Deep Health AI India Ltd Directors Report

To The Members, Deep Health AI India Limited
Address: 506-509 fifth floor, Apeksha, plot no. 256, Main Road, Hiran Magri, Sector 11, Udaipur, Rajasthan (313001)
Tel: 0294-3569097

Your directors have the pleasure of presenting the 32nd Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31, 2026.

1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS:

a) Financial Results

The Companys standalone performance during the year ended March 31, 2026, as compared to the previous financial year, is summarized below:

(Amount in Rupees)

Particulars	2025-2026	2024-2025
Total Income	8,49,02,285	2,00,53,900
Less: Expenses	94,93,636	90,67,800
Profit & (Loss) before extraordinary items & Tax	7,54,08,649	1,09,86,100
Exception and Extraordinary items	(5,77,84,425)	-
Profit & (Loss) before Tax	1,76,24,224	1,09,86,100
Less: Tax expense	(46,33,100)	(23,78,600)
Profit/Loss after tax	1,29,91,124	86,07,323
Other Comprehensive Income	(10,24,07,628)	1,06,20,967
Total Income	(8,94,16,504)	1,92,28,290

APPROPRIATION:

Particulars	Amount
Interim Dividend	1,35,26,210
Final Dividend	-
Tax on distribution of dividend	8,88,790
Transfer of General Reserve	-
Balance carried to Balance sheet	(10,38,31,500)

1) Companys performance review:

The Company continues to see marginal growth in its overall performance in the financial year 2025-2026. Driven by the performance of the segment in which the Company operates a quick summary of standalone results are given below:

During the Financial Year ended March 31, 2026, the Companys total Revenue from operations is INR 4,25,00,000/- as against INR 1,25,90,900/- in the corresponding previous Financial Year ended March 31, 2025.

The Profit after tax for the Financial Year ended March 31, 2026, is INR 1,29,91,124/-, as against Profit of INR 86,07,300/- in the corresponding previous Financial Year ended March 31, 2025.

c) Operations and Changes in nature of the business, if any:

The Company continues to be engaged in activities pertaining to sale of gold and diamond studded jewellery and marketing of pharmaceutical goods also expanding it to AI based healthcare products in India during the year under review.

Further, there was no change in the nature of the business operations of the Company, which impacted on the financial position of the Company during the financial year under review.

d) Transfer to Reserves

The Company has not transferred any amount into the general reserve during the financial year under review.

e) Dividend:

The Board of Directors of the Company at its meeting held Friday, October 31, 2025 had interalia considered and declared the Interim Dividend at the rate of Rs. 0.10/- (10%) per Equity Share bearing Face Value of Rs. 1/- each for the Quarter ended September 30, 2025.

Further, the Company has not declared any dividend for the Financial Year 2025-2026

f) Unpaid dividend & IEPF:

Neither has the Company transferred any amount or shares, nor has the Company transferred any amount or shares to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

g) Disclosure with respect to demat suspense account / unclaimed suspense account:

The Company maintains Demat Suspense Account in its name during the F.Y. 2025-2026 and hence the disclosure pertaining to the same in compliance with applicable provisions of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 by the Company for F.Y. 2025-2026.

h) Report on the performance of Subsidiaries, Associates, and Joint venture companies:

As on March 31, 2026, the Company has one Associate Company, namely Ferry Automotive Private Limited, in which the Company holds 33.33% of the equity share capital.

During the financial year 2025-26, Microcore Biotech Private Limited continued to be a subsidiary of the Company. However, during the said financial year, the Company initiated the process for striking off Microcore Biotech Private Limited in accordance with the applicable provisions of law. The process for striking off the said company was under process as at March 31, 2026.

Further, during the financial year 2025-26, the Company had a Joint Venture with Hemonc Pharma Private Limited. The Company disposed of its investment in the said Joint Venture on March 28, 2026, and consequently, Hemonc Pharma Private Limited ceased to be a Joint Venture of the Company with effect from March 28, 2026.

