DEE Development Engineers Ltd Directors Report

(Section 134 of the Companies Act, 2013)

To The Members,

Your directors take pleasure to present the Boards Report in line with the Companies Act, 2013 (Act) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). This report presents the Audited financial results and other developments in respect of the Company during the financial year ended on 31 March 2026 (FY26/ Financial Year).

Financial Highlights

The Companys financial performance for the financial year ended 31 March 2026:

Particulars	Consolidated FY 2025-26	Consolidated FY 2024-25	Standalone FY 2025-26	Standalone FY 2024-25
Revenue from Operations	1,14,199.92	82,736.22	91,855.73	63,887.26
Other Income	1,664.53	2,089.70	1,374.70	1,602.87
Total Income	1,15,864.45	84,825.92	93,230.43	65,490.13
Cost of Material Consumed	48,142.31	29,666.75	43,409.51	25,958.30
Change in Inventories	(1,790.40)	(730.55)	(1,786.71)	446.06
Employee Benefit Expenses	18,553.28	16,100.93	13,637.06	11,596.60
Finance Cost	5,617.13	3,992.88	5,266.41	3,498.70
Depreciation & Amortization	5,349.36	4,938.08	3,808.69	3,441.67
Purchase of traded Goods	1550.92	0	1,550.92	0
Other Expenses	28622.52	25,322.77	19989.87	17,347.63
Total Expenses	1,06,045.12	79,290.86	85,875.75	62,288.96
Profit Before Tax	9,624.89	5,535.06	7,235.45	3,201.17
Current Tax	1,945.20	1,033.37	1,500.53	954.98
Tax related to earlier years	(151.50)	55.31	(156.90)	46.76
Deferred Tax	114.48	83.07	270.04	(135.71)
Profit After Tax (PAT)	7,716.71	4,363.31	5,621.78	2,335.14
EPS \u2013 Basic (\u20b9)	11.16	6.68	8.13	3.58
EPS \u2013 Diluted (\u20b9)	11.14	6.65	8.11	3.56

Performance Highlights

In FY 2025-26, the company demonstrated improved performance in its Consolidated Financial Statements, with total income rising by 36.59% to ?1,158.64 crore, driven by a 38.02% increase in revenue from operations and Other income decreased by 20.35%. Also Standalone total income increased by 42.36% to ?932.30 crore.

Overall, FY 2025-26 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 has 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, 2026.

Standalone and Consolidated Financial Statements

Standalone and Consolidated Financial Statements for the financial year 2025-26 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 - A.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the Companys financial position between the end of the financial year and the date of this report other than those which have already been disclosed to the Stock Exchanges.

CHANGES IN SHARE CAPITAL OF THE COMPANY

No increase in Authorised Share Capital of the Company during the FY 2025-26.

Capital structure as on 31st March, 2026 Authorised share capital: 85,00,00,000 Issued, subscribed and paid-up equity share capital: 692,633,420 comprising 6,92,63,342 equity shares of 10 each

WEBLINK OF THE COMPANY

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

DIVIDEND

Considering the Companys financial performance, the Directors have recommended a dividend of 1 per equity share on face value of 10 each equity shares of the Company, subject to the approval of the shareholders at the ensuing Annual General Meeting, for the year under review. This will involve a cash outflow of 7.52 crores.

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

INDIAN ACCOUNTING STANDARDS (Ind AS)

The financial statements for the year ended 31 March, 2026 have been prepared in accordance with the Indian Accounting Standards (Ind AS) as required under the provisions of Section 133 of the Companies Act, 2013 read with rules made there under, as amended.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of the Companys operations in terms of performance in markets, manufacturing activities, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, your Directors confirm that:-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 as at 31 March, 2026 and of the Profit and Loss of the Company for the period ended on that date; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 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 were 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.

RELATED PARTY CONTRACTS AND ARRANGEMENTS

The contracts or arrangements of the Company with related parties during the period under review referred to in Section 188(1) of the Companies Act, 2013 were in the ordinary course of business and on arms length basis. During the year, the Company had not entered into the contract/ arrangement/transaction with related parties which could be considered material in accordance with the related party transaction policy of the Company.

Further, during the Financial Year 2025-26, there were no materially significant related party transactions entered into by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons, which might have potential conflict with the interest of the Company at large.

As all the related party transactions are at arms length price and in the ordinary course of business, the same are placed before the Audit Committee for its approval. During the Financial Year under review, the Audit Committee has reviewed all the ongoing multi-year contracts/long term contracts of the Company with its related parties in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Regulations). Related party transactions were disclosed to the Board on regular basis as per Ind AS-24. Details of related party transactions as per Ind AS-24 may be referred to in the Notes forming part of the Financial Statements.

