the management.

b)    Criteria for Committee performance evaluation includes
degree of fulfilment of key responsibilities, adequacy
of committee composition, effectiveness of meetings,
committee dynamics, quality of relationship of the
committee with the Board, and the management.

c) Criteria for performance evaluation of Individual
Directors includes fulfilment of the independence
criteria as specified in the Listing Regulations and their
independence from the management, attendance,
contribution at meetings, guidance, support to
management outside Board/ Committee meetings.

The above criteria are broadly based on the Guidance Note
on Board Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017.

The NRC also reviewed the performance of the individual
directors.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors and
performance of the Board was evaluated, views of the Non¬
Executive Directors were also taken.

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

In the Board meeting that followed the meeting of the
Independent Directors and meeting of NRC, the
performance of the Board, its committees and individual
directors were also discussed.

Performance evaluation of Independent Directors was done
by the entire Board, excluding the Independent Director
being evaluated.

Equity Shares with differential Voting Rights

The Company hasn't issued any equity shares with
differential voting rights.

Deposits

During the year, the Company has not received any deposits
from general public.

During the Year, Mr. Krishan Lalit Bansal, Chairman and
Managing Director of the Company has provided an
unsecured loan of ' 1,855.00 lacs to the Company.

Mr. Krishan Lalit Bansal has also provided declarations in
respect of Loans provided to the Company and confirmed
that the Loans provided by the Directors are not being given
out of funds acquired by him by borrowing or accepting
loans or deposits from others.

Employees Share Option Plan of the Company

The Company introduced employee recognition schemes
in the form of ESOPs and such tools have been constructive
in acknowledging employee's contributions in the success

of the organization. The objective of the said ESOPs is to
enhance employee motivation, and enable employees to
participate, directly or indirectly, in the long-term growth
and success of the Company. Also, such tools act as a
retention mechanism by enabling employee participation
in the business as its active member.

During the reporting year under review, the Nomination
and Remuneration Committee ("Compensation
Committee") granted 4,16,920 equity shares of 10/- each
pursuant to exercise of employee stock options by eligible
employees under the ESOP Scheme of the Company which
is to be exercised in 3 tranches. 20% in First Financial Year
after grant, 40% in Second Year after grant and 40% in third
year after grant. Total Number of options available under
DEE ESOP Policy 2023 are 26,51,957.

Date of In principal approval from BSE received on January
29, 2025 and NSE received on January 30, 2025.

Details on allotment of ESOP

1.    Nomination and Remuneration Committee
("Compensation Committee") allotted ESOP on 12^th
June, 2025

2.    74,296 Shares were allotted to 115 ESOP holders at
Face Value of ' 10/- per ESOP

The DEE ESOP Policy is uploaded on the website of the
Company at www.deepiping.com.

Disclosures pursuant to Rule 12(9) of Companies (Share
Capital and Debentures) Rules, 2019 and Regulation 14
read with Part F of Schedule I of the SEBI (Share Based
Employee Benefits & Sweat Equity) Regulations, 2021
on ESOP read with SEBI Circular dated June 6, 2015 for
the Financial year 2024-2025

The DEE ESOP Scheme, 2023 ("the Scheme") is in compliance
with SEBI (Share Based Employee Benefits & Sweat Equity)
Regulations, 2021.

A)    Relevant disclosures in terms of the accounting
standards prescribed by the Central Government in
terms of section 133 of the Companies Act, 2013 (18 of
2013) including the 'Guidance Note on accounting for
employee share-based payments' issued in this regard
from time to time:

Details have been provided in the Notes to Accounts
of the Financial Statements in the Annual report
2024-25

B)    Diluted EPS on issue of shares pursuant to all the
schemes covered under the regulations shall be
disclosed in accordance with 'Accounting Standard 20
- Earnings Per Share' Issued by ICAI or any other
relevant accounting standards as prescribed from time
to time

Diluted EPS for the financial year 2024-25 as per
AS-20 of ICAI is ' 3.56 per share.

Date of shareholders' approval

September 23,2023. Post IPO of the Company, shareholders approved to ratify the PRE-IPO scheme on September
27, 2024, at 35^th Annual General Meeting of the Company. Ballot process.