The details of the Associates Company is given below:

a) Ferry Automotive Private Limited:

M/s Ferry Automotive Private Limited CIN: U77100MH2023PTC401779 is a private company incorporated on April 27, 2023. The authorized Share Capital of the Company is INR 10,00,000/- divided into 1,00,000 equity shares of INR 10/- each and the Issued, Subscribed, and Paid-up Share Capital of the Company is INR 15000/- divided into 5,000 equity shares of INR 10/- each.

The Company has a 33.33% equity stake in M/s Ferry Automotive Private Limited and M/s Ferry Automotive Private Limited has thus become associate of the Company under Section 2(6) of the Companies Act, 2013.

Further, a statement containing salient features of the financial statements of the Companys subsidiaries as required in Form AOC-1 is appended as Annexure I to this Report.

i) Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

1) Loans From Directors:

During the financial year under review, the Company has not borrowed any amount from the Director or its relatives. However, the Company has an outstanding loan taken from Mr. Prakash Solanki, when he was a Director of the Company. Details of the same are as mentioned below:-

? Repayment of loan during the year: INR. 25,88,770/-

? Interest Paid on the loan during the year: INR. 2,58,099/-

? Loan outstanding as on March 31, 2026: INR. 37,53,913/-

k) Share Capital:

As of March 31, 2026, the Authorized Share Capital of the Company is INR 50,00,00,000/- divided into 50,00,00,000 Equity Shares of Rs. 1/- each.

During the year under review, company has passed Ordinary Resolution through Postal Ballot in FY 2025-26 to Increase the Authorized Share Capital of the Company from INR 15,00,00,000/- divided into 10,00,00,000 equity shares of INR 1/- each to 50,00,00,000/- divided into 50,00,00,000 Equity Shares of Rs. 1/- each which was approved by the members of the Company.

As on March 31, 2026, the Issued and Paid-up Capital of the Company is INR 14,41,50,000/- comprising 14,41,50,000 equity shares of INR 1/- each.

During the financial year 2025-26, the Company made a Rights Issue of 9,61,00,000 equity shares of face value of INR 1/- each at an issue price of INR 4.16/- per equity share (including a premium of INR 3.16/- per share), aggregating to INR 39,97,76,000/-, to the eligible equity shareholders of the Company on a rights basis in the ratio of 2 (Two) equity shares for every 1 (One) equity share held as on the Record Date, i.e. August 29, 2025. Pursuant to the allotment of the aforesaid equity shares on October 06, 2025, the Issued, Subscribed and Paid-up Share Capital of the Company increased to INR 14,41,50,000/-, comprising 14,41,50,000 equity shares of INR 1/- each.

1) Particular of contracts or arrangements with Related parties:

All the related party transactions/contracts/arrangements that were entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013 during the year under review were carried out in the Ordinary course of business of the Company and were on an arms length basis along with being in compliance with the applicable provisions of the Act and the Listing Regulations. Hence no disclosure is required to be given in this regard in Form AOC-2.

There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMPs, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large.

All related party transactions as required under AS-18 are reported in the notes to the financial statement of the Company.

m) Web address where annual return referred u/s 92(3) will be hosted.

Pursuant to the provisions of Section 92(3) read along with Section 134(3)(a) of Companies Act, 2013, the Annual Return as on March 31, 2026, will be available on Companys website on www.deephealthaiindia.com

n) Material changes and commitments affecting the financial position of the company and key developments:

Except as disclosed elsewhere in this report there are no material changes and commitments affecting the financial position of the Company, subsequent to the close of the Financial Year 2025-2026 till the date of this Report.

o) Particulars of loans, guarantees, securities or investments under section 186 of the Companies Act, 2013:

The particulars of Loans, Guarantees, and Investments covered under section 186 of the Companies have been disclosed in Notes to the Financial Statement.

p) Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

A) Conservation of energy:

Steps taken or impact on conservation of energy

The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures

(B) Technology absorption:

Steps taken by the company for utilizing alternate sources of energy

including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.