The policy on Related Party transactions as approved by the Board in terms of the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Regulations) is available on the official website of the Company i.e. https://www.deepiping.com/document/investor/Disclosures_under_Reg_46/9- Policy on dealing with related party transactions/Policy for Related_Party_Transactions.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

S.		Purpose for which the Loans/	As at 31 st March	As at 31 st March
No.	Nature of Transactions	Guarantee is utilized by recipient	2026	2025
	Loan to Subsidiary
1.	Malwa Power Private Limited	To meet expenses and working	151.00	295.00
		capital Requirement
2.	DEE Piping Systems (Thailand)	To meet expenses and working	3,630.51	3,282.52
	Company Limited	capital Requirement
3.	DEE Fabricom India Private	To meet expenses and working	400.00	900.00
	Limited	capital Requirement
	Corporate Guarantee
1.	Malwa Power Private Limited	Bank of India To meet expenses and	527.04	768.74
		working capital Requirement
2.	DEE Piping Systems (Thailand)	Bank of India To meet expenses and	0	4,009.54
	Company Limited	working capital Requirement
3.	DEE Fabricom India Private	Bank of India To meet expenses and	141.85	441.84
	Limited	working capital Requirement

DIRECTORS

During the financial year 2025-26, the Board of Directors, at its meeting held on April 14, 2025, appointed Mrs. Shruti Aggarwal (DIN: 08598962) as an Additional Director of the Company with effect from April 14, 2025, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company.

Thereafter, the Members of the Company, at the Extra-Ordinary General Meeting held on May 20, 2025, appointed Mrs. Shruti Aggarwal as a Director liable to retire by rotation and as Whole-time Director of the Company for a period of five years with effect from April 14, 2025, pursuant to the provisions of Sections 152, 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder.

During the Financial Year 2025-26, Mrs. Ashima Bansal ceased to be Executive Director of the Company with effect from 14 April, 2025, due to resignation in accordance with the provisions of the Companies Act, 2013 and the Regulations.

Changes in Directors and Key Managerial Personnel

During FY 2025-26, the following changes occurred in the Board of Directors and Key Managerial Personnel:

Name	Designation	Nature of Change	Effective Date
Mr. Krishan Lalit Bansal	Chairman & Managing Director	Re-appointment (5 years)	14th April, 2025
Mrs. Ashima Bansal	Whole-time Director	Resignation (Due to Health reasons)	14th April, 2025
Mrs. Shruti Aggarwal	Additional Director	Appointment by Board	14th April, 2025
Mrs. Shruti Aggarwal	Whole-time Director	Appointment by Members at EGM for five years	14th April, 2025/20th May 2025
Mrs. Shikha Bansal	Whole-time Director	Re-appointment (5 years)	1st Nov 2025
Mr. Sameer Agarwal	Chief Financial Officer	Resignation (Due to personal reason)	5th January, 2026
Mr. Brham Prakash Yadav	Chief Financial Officer	Appointment	7th January, 2026

Demat Suspense Account / Unclaimed Suspense Account

No shares of the Company are lying under the Suspense Demat account as on 31st March, 2026.

BOARDS OPINION REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED/RE-APPOINTED DURING THE YEAR

The Board is of the opinion that the Independent Directors are person(s) of integrity and possess core skills/expertise/competencies (including the proficiency) as identified by the Board of Directors as required in the context of Companys business(es) and sector(s) for the Company to function effectively.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2025-26, 8 (Eight) Board Meetings were held on the following dates:

Sr. No.	Date of Meeting	No. of Directors Attended	Quorum Present
1.	14th April, 2025	4	Yes
2.	29th May, 2025	4	Yes
3.	11th August, 2025	5	Yes
4.	19th September, 2025	5	Yes
5.	04th November, 2025	6	Yes
6.	07th November, 2025	5	Yes
7.	06th January, 2026	5	Yes
8.	03rd February, 2026	6	Yes

The gap between any two meetings was not more than one hundred twenty days as mandated under the provisions of Section 173 of the Companies Act, 2013 and Regulation 17(2) of the Regulations.

INDEPENDENT DIRECTORS

In terms of the provisions of Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of the Regulations, all the Independent Directors of the Company have furnished a declaration to the Compliance Officer of the Company at the meeting of the Board of Directors held on 21st May, 2026 stating that they fulfil the criteria of Independent Director as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the Regulations, and are not being disqualified to act as an Independent Director. Further, they have declared that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In the opinion of the Board, all the Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with the Rules made there under and the Regulations, and are independent of the management.

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 31st March, 2026.

In terms of Regulation 25(7) of the Regulations, the Company has adopted a familiarization programme for the Independent Directors to familiarize them with working of the Company, nature of the industry in which the Company operates, business model of the Company, their roles, rights, responsibilities and other relevant details. The details of familiarization programme during the Financial Year 2025-26 are available on the official website of the Company i.e. https://www.deepiping.com/document/investor/familiarisation-program-for-independent-directors.pdf

Separate meeting of Independent Directors

During the year under review, a separate meeting of Independent Directors of the Company was held on 3rd February 2026 to consider:

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

the Performance of the Chairperson of the Company, taking into account the views of Executive Directors and

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

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND SENIOR MANAGEMENT PERSONNEL

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the Regulations, the Nomination and Remuneration Committee (NRC) has formulated a policy relating to appointment and determination of the remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel which has been adopted by the Board of Directors of the Company. The NRC has also developed the criteria for determining the qualifications, competencies, positive attributes and independence of Directors and for making payments to the Executive/Non-Executive/Independent Directors of the Company.

