Deep Industries Ltd

Meeting Details

• Date: Wednesday, August 26, 2026.
• Type and mode: One-on-One/Group, physical in Ahmedabad.
• Event/Organizer: Market Marvel investor conference by Phillip Capital India Private Limited.
• Company participants: Whole-time Director & CFO.
• Purpose: Investor conference participation.

Meeting Details

• Date: August 26, 2026; Time: not disclosed.
• Type: One-on-One/Group; Mode: Physical in Ahmedabad.
• Event: Market Marvel conference organized by Phillip Capital India Private Limited – Private Client Group.
• Company participants: Whole-time Director & Chief Financial Officer.
• Purpose: Investor conference participation.

Meeting Details

• EMKAY Confluence 2026 on Aug 13, 2026; One-on-One/Group; Physical in Mumbai.
• Equirus Annual India Conference on Aug 14, 2026; One-on-One/Group; Physical in Mumbai.
• Times not disclosed.

Participants

• Company management participation not detailed in the filing.

Purpose

• Purpose: investor conference interactions and updates.

Additional Notes

• Intimation will be uploaded on the company website.

AGM details

• Date/time: 1 Sep 2026 at 11:00 AM IST via VC/OAVM.
• Record date closure: Aug 26–Sep 1, 2026.
• E-voting cut-off: Aug 25, 2026.
• Remote e-voting window: Aug 28–31, 2026; results within two working days.

Key resolutions

• Adopt standalone and consolidated financial statements for year ended 31 March 2026.
• Declare final dividend of ₹2.50 per equity share for FY2025-26.
• Re-appoint Mr. Rohan Vasantkumar Shah as Director, retiring by rotation.
• Approve material related party transactions with related parties (Ordinary Resolution).
• Approve material related party transactions among subsidiaries and related parties (Ordinary Resolution).
• Approve remuneration for Mr. Shail Manoj Savla as President from Oct 2026; salary up to ₹6 lakh/month.
• Alter Articles of Association to enable issue of employee stock options (Special Resolution).
• Approve DIL ESOP Scheme 2026 for up to 1.5 million options; vesting over four years (Special Resolution).

Overview

• Standalone BRSR FY2025-26; Deep Industries operates oil and gas field services.
• Main activities: natural gas compression/processing and workover/drilling rig services; turnover shares 58% and 42%.

Key ESG Risks & Opportunities

• Opportunity: clean energy from gas-based operations and gas processing.
• Opportunity: human capital management supporting growth.
• Risk: procurement challenges and client concentration; mitigations include supplier processes and broader client base.

Governance & Policy Highlights

• No dedicated board sustainability committee; ESG overseen by CSR, Risk, and Stakeholder committees.
• Anti-bribery policy, Code of Conduct, and Vigil Mechanism approved by the Board; policy available online.
• CSR applies; focus on education; no penalties reported; policy page accessible.

Social Responsibility & Workforce

• Employees: 227 total (178 male, 49 female); workers: 1,633 (primarily male).
• Well-being spend: 0.38% of revenue.
• HSE system with job safety analysis, SOPs, and near-miss reporting.
• POSH training and internal complaints committee for harassment redressal.

Environmental Performance

• Total energy: 165,059 GJ; electricity 876 GJ; fuel 164,183 GJ; intensity 0.0000235 GJ per turnover.
• Water withdrawal: 243,157 kilolitres; groundwater 220,443; third-party water 22,714.
• Scope 1 emissions: 11,579 tCO2; no Scope 2 data; intensity 1.65e-6 tCO2 per turnover.
• Waste largely not applicable for a service company; no EPR, DCs, or certifications noted.

Stakeholder Engagement & Complaints

• Stakeholders: investors/lenders/shareholders; engagement annually/quarterly.
• Grievance mechanism exists with policy links; no material unresolved complaints reported.
• Community engagement mechanisms referenced; ongoing dialogues anticipated.

Other Notable Metrics

• Related-party transactions: purchases 11.60%, sales 6.45%, loans 77.19%, investments 9.18%.
• No external policy assurance; board-approved anti-bribery policy and policy link.
• Labour compliance: 100% on child labour, forced labour, sexual harassment, and wages.
• No data privacy incidents or product recalls; cybersecurity framework exists but no standalone policy.

AGM notice and voting details

• The 20th AGM is scheduled for Sep 1, 2026 at 11:00 IST via VC/OAVM.
• The AGM notice includes the FY2025-26 Annual Report; accessible on the company website.
• Register of Members and Share Transfer Books will close Aug 26, 2026 to Sep 1, 2026.
• Cut-off date for voting entitlement is Aug 25, 2026.
• Remote e-voting opens Aug 28, 2026 at 09:00 IST and closes Aug 31, 2026 at 17:00 IST.
• Remote e-voting is provided by MUFG Intime India Private Limited.