Details related to ESOP

Details of Subsidiaries, Joint Ventures and Associates

No company has been ceased to be a subsidiary, joint
venture or associate company during the year under
consideration.

Further, The Company has acquired M/s Molsieve Designs
Limited, a company incorporated under Companies Act,
1956 having Corporate Identification No.
U74999DL2002PLC114108 post financial Year 2024-25
which is a material transaction.

The Company belongs to Chemical & Industrial Gases Plants
& Equipment having Turnover of ' 4.86 Crores. The
company's main line of business is to manufacture various
Plants like: Hydrogen Gas Generating Plants PSA/VPSA/
Oxygen Gas Generating Plants with Gas Boosting Systems

for Medical or Industrial Application Ammonia Cracking
Units & PSA Hydrogen Enrichment Systems Hydrogen,
Nitrogen, Bio-gas Purification & Drying Systems
Compressed Air Dryers Mesh Belt Type continuous Furnaces
for Sintering & Brazing LPG, Propane, Nitrogen, Hydrogen
& Ammonia Storage Vessels & Systems LPG, Propane,
Cylinder Manifold (LOT) Systems & Bulk Storage & Handling
Systems PSA Nitrogen Gas Generating Plants.

Through this strategic investment and collaboration with
"Molsieve". The Company aims to expand its Pilot Plants
business vertical by incorporating technologies for
manufacturing a range of solutions, including gas
generation plants, ammonia cracking units, hydrogen
purification & drying systems, compressed air dryers, gas
storage vessels, and handling systems. Molsieve possesses

the capability to manufacture ammonia crackers and
hydrogen purification plants, creating strong synergy for
the Company to advance process piping solutions. This
acquisition has placed the Company to effectively cater to
the evolving needs of its customers in the emerging
hydrogen era.

Further, the Company has no Joint Ventures and Associate
Company.

Audited Annual Financial Statements of subsidiary are
disclosed on website of the Company and may be accessed
through www.deepiping.com.

Hard copies of these financial statements are kept open
for inspection by the Members at the Registered Office of
the Company on all days except Sunday and Public Holidays
up to the date of ensuing Annual General Meeting i.e.,
between 11:00 A.M. to 5:00 P.M. as required under Section
136 of the Companies Act, 2013. Any member desirous of
obtaining a copy of the said financial statements may write
to the Company at its Registered Office.

Indian Subsidiaries
1 Malwa Power Private Limited
Corporate Information

Malwa Power Private Limited was incorporated as a
private limited company under the Companies Act,
1956, pursuant to a certificate of incorporation dated
January 7, 2002 issued by the Registrar of Companies,
National Capital Territory of Delhi and Haryana at New
Delhi. Its CIN is U40107HR2002PTC067195, and its
registered office is situated at 1255, Sector-14,
Faridabad, Haryana - 121007.

Malwa Power Private Limited is engaged in the business
of power generation, distribution and transmission.

Financials as on 31^st March, 2025

During FY 2024-25, Revenue from operations increased
from ' 4,013.93 Lacs to ' 4,143.68 Lacs which reflects
company's stability and enhanced future projections,
Further, Profit after tax was reduced from ' 548.75 Lacs
to ' 345.10 Lacs.

This subsidiary company has transferred its entire profit
for the year to the 'Retained Earnings'.

Capital structure as on 31^st March. 2025

CSR Contribution

During the Financial Year 2024-25, The Company has
spent ' 12.30 Lacs on Corporate Social Responsibility
as stipulated under Section 135 of the Companies Act,
2013 read with Schedule VII of the Companies Act, 2013.

Corporate Social Responsibility ("CSR")

[In compliance with Section 135 of the Companies Act,
2013 and Companies (Corporate Social Responsibility)
Rules, 2014, as amended]

Corporate Social Responsibility is an integral part of
the Company's ethos and policy and it has been
pursuing this on a sustained basis. Since, the Total
amount to be spend on Corporate Social Responsibility
("CSR") is less than ' 50 Lacs, requirement for
constitution of CSR Committee is not mandatory, hence
all the functions of CSR implementation and
disbursement, have been discharge by Board of
Directors of the Company. During the Year 2024-25,

Company has spent 12,30,000 on CSR activity, which
are as follows.