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management Personnel and other employees is as per the Nomination and Remuneration Policy of your Company.

The salient features of the Nomination and Remuneration Policy are as under:

Formulation of the criteria for determining qualifications, positive attributes and independence of a Director.

For every appointment of an Independent Director, the Nomination and Remuneration Committee evaluates the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates.

Identification of persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in the Nomination and Remuneration policy.

Recommendation to the Board for appointment and removal of Director, KMP and Senior Management Personnel.

Formulation of the criteria for devising a policy on diversity of Board of Directors.

Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

Deciding 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.

Recommendation to the Board, all remuneration, in whatever form, payable to senior management.

The said policy is available on the official website of the Company i.e. https://www.deepiping.com/document/investor/Disclosures under Reg 46/4 Terms and conditions/Terms and Conditions- of- appointment- ofIndependent- Directors.pdf

EVALUATION PROCESS

The Nomination and Remuneration Committee has established a framework for the evaluation process of performance of the Board, its Committees and Individual Directors and the same was adopted by the Board.

During the period under review, the Board of Directors at its meeting held on 31st March, 2026 have carried out the evaluation of the performance of Independent Directors and their independence criteria and the Independent Directors in their meeting held on 3rd February 2026 have evaluated the performance of the Chairman, Non-Independent Directors and the Board as a whole and also assessed the quality, quantity and timeliness of flow of information between the Board and Company management.

Equity Shares with differential Voting Rights

The Company has not issued any equity shares with differential voting rights.

KEY MANAGERIAL PERSONNEL

The following Directors/Officials of the Company have been designated as Key Managerial Personnel (KMP) of the Company by the Board of Directors in terms of the provisions of Section 203 of the Companies Act, 2013 and the Regulations:

Mr. Krishan Lalit Bansal, Chairman and Managing Director

Ms. Shikha Bansal, Executive Director

Mrs. Shruti Aggarwal, Executive Director

Mr. Brham Prakash Yadav, Chief Financial Officer

Mr. Ranjan Kumar Sarangi, Company Secretary & Compliance Officer

During the financial year 2025-26, Mrs. Ashima Bansal resigned from the post of Director with effect from 14 April, 2025.

Business Responsibility and Sustainability Report (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report for FY 2025-26, which captures the Companys performance and initiatives on environmental, social and governance fronts, is provided as part of this Annual Report.

Even though voluntary for the Company, we have opted to present the BRSR as we are included in the top 2000 listed companies by market capitalization.

DISCLOSURES UNDER THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure - C to this report.

HUMAN RESOURCES

FY26 continued to be a year of meaningful progress for us. Guided by the philosophy of DEE and aligned to our Employee Value Proposition-Better Everyday, Take Charge, Thrive Together-the focus remained on building a safe, inclusive, and performance-driven workplace.

The Key HR priorities included enhancing the employer brand, strengthening our talent management practices, along with focus on high performance and effectiveness. Going forward, we will continue investments in leadership development, organizational effectiveness, and digital enablement helping us strengthen our people foundation for the future.

Your Board would like to take this opportunity to express their gratitude and appreciation for the dedication and contribution of all employees and looks forward to their continued partnership in DEEs growth journey.

Information regarding employees in accordance with the provisions of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 containing particulars of top ten employees in terms of the remuneration drawn and employees drawing remuneration in excess of the limits set out in Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are provided as part of the Boards Report. However, in terms of provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to all the members of the Company and others entitled thereto, excluding the said statement. Any member interested in obtaining such particulars may write at investorscommunication@deepiping.com. The said information is also available for inspection at the Registered Office of the Company during working hours till the date of Annual General Meeting.

RISK MANAGEMENT

A robust and integrated enterprise risk management framework is in existence under which the common prevailing risks in the Company are identified, the risks so identified are reviewed on periodic basis by the Audit Committee and the managements actions to mitigate the risk exposure in a timely manner are assessed.

A risk management policy under the above said enterprise risk management framework as approved by the Board has been adopted by the Company.

INSURANCE

Our business operations are exposed to various operational risks including workplace accidents, fire, earthquakes, floods, and other force majeure events, as well as explosions. Given the nature of our business as a piping company, we also face risks such as loss or damage to property and inventory, transit-related defects or damages, equipment breakdown, acts of terrorism, and environmental liabilities. Additionally, there is a risk of customer claims arising from non-compliance of our products with applicable regulatory requirements or contractual terms.

To mitigate these risks, we have in place insurance coverage that is consistent with industry standards and commensurate with the scale of our operations. Our key insurance policies, inter alia, include Contractors Plant & Machinery Insurance, Public Liability Insurance, Burglary Insurance, Standard Fire & Special Perils Policy, General Liability Insurance, and Fire Loss of Profit Policy etc.,

For movement of goods, we maintain Marine Single Transit Inland Policy as well as a Marine Export-Import Open Policy. For our employees, we have secured Group Mediclaim, Group Personal Accident, Group Term Life, Workmens Compensation, and Directors & Officers Liability Insurance.

We also procure any additional project-specific insurance as may be stipulated by customers under the scope of work.