Financial performance

• Standalone revenue from operations ₹70,296.17 L; YoY growth about 47.22%.
• Consolidated revenue from operations ₹89,071.39 L; prior year ₹57,613.01 L.
• Standalone PAT ₹9,748.19 L; Consolidated PAT ₹19,705.99 L.
• Standalone EBITDA ₹31,650.90 L; EBTDA ₹29,942.60 L.
• EPS: Standalone ₹15.23; Consolidated ₹28.12.
• Final dividend proposed: ₹2.50 per share; cash outflow ₹1,600 L.
• Record date for entitlement: 21 Aug 2026.
• AGM scheduled for 1 Sept 2026; VC/OAVM venue at registered office.

Dividend & capital allocation

• Final dividend ₹2.50 per equity share; subject to AGM approval.
• Dividend payout ₹1,600 Lakhs; 50% of paid-up value.
• Record date for entitlement: 21 Aug 2026.

Debt & liquidity

• Consolidated total debt ₹20,298.15 Lakhs; net debt ₹18,759.33 Lakhs.
• Net debt/Equity ratio: 8.10%.
• Cash and cash equivalents ₹1,538.82 Lakhs.
• Gearing improved to 8.10% versus prior year.
• Banks provide working capital facilities; liquidity deemed adequate.

Key business developments & strategy

• ONGC Production Enhancement Contract, 15-year; field development underway.
• Strategy to enter high-capacity drilling rigs; expanding E&P capabilities.
• MOU signed for Green Hydrogen; entry into green energy ecosystem.
• 70% stake acquired in Deep Natural Resources Limited; becomes subsidiary.
• Acquisitions/expansions enhance onshore/offshore service mix.

Governance & leadership

• Independent Director Ashok Ratilal Patel passed away on 13 Dec 2025.
• Shalin Harshadbhai Patel appointed Independent Director on 12 Mar 2026; regularised 27 Apr 2026.
• Audit Committee chaired by Shalin since 12 Mar 2026; six Board meetings in FY25-26.
• Board committees include AC, NRC, CSR, RMC, SRC.

Related party disclosures

• FY26 related party transactions not material per SEBI LODR; no material RPTs.
• RPT policy approved; omnibus approvals for repetitive, arm's length transactions.
• Subsidiaries loans/advances totaled ₹37,237.06 L; other related balances disclosed.
• No material related party transactions in FY26 under Section 188 of the Companies Act.

Audit, risk and internal controls

• Emphasis of matter: amalgamation of KECL with Deep Industries; KECL restated.
• Write-off of legacy trade receivables ₹20,828.49 L; no recoverability.
• Internal controls considered adequate; no fraud reported.
• Two foreign subsidiaries not audited by the Company; consolidation uses management adjustments.
• Secretarial audit reports; no material qualifications.

ESG, CSR and sustainability

• CSR spend ₹2.77 Cr; 2% of average net profit ₹2.73 Cr; excess ₹0.04 Cr carried forward.
• CSR committee met twice; CSR policy on company site.
• CO2 emissions (Scope 1) 11,579 tonnes; total energy use 165,059 GJ.
• Energy intensity: 0.00000165 tonnes CO2 per turnover unit.
• Risks include skilled personnel scarcity and procurement risk; ESG governance in place.

AGM Details

• AGM date/time/mode: 1 Sep 2026 at 11:00 am, via VC/OAVM.
• Venue deemed at registered office; meeting conducted through VC/OAVM.
• Book closure: Aug 26, 2026 to Sep 1, 2026 (inclusive).
• E-voting cut-off date: Aug 25, 2026.
• Remote e-voting period: Aug 28–31, 2026; results within two working days post-AGM.

Key resolutions

• Ordinary: Adopt standalone and consolidated financial statements for FY2025-26.
• Ordinary: Declare final dividend of ₹2.50 per equity share for FY2025-26.
• Ordinary: Re-appoint Mr. Rohan Vasantkumar Shah by rotation.
• Ordinary: Approve material related party transactions by the company.
• Ordinary: Approve material related party transactions by the subsidiaries.
• Ordinary: Approve remuneration of Mr. Shail Manoj Savla as President from 1 Oct 2026.
• Special: Alter Articles to insert Article 8A enabling ESOP issues.
• Special: Approve Deep Industries ESOP Scheme 2026 up to 15,00,000 options.
• Note: Related parties shall not vote on Resolutions 4 & 5.

Related party transactions

• RPT framework covers company- and subsidiary-level transactions with identified related parties; arm's-length and ordinary-course basis.
• Shareholders’ approval sought for transactions exceeding the lower of ₹1,000 crore or 10% of annual turnover.
• Tables A1/A2 and B1/B2 detail counterparty names, terms, tenure, and value bands (company and subsidiaries).

ESOP and governance changes

• ESOP Scheme 2026: grant not exceeding 15,00,000 options; vesting up to 4 years by performance criteria.
• Options convert to equity shares of ₹5 each; adjustments allowed for corporate actions.
• Scheme enables listing of issued shares; administered by the Nomination & Remuneration Committee.

Directors and remuneration

• Rohan Vasantkumar Shah to be re-appointed as director (retiring by rotation).
• Remuneration for President proposed from Oct 1, 2026; salary up to ₹6,00,000 per month; specified perquisites.