Though the activities undertaken by the Company are not energy-intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

Capital investment on energy conservation Equipments

Nil

(C) Foreign exchange earnings and Outgo:

Particulars	Details
Efforts made towards technology absorption	Nil
Benefits derived like product improvement, cost reduction, product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
• Details of technology imported	Nil
• Year of import	Not Applicable
• Whether the technology has been fully absorbed	Not Applicable
• If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

 

	April 01, 2025, to March 31, 2026 [2025-2026]	April 01, 2024, to March 31, 2025 [2024-2025]
Amount in Rs.

1) Internal financial control systems and their adequacy:

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Company.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Board of Directors & Key Managerial Personnel:

There was a change in the Directorship of the Company during the year under review and accordingly the Board of the Company was re-constituted on various occasions throughout the financial year under review.

Below are the details regarding all the appointments done and resignations received for the period commencing from April 01, 2025, till the date of this report.

i. Appointment:

Mrs. Laveena Pokharna was appointed as CFO of the Company w.e.f. April 16, 2025.

Mr. Rakesh Vishnoi was appointed as Company Secretary and Compliance Officer of the Company w.e.f. August 13, 2025.

Mrs. Shashi Kala Dhabriya (DIN: 11611776) was appointed as Additional Non-Executive Independent Director w.e.f. March 20, 2026, and further the appointment was approved by the members in Extra-ordinary General Meeting on July 30, 2026, as Non-Executive Independent Director in the Board of the Company.

1. Details of the Directors and KMPs resigned during the year:

Mr. Prashant Tali, resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. June 27, 2025.

Mr. Narendra Kumar Shrimali (DIN: 09034181) resigned from the position of Non-Executive Director of the Company w.e.f. November 24, 2025.

Mr. Kailash Chandra (DIN: 10985611) resigned from the position of Non-Executive Independent Director of the Company w.e.f. April 03, 2026.

The Directors and Key managerial personnel as on March 31, 2026, are as below:

Sr. No.	Name of Directors & KMPs	Designation	DIN/PAN
1.	Mr. Narayan Singh Rathore	Managing Director	10900646
2.	Mrs. Laveena Pokharna	Whole Time Director & Chief Financial Officer	10977709
3.	Mr. Kaushal Jain	Non-Executive Director	00848381
4.	Mr. Rajesh Nandkishore Pherwani	Independent Director	07576485
5.	Mr. Kailash Chandra	Independent Director	10985611
6.	Mrs. Shashi Kala Dhabriya	Independent Director	11611776
7.	Mr. Rakesh Vishnoi	Company Secretary & Compliance Officer	-

b) Retirement by Rotation

In accordance with the provisions of the Act, none of the Non-Executive Independent Directors are liable to retire by rotation.

As per the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Narayan Singh Rathore (DIN:10900646) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Your directors recommend this for approval.

c) Declaration under section 149(6) of the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors:

The Company has received the necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16(1)(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

All the Independent Director/s have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law. The Board of Directors recorded their opinion that all the Independent Directors are independent of the management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties with an objective independent judgment and without any external influence.

Further, the Independent Directors have also confirmed that they have complied with the Companys code of conduct.

d) Evaluation by Independent Director:

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, considering the views of executive director.

e) Disqualification of Directors:

During the financial year 2025-2026 under review, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(1) and 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board has taken the same on record.

f) MD/WTD draws commission from co. and also draws Remuneration / Commission from holding / subsidiary Company:

3. Disclosure related to Committees of the board:

As on March 31, 2026, the Board had Three (3) Committees viz; Audit Committee; Nomination & Remuneration Committee and Stakeholder Relationship Committee.

However, consequent to re-constitution of the Board during the financial year under review, the composition of the Board committees were also re-constituted accordingly.

i. Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013.

The composition of the Audit Committee was in conformity with the provisions of the said section as on March 31, 2026.

The Audit Committee comprises of as on date of this report:

Name of Members	Designation
Mr. Rajesh Nandkishore Pherwani	Chairperson
Mr. Kailash Chandra*	Member
Mr. Narayan Singh Rathore	Member
Mr. Bhupesh Swami**	Member

*Mr. Kailash Chandra resigned from the Board of Directors w.e.f. 03/04/2026.
**Mr. Bhupesh Swami was appointed as member of Audit Committee w.e.f. 02/07/2026

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Company Secretary of the Company acts as the Secretary of the Audit Committee.