All our insurance policies are generally taken for a period of one year and are renewed on an annual basis. While we believe that the insurance coverage maintained by us is adequate for the risks associated with our business, there can be no assurance that all risks and losses will be fully covered under these policies in the future. Further, in the event of a claim, we may be liable to bear substantial deductibles, and the actual loss incurred may exceed the limits of coverage available under our policies.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Companies Act, 2013, the Corporate Social Responsibility Committee (CSR Committee) is in existence to monitor the Corporate Social Responsibility Policy of the Company as approved by the Board and the said policy is available on the official website of the Company i.e. https://www.deepiping.com/document/sustainability/CSR-Policy-DEE-Piping.pdf

Annual Report on CSR activities for the Financial year 2025-26 enclosed as Annexure- G

The CSR Committee comprises of Mr. Krishan Lalit Bansal, Ms. Shikha Bansal & Mrs. Shruti Aggarwal and Shilpi Brar.

The role of the Corporate Social Responsibility Committee includes:

a) Formulation and recommendation to the Board, Corporate Social Responsibility Policy (CSR Policy) and Annual Action Plan in pursuance of CSR Policy consisting of list of approved projects or programs to be undertaken within the purview of Schedule VII of the Companies Act, 2013, manner of execution of such projects, modalities of fund utilization and implementation schedules, monitoring and reporting mechanism for the projects, and details of need and impact assessment, if any, for the projects to be undertaken. b) Monitoring the Corporate Social Responsibility Policy and Annual Action Plan of the Company from time to time. c) Recommendation of the amount of expenditure to be incurred on the activities referred to in clause (a) above. d) Instituting a transparent monitoring mechanism for implementation of the CSR projects, programs or activities undertaken by the Company.

Mr. Krishan Lalit Bansal (Chairman, Executive Director),

Mrs. Shikha Bansal (Member, Executive Director) and

Mrs. Shruti Aggarwal (Member, Executive Director).

Mrs. Shilpi Brar (Member, Independent Director)

Board Committees

The Company has constituted the following Committees pursuant to the Companies Act, 2013 and SEBI LODR Regulations, 2015. Details of committee compositions, terms of reference, meetings held and attendance are given in the Corporate Governance Report forming part of this Annual Report.

a. Audit Committee

Composition:

Mr. Ashwani Kumar Prabhakar (Chairman, Independent Director),

Mr. Krishan Lalit Bansal (Member, Executive Director),

Mr. Bhisham Kumar Gupta (Member, Independent Director) and

Mrs. Shilpi Barar (Member, Independent Director).

The Committee is constituted in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI LODR Regulations. The Audit Committees recommendations were accepted by the Board in all cases.

b. Nomination and Remuneration Committee (NRC)

Composition:

Mrs. Shilpi Barar (Chairperson),

Mr. Ashwani Kumar Prabhakar (Member) and

Mr. Bhisham Kumar Gupta (Member).

All three members are Non-Executive Independent Directors.

c. Stakeholders Relationship Committee (SRC)

Composition:

Mrs. Shilpi Barar (Chairperson, Independent Director),

Mr. Krishan Lalit Bansal (Member, Executive Director) and

Mrs. Shruti Aggarwal (Member, Executive Director).

Mr. Ranjan Kumar Sarangi, Company Secretary & Compliance Officer, is the Nodal Officer for investor grievances. Investor complaints during FY 2025-26: Pending at start of year: Nil; Received during the year: Nil; Disposed during the year: Nil; Pending at end of year: Nil.

d. CSR Committee

Composition:

Mr. Krishan Lalit Bansal (Chairman, Executive Director),

Mrs. Shikha Bansal (Member, Executive Director) and

Mrs. Shruti Aggarwal (Member, Executive Director).

Mrs. Shilpi Brar (Member, Independent Director)

INTERNAL COMPLAINTS COMMITTEE FOR PREVENTION OF SEXUAL HARASSMENT

Your Board strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

Pursuant to Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, the Company has constituted Internal Complaints Committee (ICC) at all its Units (i.e. Palwal, Anjar, Numaligarh and Muktsar) where any grievance of sexual harassment at workplace can be reported.

The Company has also adopted a policy on Prevention of Sexual Harassment at workplace. The objective of the policy is to provide its women employees, a workplace free from harassment/discrimination and every employee is treated with dignity and respect. The said policy is available on the official website of the Company i.e. https://www.deepiping.com/document/sustainability/POSH-Policy.pdf

During the year under review, ICC of all units of the Company has not received any complaint pertaining to sexual harassment of women at workplace.

STATUS OF COMPLAINTS FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2026

Number of Complaints of sexual harassment received during the Financial Year 2025-26	NIL
Number of Complaints disposed of during the Financial Year 2025-26	NOT APPLICABLE
Number of Complaints pending for more than Ninety Days	NOT APPLICABLE

COMPLIANCE OF PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Company is in compliance with the Maternity Benefits Act, 1961 wherein all eligible women employees are entitled to avail the benefits as prescribed. The Company remains committed to providing the environment that upholds the rights and welfare of its women employees in accordance with applicable laws for the time being in force.

During the Financial Year 2025-26 and upto the date of this report, no female employee of the Company has availed or applied to avail benefits under the Maternity Benefits Act, 1961.