Promotion of Education

Education has been the main focus area for Corporate
Social Responsibility (CSR) standpoint. Promoting
education, including special education and inclusive
education for children with disability, and skill
development and livelihood enhancement projects,
Promotion of an initiative to financially support girls
from disadvantaged backgrounds, who wish to pursue
higher education after grade 12.

Following are the key parameter for CSR Contributions:

1. Net profit eligible for CSR Contribution as per
Section 198 of the Companies Act, 2013

•    FY 2021-22: ' 817.33 Lacs

•    FY 2022-23: ' 333.73 Lacs

•    FY 2023-24: ' 548.75 Lacs

2.    Average net profit for Last 3 Financial Years:
' 614.92 Lacs;

3.    2% of average net profit for CSR Contribution: '
12.30 Lacs

4.    Actual amount spent during FY 2024-25: ' 12.30
Lacs.

Total amount of CSR done on Promotion of
Education is ' 12.30 Lacs

Technology Upgradation and Advancement

Following major steps were taken during the year in

this regard:

1.    02 no. 7.5 KW VFD is replaced instead of DOL motor
starter panels resulting to decrease the cost of
maintenance cost of Drag chain as well as due to
reduction in RPM of motors saving on account of
wattage also.

2.    125 W Mercury lamp replaced to 30W LED lights,
total 30 nos. which helps in energy conversation.

3.    Oil cleaner was cleaned with diesel resulting in only
one oil cleaner in line and second is kept standby,
as earlier both used to run simultaneously, which
now helps in improved efficiency of steam cooling
system of turbine.

4.    Protection & testing of 66KV switchyard equipment
& system from PSPCL timely.

5.    New cable installed of 24V as earlier we used to
face low voltages as our cable was under, now new
cable used is multi strand and helps in plant
efficiency at Kattianwali grid. Due to this work under
taken Grid power efficiency has increased, now we
have relatively smaller power outages.

6.    Maintaining the Power Factor (PF) of Generator
above 0.9 to reduce the power losses.

7.    Regularly Oil dehydration of Power & Auxiliary
Transformers to reduce losses.

8.    Apart from above, the Company regularly spend
to adopt best technology of its segment and
increase its efficiency, the Company has a system
of investing in continual improvement of its
processes.

9.    In addition to that the company has initiated
making brickets of fuel which shall help in better
combustion in our boiler.

2. DEE Fabricom India Private Limited
Corporate Information

DEE Fabricom India Private Limited was incorporated
as a Private Limited Company under the Companies
Act, 2013, pursuant to a certificate of incorporation
dated October 9, 2018, issued by the Registrar of
Companies, National Capital Territory of Delhi and
Haryana at New Delhi. Its CIN is
U28990HR2018PTC076325.

DEE Fabricom India Private Limited is engaged in inter
alia the business of manufacturing, fabrication and
supply of metal structure and components for power
(renewable and non-renewable), oil and gas, railways,
roads, infrastructure projects.

Financials as on 31^st March, 2025

During this fiscal year, Dee Fabricom achieved a solid
35.90% increase in revenue, closing the year at 5,064.05
lacs compared to ' 3,726.34 lacs in FY24. This growth
was primarily driven by the improved production of
50.2 towers compared to 36.8 towers in FY24 (a 36%
increase in quantum), as well as a further increase in
scope on several projects-shifting from pure job work
to also include some value-added components like
Tower Internals under our scope.

We are pleased to report a 11.08% YOY increase in Profit
After Tax (PAT) C 549.47 & ' 494.65 lacs in FY25 &
FY24 respectively), marking consistent profitability for
2^nd year following our first PAT-positive year in FY24.
As of 31st March 2025, our Order book ' 4,571 lacs
remains strong and supports our growth outlook for
the upcoming fiscal year.