The Company has established a Code of Conduct for Prohibition of Insider Trading (Code) to govern, monitor, and report trading in the Companys shares by designated persons and their immediate relatives, in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Code outlines the procedures that designated persons must follow when trading or dealing in the Companys shares and sharing Unpublished Price Sensitive Information (UPSI).

The Compliance Team of the Company circulates fortnightly communications to employees to apprise them of the governance dos and donts under the Insider Trading Regulations, thereby reinforcing awareness and adherence to the Code. The Code under the Insider Trading Regulations is available on the Companys website.

Employee Stock Option Scheme (ESOP)

The Company has implemented an Employee Stock Option Plan (ESOP). During the year, the following allotments were made:

Sr.	NRC Approval Date	Shares Allotted	Allotment Month
1.	12th June, 2025	74,296	June 2025
2.	29th October, 2025	1,34,968	October 2025
	Total	2,09,264

The Company has complied with applicable SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. A certificate from the Auditor confirming compliance with the ESOP scheme will be placed before shareholders at the Annual General Meeting. Disclosures required under the said regulations are available on the Companys website.

CYBER SECURITY

In response to increasing cyber threats, we continuously review and strengthen our cybersecurity framework. The Company has real-time security monitoring and layered controls across user devices, networks, servers, applications, and data to safeguard systems and information.

The company has a written down, defined Information Security Management System.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, M/s Molsieve Designs Limited, company incorporated under Companies Act, 1956 having Corporate Identification No. U74999DL2002PLC114108 has become subsidiary company and no existing company ceased to be subsidiary, joint venture or associate of the Company.

DEPOSITS

During the year under review, the Company did not accept any deposits.

Credit Rating

There was a change in the credit rating during the year, as disclosed in the Corporate Governance Report, which forms part of this Annual Report:

Facilities/Instruments	Amount (\u20b9 crore)	Rating	Rating Action
Long-term bank facilities	205.08 (Enhanced from 75.05)	CARE A-; Stable	Reaffirmed
Long-term / Short-term bank facilities	673.00 (Enhanced from 452.00)	CARE A-; Stable / CARE A2+	Reaffirmed
Short-term bank facilities	437.00 (Enhanced from 214.00)	CARE A2+	Reaffirmed

Board Policies

The various policies that the Board has approved and adopted in accordance with the requirements set forth by the Act and the Listing Regulations can be accessed at our website at https://www.deepiping.com/disclosures-underregulation-46-lodr.php

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the financial year 2025-26, the Company did not declare any dividend. Accordingly, there was no amount of unpaid or unclaimed dividend required to be transferred to the Investor Education and Protection Fund (IEPF) during the year under review, in terms of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time.

AUDITORS

STATUTORY AUDITORS

The Statutory Auditors, M/s S.R. Batliboi & Co LLP, Chartered Accountants (ICAI Registration No. 301003E/E300005) had been appointed as Statutory Auditors of the Company in the 34th Annual General Meeting (AGM) for a period of 4 (Four) years in terms of the provisions of Section 139 of the Companies Act, 2013 to hold office from the 34th AGM to 38th Annual General Meeting of the Company.

REPORT ON FINANCIAL STATEMENTS

The report of M/s S.R. Batliboi & Co LLP, Chartered Accountants (ICAI Registration No. 301003E/E300005), and the Statutory Auditors of the Company on the financial statements of the Company for the year ended 31 March, 2026 is annexed to the financial statements in terms of the provisions of Section 134(2) of the Companies Act, 2013. The observations of the Auditors in their report are self-explanatory and/or explained suitably in the Notes forming part of the Financial Statements. The Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

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 31st March, 2026.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, a separate meeting of Independent Directors of the Company was held on 3rd February 2026 to consider the Performance of Non-Independent Directors and the Board as a whole, the Performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and assess the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

SECRETARIAL AUDITORS

The Secretarial Auditors, M/s Kapil Kumar & Co., Company Secretaries, Ballabgarh had been appointed as Secretarial Auditors of the Company in the 36th Annual General Meeting held on 26 September, 2025 for a period of consecutive 5 (Five) years with effect from Financial Year 2025-26 upto the Financial Year 2029-30 in terms of the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL AUDIT

The Members of the Company had appointed M/s Kapil Kumar & Co., Practicing Company Secretaries as Secretarial Auditor for the Financial Year 2025-26 in terms of the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report of the Company for the Financial Year ended 31 March, 2026 in the prescribed Form MR-3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - D to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark which needs any explanation or comment of the Board.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has a proper and adequate system of internal financial controls which includes the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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. During the year, such controls were tested and no material weakness in the design or operations were observed.

COST AUDITOR

During the year under review, the Company had been mandatorily required to maintain the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and accordingly such accounts and records have been made and maintained.

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, 2026.

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, 2027 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 Members ratification for the remuneration payable to M/s. JSN & Co., Cost Accountants for the Financial Year ending March 31, 2027, 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 2025-26, issued by M/s JSN & Co., Cost Auditors.

CODE FOR PREVENTION OF INSIDER TRADING

DDEL has adopted a Code of Conduct (Code) to regulate, monitor and report trading in Companys shares by Companys 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 Companys shares and sharing Unpublished Price Sensitive Information (UPSI). The Code covers the Companys 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 Companys website www.deepiping.com .

CORPORATE GOVERNANCE

The Company is committed to maintain the quality standards of Corporate Governance. The Report on Corporate Governance as stipulated under Schedule V(C) of the Regulations forms part of this Report.

The requisite Certificate of Compliance from Secretarial Auditors, M/s Kapil Kumar & Co., Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance is attached to this Report.

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 - E.

VIGIL MECHANISM/WHISTLE BLOWER MECHANISM

In terms of the provisions of Section 177 of the Companies Act, 2013 and the Regulations, the Company has established an effective mechanism called Vigil Mechanism (Whistle Blower Mechanism). The mechanism under the Policy has been appropriately communicated within the organisation. The purpose of this policy is to provide a framework to promote responsible whistle blowing by employees or by any other person who avails such mechanism. It protects employees or any other person who avails such mechanism wishing to raise a concern about serious irregularities, unethical behavior, actual or suspected fraud within the Company by reporting the same to the Audit Committee.

Protected disclosure can be made by the whistle blower in a closed and secured envelope or sent through e-mail to the Compliance Officer.

During the year under review, no complaint has been received and no employee was denied access to the Audit Committee.

The functioning of the Whistle Blower Mechanism/Vigil Mechanism existing in the Company is reviewed by the Audit Committee on Annual basis.

The policy on vigil mechanism is available on the official website of the Company i.e. www.deepiping.com under the link:

https://www.deepiping.com/document/investor/Disclosures_under_Reg_46/7_Details_of_establishment_of_vigil/Whistle Blower Policy DEE Development Engineers Limited.pdf

RECONCILIATION OF SHARE CAPITAL AUDIT

In terms of Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, the Reconciliation of Share Capital Audit is undertaken by a firm of Practicing Company Secretaries on quarterly basis. The audit is aimed at reconciliation of total shares held in CDSL, NSDL and in physical form with the admitted, issued and listed capital of the Company.

The Reconciliation of Share Capital Audit Report(s) as submitted by the Auditor on quarterly basis were filed with the National Stock Exchange of India Limited (NSE) through NSE Electronic Application Processing System (NEAPS) and with BSE Limited (BSE) through BSE Listing Centre, where the original shares of the Company are listed.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited, Mumbai and the National Stock Exchange of India Limited, Mumbai.

Installed 20 HP VFD:- a) Installed in 24 Bevelling m/c & reduced the jerk load & energy Consumption. b) Gear box life enhancement through VFD acceleration & deacceleration time & wheel speed gradually ramp up.

DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT,2013

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of financial year and the date of this report.

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

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014. The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as follows:

Innovation & Technology Upgradation FY- (2025-26)

Conservation of Energy at Palwal Unit:

Installed Solar power system 1000 KW - a) Energy generation & reuse up to 1000 KW (500 KW zero export & 500 W net metering) b) Energy cost saving & reduced the grid power

UPS (uninterrupted power supply) a) Capacity enhancement from backup 15 min. to 2 Hrs.- Use of fuel will drastic reduce. b) Productivity & quality enhancement c) Zero rejection during power failure

Installed 20 HP VFD:- a) Installed in 40 Bevelling m/c & reduced the jerk load & energy Consumption b) Gear box life enhancement through VFD acceleration & deacceleration time & wheel speed gradually ramp up.

Automatic day light system with timer :- a) Energy saving b) Enhancement LED life c) 400 LED light installed

Technology absorption at Palwal Unit:-

Installed 20 HP VFD:- a) Installed in 32 Bevelling m/c & reduced the jerk load & energy consumption. b) Gear box life enhancement through VFD acceleration & deacceleration time & wheel speed gradually ramp up.

Upgradation of OKK HMC Machine - a) Upgraded of new DELTA make controller with updated version against old 25 years old FANUC CONTROLLER 18 M series for tool magazine b) Cost saving up to 25 lakh against new purchasing FANUC Controller Oi -MF plus c) Fast response in data transmission d) Reduced the cycle time e) Enhancement productivity

Software development for CNC PLASMA M/c a) Software (ROTORY TUBE PRO ) developed for circle cutting instead of oval cutting from pipe b) In-house programming developed for plasma machine c) Cost saving 3 lakh on 100-ton circle cutting d) Reduced the cutting time & manpower e) Enhancement productivity

Software development & upgradation:- a) Developed software for punching process on small coupling b) All punching codes developed as per radius & degree up to 1 c) Enhancement productivity d) Manpower reduced

Upgradation / Development :- a) Convert PNG to Bio mass to utilize in furnace for heat treatment b) Utilization in canteen for food making

New development & Cost reduction at 9k instead of 25k - a) Bearing housing assembly kit for paint machine developed by 3 D software b) Cost saving 16k @ pcs

Development of welding school:- a) Welding school developed inhouse to provide the welding training & skills enhancement & development b) Manpower utilization

New development of clamping vice :- a) Vice clamping - Hatching strip developed to clamp the pipe for all beveling m/c b) Reduced the m/c break down time c) Reduced repairing cost.