Capital structure as on 31^st March. 2025

3. Atul Krishan Bansal Foundation
Corporate Information

Atul Krishan Bansal Foundation is a company limited
by shares incorporated under Section 8 of the
Companies Act, 2013, pursuant to a certificate of
incorporation dated January 22, 2021 issued by the
Registrar of Companies, National Capital Territory of
Delhi and Haryana at New Delhi. Its CIN is
U85300DL2021NPL376061, and its registered office is
situated at 2375/78/86/88/90, No. 12, Pratap Chambers,
2387/89/90 Gurdwara Road, Karol Bagh, New Delhi -
110005.

Atul Krishan Bansal Foundation is engaged in activities
aimed at inter alia eradicating hunger, poverty and
malnutrition, promoting health care including
preventive health care sanitation, contribution to the
Swacchh Bharat Kosh setup by the Government of India
for the promotion of sanitation and making safe
drinking water available; promoting education,
including special education and employment

enhancing vocation skills especially among children,
women, elderly, and the differently abled and livelihood
enhancing projects; promoting gender equality,
empowering women, setting up homes and hostels for
women and orphans, setting up old age homes, day
care centres and such other facilities for senior citizens
and measures for reducing inequalities faced by socially
and economically backward groups; and contribution
to the prime minister's national relief fund or Prime
Minister's Citizen Assistance and Relief in Emergency
Situations (PM CARES Fund) or any other fund set up
by the Government of India for socio economic
development and relief and welfare of the schedule
caste, tribes, other backward classes, minorities and
women and other rural development projects.

Financials as on 31^st March, 2025

During the year under review, During the year, Income
from donations was ' 54.80 Lacs as compared to FY
2023-24 which was ' 49.89 Lacs.

Capital structure as on 31^st March, 2025

4. Foreign Subsidiary: DEE Piping Systems (Thailand)
Co. Limited-

Corporate Information

DEE Piping Systems (Thailand) Co., Limited was
incorporated as a private company on October 7, 2014
under Thailand's Civil and Commercial Code concerning
private company. Its registration number is
0105557148913 and its registered office is situated at
Nos. 59 and 59/8, Village No. 6, Thakham Sub-district,
Bangpakong District, Chachoeng-sao Province.

DEE Piping Systems (Thailand) Co., Limited is engaged
in the business of fabrication (including prefabrication
and on-site fabrication) of pipe spool and other
components for assembling industrial piping systems
used in various industries. The fabrication work and the
components fabricated include, inter alia, pipe welding
work, pipe spool valves, pressure adjustments systems
flanges and parts. DEE Piping Systems (Thailand) Co.,
Limited's business operation activities include, for
example, purchase, sale, production, invention/creation,
provision of services, provision of advisory service,

project management, design, setting systems'
parameters, installation, production development,
product development, assembly, disassembling and
reassembling, planning, provision of technical advices,
product researches and development, construction,
services and maintenance, production operations.

"During the financial year 2024-25, DEE Piping Systems
(Thailand) Co., Limited undertook several energy
conservation initiatives aligned with our sustainability
goals and operational efficiency improvements. As part
of our commitment to reduce energy consumption and
enhance environmental responsibility, traditional
lighting fixtures were systematically replaced with
energy-efficient LED alternatives. Specifically, 58
fluorescent 36W tubes were replaced with 18W T8
PHILIPS LED daylight tubes, and 34 fluorescent 18W
tubes were replaced with 9W T8 PHILIPS LED daylight
tubes across office areas. In the production bay, 36
high-power HPI high bay 350W lights were replaced
with 150W LED high bay fixtures, resulting in substantial
power savings.

Additionally, upgrades were made to the air¬
conditioning systems to improve energy efficiency. A

38.100    BTU unit in the store area was replaced with a

36.100    BTU model (AFE36FUT-UFE36F), and a similar
capacity unit in Meeting Room 2 was replaced with a
more efficient AFE25FU + UFE25F model. These
upgrades not only reduced energy consumption but
also contributed to creating a more sustainable and
cost-effective operational environment.

These measures reflect the subsidiary's continued focus
on integrating energy-efficient technologies in day-to¬
day operations while supporting broader corporate
environmental objectives."

Financials as on 31^st March, 2025

During FY 2024-25, Revenue from operations increased
from 8,239.01 Lacs to 10,568.24 Lacs Further, Profit after
tax was also recovered from C 433.48) Lacs to ' 1,138.76
Lacs.