Implemented of Vison Camera for COBOT:- a) Productivity enhancement b) Minimised the welding program c) Cycle time reduced

Implementation of Vision camera for ROBOT:- a) Productivity enhancement b) Minimised the welding program c) Cycle time reduced

Installation of High-Capacity Beveiling Machine (105) enhanced beveiling capability up to 105 enabling efficient processing of larger components.

CNC Pipe and Plate Cutting System Implementation, integrated system to significantly improve cutting speed and productivity for both pipes and plates.

Pipe cutting by CNC Plasma machine Installation, dedicated setup to further enhance pipe cutting efficiency and throughput instead of conventional Bandswap machine.

Adoption of HMC (Horizontal Machining Center) in place of conventional beveiling machines, along with the implementation of zero-gap welding technology, to enhance precision, reduce joint preparation time, and improve overall weld integrity.

FTM implementing:- a) Reduced MTTR & increased MTBF b) Beneficiary for data collection & monitoring c) Beneficiary for machine PM & why - analysis (root cause analysis)

A specially designed Fit-up Table is used to achieve zero root gap during the fit-up process, significantly enhancing joint precision, weld quality, and overall productivity.

Conservation of Energy at Gujarat Unit:

Green Energy & Power Management

Installed Solar Power System - 2MW (1 MW + 1 MW) capacity, significantly reducing grid power consumption.

Installed UPS System - 1000KVA (500 KVA + 500 KVA) for uninterrupted power supply for plant (Robotics, deep drilling & other critical machines run on UPS to improve productivity) and energy conservation.

Using VFDs in all the EOT cranes, Semi Goliath cranes are running for power saving instead of conventional resistor box.

Installation of LED Doom Lights Qty. 550 Nos for energy savings.

Using Day lights for energy saving & Using timers for unnecessary lighting and power saving.

Technology absorption at Gujarat Unit:

Advanced Manufacturing Facility-Seamless Pipe Shop Complete setup for seamless pipe manufacturing with advanced machining and testing facilities.

A) Installed Deep Drilling Machines - Up to 40 Size (Qty. 02) Specialized machining process used for creating long, straight, and high-precision holes with high depth-to-diameter ratio. Widely utilized in Aerospace, Thermal Power, Automotive, Oil & Gas, and Defense industries Processes Performed: #Push Boring - Enlarging and finishing pre-drilled deep holes by pushing the boring tool into the workpiece. #Trepanning - Ring-type cutting process that leaves a solid core instead of removing the complete material. #Pull Boring - Boring operation performed by pulling the tool through the hole for improved precision. #Solid Drilling - Drilling operation performed on solid material sections.

B) Installed Hobbing & Lapping Machines for precision grinding applications.

C) Installed Hot Expansion Machine up to 20 Size, THK - 30 mm

D) Installed Heat treatment Furnace 40 Ton capacity

E) Installed Straightening Hydraulic Power Press 2000 Ton Capacity

F) Installed Hydro Testing Machine 45 MPa pressure

G) Installed Automatic Ultrasonic Testing (UT) Machine up to 40 Size.

Installed AUTOMATIC Fabrication line (KRANENDONK / JGC) - Up to 12 Size Integrated fabrication facility including: *Cutting *Beveling/Milling/M/C *Fit-Up *Robotic Welding setup- 2 Nos. *Complete Pipe Fabrication Operations

Adding/Installed CNC operating HMC Machine instead of Conventional Beveling Machine & zero gap welding implementation

Adding/Installed CNC Plasma Cutting machine instead of conventional Bandswam machine to improve production & profile cutting.

Installed ROBOTIC Welding (KUKA + FRONIUS) enhance the welding quality & productivity.

Installed AUTO Painting Machine for enhancement the quality & standardization in painting with Automated Loading/Unloading system for saving the manpower energy.

Implementing 3R AUTOMATION Software Provides a comprehensive One-Step software solution for the Shop fabrication, integrating multiple modules such as Engineering & design, shop planning based on available resources for optimum utilization, Pipe cutting & Nesting, Beveling, Fit-up, Welding, QC, NDT and live production tracking for each operation. The system also includes robust reporting modules to ensure effective monitoring, Control & productivity analysis across the entire fabrication process.

Implementing FTM Software (OPSCALE) for increasing the Machine UP TIME & online monitoring the status of machine & its utilization even supportive to analyzing the actual root cause of Machine DOWN TIME.

Installed CNC operating HBM Machine for their place of conventional bevelling machines, along with the implementation of zero-gap welding technology, to enhance precision, reduce joint preparation time, and improve overall weld integrity.

Installed Motorized Roller conveyor Belt for Material feeding & smoothening the process.

Installation of New EOT Cranes (20T-1Nos, Semi Goliath Crane-3/5T-4 Nos, Goliath crane 15T 02nos, Goliath 1Ton-01 No.) with VFD for smooth operation & energy savings.

Under Installation and commissioning of Weighing Bridge 100T to enhance/improve weighing technology.

Installation of AWL (AUTOMATIC Welding line) to increase welding technology and zero gap welding enhancement

Installation of Latest technology welding machines which offer significant advantages including increase productivity, improved weld quality as well cost effectiveness

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

Using Orbital welding machine (FRONIUS) for big bore welding diameter welding process.

Installed AUTOMATED Material Handling System on Airless blasting machine for saving the manpower energy.

Foreign Exchange Earnings and Outgo

As on March 31,2026 Amount in INR Lacs

Foreign Exchange Earned			Foreign Exchange Used
Foreign Currency	Amount	Amount in INR	Foreign Currency	Amount	Amount in INR
Euro	1,608.27	1.73	Euro	2,139.34	2.31
USD	43,747.79	40.88	USD	14,685.39	13.72
AED	31.57	0.01	CAD	6.23	0

MAJOR EVENTS AND MILESTONES OF OUR COMPANY DEE Piping Systems

Award for Export Excellence 2025- DEE is recognised as the Star Performer In Industrial Equipments and Accessories at 54th & 55th Export Excellence Regional Award held in Jaipur in December 2025.

Company of the Year 2025- Mr.K.L Bansal received the Company of the Year Award in 2025 at the Nation Builders Excellence Award in Mumbai. Award was received by Ms.Shikha Bansal on his behalf.

Entrepreneur of the Year 2025- Mr.K.L Bansal has been honored with the prestigious Entrepreneur of the Year award at the D&B Business Excellence Awards in New Delhi in 2025.

Women Changemaker of the Year 2025- Ms.Shikha Bansal, Whole Time Director at DEE, has been awarded the Editorial Choice - Women Changemaker of the Year 2025 at ET Mechanist Super Shop Floor Awards 2025.

AKB Foundation

Best NGO of the Year 2025- AKB Foundation won award for Best NGO of the Year 2025 for its initiative towards Women Empowerment & Social Welfare at Indian Social Impact Awards 2025 in New Delhi.

Best 3 Women Empowerment Initiative of the Year- AKB Foundation won award for Best 3 Women Empowerment Initiative of the Year 2025 for its initiative and efforts towards Women Empowerment at Indian Social Impact Awards 2025 in New Delhi.

Top Most Social Innovators Leader 2026- Founder & CEO of AKB Foundation, Ashvika Bansal was recognised as the Top Most Social Innovators Leader of 2026, for her dedication and hard work towards initiative of Women Empowerment and Social Welfare at World CSR Awards held in Mumbai.

ANNUAL RETURN

In terms of the provisions of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 and the relevant rules made thereunder, a copy of the Annual return as prescribed under Section 92 of the Companies Act, 2013, as amended shall be made available on the official website of the Company https://www.deepiping.com/document/investor/MGT_7_2025-26.pdf

COMPLIANCE WITH SECRETARIAL STANDARDS

During the period under review, the Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

During the year under review, there was 1 instance of significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future, the details of which are as under:

20th August, 2025 passed by the Punjab State Electricity Regulatory Commission (PSERC) in a review petition concerning tariff revision, filed a petition before the Honble Punjab & Haryana High Court.

The Honble High Court, vide its order dated 23rd September, 2025, has been pleased to stay the operation of the PSERC Order.

Consequently:

The Company shall continue to supply electricity to Punjab State Power Corporation Limited (PSPCL) at the prevailing tariff of ?7.47 per unit; and

Any recovery claimed by PSPCL on account of tariff differential shall remain withheld until the final disposal of the matter by the Honble High Court.

Subsequent to the above, PSPCL has filed an appeal before the Honble Appellate Tribunal for Electricity (APTEL) vide DFR No. 286 of 2025 along with IA No. 1194 of 2025 challenging the PSERC Order.

The matter was initially adjourned by the Honble APTEL on 27th October, 2025 and was thereafter taken up on 30th October, 2025. Upon hearing the parties, the Honble Tribunal directed that upon completion of pleadings and verification by the Registry, the matter shall be listed for final hearing in due course.

The Management is closely monitoring the developments and based on legal advice is confident of a favorable outcome. The impact, if any, will be accounted for upon final disposal of the matter.

Agreements under Clause 5A of Schedule III of SEBI LODR

During FY 2025-26, no such agreements as specified under Clause 5A of Para A of Part A of Schedule III were entered.

Extra-ordinary General Meeting

An Extra-ordinary General Meeting (EGM) was held on 20th May, 2025, where shareholders approved the appointment of Mrs. Shruti Aggarwal as Whole-time Director by way of special resolution.

DETAILS OF APPLICATION/PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application has been made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

INSTANCES OF DIFFERENCE IN VALUATION

There is no such instance where there is difference between amount of the valuation due at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

INDUSTRIAL RELATIONS

During the year under review, industrial relations in the Company continued to be cordial and peaceful.

ACKNOWLEDGEMENTS

Your Board wishes to thank all stakeholders, employees, business partners, the Companys bankers and business associates for their continued support and valuable cooperation.

Your Board also wishes to express its gratitude to investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors DEE Development Engineers Limited

Sd/- Krishan Lalit Bansal Chairman & Managing Director DIN:01125121

Sd/- Shruti Aggarwal Whole-time Director DIN:08598962

Place: Palwal, Haryana Date:21.08.2026