Capital structure as on 31^st March, 2025

Capital Infusion in DEE Thailand

During the year, the Company infused additional equity
of approximately USD 4.8 million into its wholly owned
subsidiary, DEE Piping Systems (Thailand) Co. Ltd. This
strategic investment was undertaken to strengthen the
subsidiary's capital structure, reduce debt dependency,
and support its growing business operations in the
ASEAN region. The infusion is expected to enhance
financial stability, improve compliance with banking
covenants, and position DEE Thailand for sustained
growth in domestic and export markets.

DIRECTORS AND KEY MANAGERIAL PERSONNEL OF
DEE DEVELOPMENT ENGINEERS LIMITED

Board of Directors

The composition of the Board of Directors of the
Company is in accordance with the provisions of
Section 149 of the Act and Regulation 17 of the
Listing Regulations, with an appropriate combination
of Executive, Non-Executive, and Independent
Directors.

The Board of the Company has 6 (Six) Directors
comprising of 1 (One) Managing Director, 2 (Two)
WholeTime Director, and 3 (Three) Independent
Directors (including a Woman Director). The
complete list of Directors of the Company along with
their brief profile has been provided in the Report
on Corporate Governance forming part of this Annual
Report.

Further, all the Directors and senior management
personnel of the Company affirmed compliance with
the Code of Conduct for the financial year 2024-2025
and the declaration in this respect appears elsewhere

in the Annual Report.

Directors

During the year under review, Following are the

directors of the Company:

1.    Mr. Krishan Lalit Bansal is the Chairman and
Managing Director of our Company. He holds a
bachelor's degree in mechanical engineering
from Punjab Engineering College, Chandigarh.
He has been associated with the Company since
its inception in 1988 and has experience in
prefabricated piping systems and bio-mass
power sector. He incorporated a partnership
concern, Development Engineers pursuant to a
deed of partnership dated August 12, 1986 which
was later dissolved pursuant to a deed of
dissolution dated April 1, 1988. His other
ventures include DEE Group Trust and DDE Piping
Components Private Limited. He has been
conferred with various awards including
'Business Leader of the Year' in 2011 and
'Lifetime Achievement Award in 2016 by the
Faridabad Industrial Association. He was also
conferred with the 'Business Excellence Award'
by International Study Circle and the 'Rashtriya
Rattan Award' by the All-India National Unity
Council for his contributions to the industry.

2.    Mrs. Ashima Bansal* is a Whole-time Director
of our Company. She holds a bachelor's degree
in education from D.S. College of Education for
Women, Ferozepur City, Panjab University and a
masters' degree in arts from Panjab University.
She has been associated with the Company since
April 30, 2007.

3.    Mrs. Shikha Bansal is a Whole-time Director of
our Company. She holds a bachelor's degree in
commerce from University of Delhi and masters'
degree in commerce from Himachal Pradesh
University. She has been associated with the
Company since December 1, 2020.

4.    Mr. Ashwani Kumar Prabhakar is the

Independent Director of our Company. He holds
a Bachelor of Science degree in engineering from
Panjab University and is registered with the
Institute of Cost Works Accountant of India. He
was previouslyassociated with Ministry of
Defence, Kolkata, Government of India as the
Director General of Ordnance Factories and
Chairperson of the Ordnance Factory Board.

5.    Mr. Bhisham Kumar Gupta is an Independent
Director of our Company. He holds a Bachelor
of Science degree in engineering from Panjab
University. He was previously associated with
Engineers India Limited as the Executive Director.

6.    Mrs. Shilpi Barar is an Independent Director of
our Company. She holds a bachelor's degree in
commerce from Hemwati Nandan Bahuguna
Garhwal University. She was previously
associated with Sita Singh & Sons Private Limited
as the Head of Operations.

Key Managerial Personnel (KMP)

As on the date of this report, the following are Key
Managerial Personnel ("KMPs") of the Company as
per Sections 2(51) and 203 of the Companies Act,
2013:

1.    Mr. Krishan Lalit Bansal, Managing Director,

2.    Mrs. Ashima Bansal*, Whole Time Director

3.    Mrs. Shikha Bansal, Whole Time Director

4.    Mr. Sameer Agarwal, Chief Financial Officer and

5.    Mr. Ranjan Kumar Sarangi, Company Secretary
and Compliance officer

During the FY 2024-25, There was no change in the
Key Managerial Personnel positions.

*Further, on 14^th April, 2025, Mrs. Ashima Bansal
resigned from the Post of Whole Time Director of
the Company due to health-related concerns. Further,
Mrs. Shruti Aggarwal was appointed as Whole Time

Director of the Company with the consent of
Shareholders in the Extra-ordinary General Meeting
held on 20^th May, 2025.

Independent Directors

The Independent Directors had submitted their
disclosures to the Board that they fulfil the
requirements as stipulated under Section 149(6) of
the Act and Regulation 25(8) of Listing Regulations.
There had been no change in the circumstances
affecting their status as Independent Directors of the
Company to qualify themselves to be appointed as
Independent Directors under the provisions of the
Act and the relevant regulations. The Independent
Directors have given the declaration under Rule 6(3)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014 confirming compliance with
Rule 6(1) and (2) of the said Rules that their names
are registered in the databank as maintained by the
Indian Institute of Corporate Affairs ("IICA").

In the opinion of the Board, Mr. Ashwani Kumar
Prabhakar, Mr. Bhisham Kumar Gupta and Mrs. Shilpi
Barar are persons of integrity and fulfils requisite
conditions as per applicable laws and are
independent of the management of the Company.

During the year under review, the Independent
Directors of the Company had no pecuniary
relationship or transactions with the Company, other
than sitting fees, and reimbursement of expenses, if
any.

None of the Independent Non-Executive Directors
held any equity shares of the Company during the
financial year ended 31^st March, 2025.

The Board is of the view that Mr. Bhisham Kumar
Gupta, Mr. Ashwani Kumar Prabhakar and Mrs. Shilpi
Barar possess adequate integrity, expertise (including
the proficiency) and experience for the effective and
efficient discharge of duties of Independent
Directors.

Committees of the Board

During the year 2024-25, in compliance with the SEBI
listing regulations, the Company has constituted
mandatory committees as mentioned below.

Audit Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

Stakeholders Relationship Committee

Initial Public Offer Committee

Familiarization Program for Independent Directors

In compliance with the requirements of Listing
Regulations, the Company has put in place a framework
for Directors' Familiarization Programme to familiarize
the Independent Directors with their roles, rights and
responsibilities, strategy planning, manufacturing
process, subsidiaries business strategy, factory visit, CSR
site visit, Amendments in law and Company's codes &
policies. The details of the familiarization programme
conducted during the financial year under review are
explained in the Corporate Governance Report. The

same is available on Company's website and accessible
through www.deepiping.com.

Listing

The Equity Shares of the Company are listed on two
stock exchanges viz. BSE Limited and National Stock
Exchange of India Limited.

Secretarial Standards

The Company complies with all the applicable
Secretarial Standards issued by the Institute of

Company Secretaries of India ("ICSI").

Report on the utilisation of proceeds of the Initial
Public Offer raised during the financial year 2024¬
25.

The Company has appointed 'CRISIL Ratings Limited'
as the monitoring agency to monitor the utilization of
the issue proceeds from the Initial Public offer of the
Company raised during the financial year 2024-25. The
Monitoring agency has duly submitted its report on a
quarterly basis to the Audit Committee and the Board
of Directors. The Audit Committee and Board of
Directors duly took note of the same and filed it with
the stock exchange as required under Regulation 32(6)
of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. There were no
deviations or variations in the utilization of issue
proceeds from the objects as stated in the offer
document for Public Issue of shares of the Company.

Further, CRISIL Ratings Limited has issued its final report
for the quarter ended 31^st March, 2025 on 13^th May,
2025 as all the funds raised via Initial Public Offer of
the Company has been utilized.

Ref: https://nsearchives.nseindia.com/corporate/
DDEL 14052025141946 BSENSESIGNED.pdf

Business Responsibility and Sustainability Report
(BRSR)

A Business Responsibility and Sustainability Report as
per Regulation 34 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, detailing the various
initiatives taken by your Company on the

environmental, social and governance front, forms an
integral part of the Annual Report. Further, The
Company has voluntarily opted for Business
Responsibility and Sustainability Report as the
Company list under top 2000 Listed Entities as per the
Market Capitalization.

Disclosure Under Section 197(12) of the
Companies Act, 2013 and other Disclosures as Per
Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014

Disclosures required in accordance with the
provisions of Section 197(12) of the Act, read with
Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
and forms part of this Report. However, as per the
provisions of Sections 134 and 136 of the Companies
Act, 2013, the Report and Financial Statements are
being sent to the Members and others entitled
thereto, excluding the Statement containing
Particulars of Employees, which is available for
inspection by the Members up to the date of ensuing
Annual General Meeting. Any Member interested in
obtaining a copy of such Statement may write to the
Company Secretary at secretarial@deepiping.com.

(a) The percentage increase in remuneration of each
Director, Chief Financial Officer and Company
Secretary of the Company and (b) ratio of the
remuneration of each director to the median
remuneration of the employees of the Company for
the financial year 2024-25:

c.) The percentage increase in the median remuneration of employees in the financial year: 21.57%

d. ) Number of permanent employees on the rolls of the Company: 727 Employees

e. ) It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and other Employees is as per

the Remuneration Policy of the Company.

Top Ten Employees of the Company

Performance evaluation criteria for Independent
Directors

Board Evaluation Process

The Board had carried out an annual evaluation of its own
performance and of its committees as well as the
performance of each individual Directors as per the criteria
specified by the NRC and expressed its satisfaction for the
same. Board Evaluation criteria feedback was sought based
on the evaluation criteria approved by the NRC for
evaluating the performance of the Board, its committees
and individual directors.

As per policy on performance evaluation of the Company,
evaluation of the Board, Committee, and individual
directors was based on criteria such as mentioned in the
policy.

In order to ensure confidentiality, the Board's evaluation
was undertaken by way of a questionnaire as part of policy
on performance evaluation. All the directors participated
in the evaluation process. The responses received from the
Board members were compiled and a consolidated report

during the year are set out in Annexure 5 of this report in the
format as prescribed in the Company (CSR Policy) Rules 2014.

CSR policy of the Company is available on the website of the
Company at https://www.deepiping.com/corporate-social-
responsibility.php.

General

The Directors state that no disclosure or reporting is required
in respect of the following items, as there were no
transactions/events of these nature during the year under
review:

1.    Issue of equity shares with differential rights as to
dividend, voting or otherwise;

2.    Signicant or material orders passed by the Regulators
or Courts or Tribunals which impact the going concern
status and the Company's operation in future;

3.    One time settlement of loan obtained from the Banks
or Financial Institutions.

Cautionary Statement

Statements in the Annual Report, including those which relate
to Management Discussion and Analysis describing the
Company's objectives, projections, estimates and
expectations, may constitute 'forward looking statements'
within the meaning of applicable laws and regulations.
Although the expectations are based on reasonable
assumptions, the actual results might differ.

Personnel

The Board wishes to express its appreciation to all the
employees of the Company for their contribution to the
operations of the Company during the year.

Acknowledgement

The Directors are highly grateful for all the guidance, support
and assistance received from the Government of India,
Governments of various states in India, concerned
Government departments, Financial Institutions and Banks.
The Directors thank all the esteemed shareholders, customers,
suppliers and business associates for their faith, trust and
confidence reposed in the Company.

The Directors wish to place on record their sincere
appreciation for the dedicated efforts and consistent
contribution made by the employees at all levels, to ensure
that the Company continues to grow and excel.

For and on behalf of
DEE Development Engineers Limited

Sd/-    Sd/-

Krishan Lalit Bansal    Shruti Aggarwal

Chairman and Whole Time Director
Managing Director    DIN: 08598962

DIN:01125121

Date: August 11, 2025
Place: Village Tatarpur, Palwal

1

Mrs. Shruti Aggarwal, Whole Time Director replaced Mrs. Ashima Bansal in above Committees as Mrs. Ashima
Bansal resigned from the Board and Mrs. Shruti Aggarwal has been appointed with effect from 14 April 2025.