The Audit Committee met 6 times during the financial year ended on March 31, 2026, at their meeting held on April 16, 2025, May 28, 2025, August 13, 2025, August 28, 2025, October 07, 2025, February 11, 2026.

During the year under review, the Board of Directors of the Company accepted all the recommendations of the Committee.

1. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013.

The composition of the Nomination and Remuneration Committee was in conformity with the provisions of the said section as on March 31, 2026.

The Nomination & Remuneration Committee comprises of as on the date of this report is as below:

Name of Members	Designation
Mr. Kaushal Jain#	Member
Mr. Narendra Kumar Shrimali****	Member
Mr. Kailash Chandra***	Member
Mr. Rajesh Nandkishore Pherwani*	Chairman
Mr. Bhupesh Swami**	Member

*Mr. Rajesh Nandkishore Pherwani was appointed as a Regular Chairperson of the Committee w.e.f. 24/02/2026.
**** Mr. Narendra Kumar Shrimali resigned from the Company w.e.f. 24/11/2026.
*** Mr. Kailash Chandra resigned from the Board of Directors w.e.f. 03/04/2026.
**Mr. Bhupesh Swami was appointed as member of Audit Committee w.e.f. 02/07/2026.
#Mr. Kaushal Jain was the chairperson of the Company for two meetings i.e. 16/04/2025 and 13/08/2025.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director, and policy relating to selection and remuneration for Directors, Key Managerial Personnel and Senior Management Employees.

Major criteria/gist defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

Minimum Qualification Positive Attributes Independence Experience

The Nomination & Remuneration Committee met 3 times during the financial year ended on March 31, 2026, at their meeting held on April 16, 2025, August 13, 2025, March 12, 2026.

iii. Stakeholder & Relationship Committee:

The Stakeholder & Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013.

The Stakeholder & Relationship Committee comprises of as on the date of this report of the below mentioned:

Name of Members	Designation
Mr. Kaushal Jain	Chairman
Mr. Kailash Chandra***	Member
Mrs. Shashi Kala Dhabriya*	Member
Mr. Narendra Kumar Shrimali***	Member
Mr. Bhupesh Swami**	Member

***Mr. Narendra Kumar Shrimali resigned from the Company w.e.f. 24/11/2026.
***Mr. Kailash Chandra resigned from the Board of Directors w.e.f. 03/04/2026.
***Mr. Bhupesh Swami was appointed as member of Audit Committee w.e.f. 02/07/2026.
*Mrs. Shashi Kala Dhabriya was appointed in the Board of the Company w.e.f. 20/03/2026.

The Company Secretary of the Company acts as the Secretary of the Stakeholders Relationship Committee.

The Stakeholders Relationship Committee met once during the financial year ended on March 31, 2026, at their meeting held on May 14, 2025.

SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its current status.

Your Company has registered itself on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The complaints received during the financial year 2025-2026 has been resolved by the company within 21 days as per statutory timeline.

4. Board & Committees Meetings:

i. Number of Board Meetings:

During the financial year under review, the Board of Directors met 11 times during the year in accordance with the provisions of the Companies Act, 2013 and rules made thereunder at their meeting held on April 16, 2025, May 28, 2025, August 13, 2025, August 28, 2025, October 07, 2025, October 17, 2025, October 31, 2025, November 13, 2025, December 16, 2025, February 11, 2026, February 24, 2026.

The Company has complied with the applicable Secretarial Standards in respect of all the above-Board meetings.

ii. Meeting of Independent Directors:

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent Directors held their separate meeting on February 12, 2026, without the attendance of non-independent directors and members of management, inter alia, to discuss the following:

? Review the performance of non-independent directors and the Board as a whole.

? Review the performance of the Chairperson of the Company, considering the views of executive directors and non-executive directors; and

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

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.

5. Policy(s) and Annual Evaluation:

(i) Vigil Mechanism Policy

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors.

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations.

(ii) Policy on Nomination and Remuneration of Directors, KMPs and other Employees

In terms of sub-section 3 of Section 178 of the Companies Act, 2013; the Nomination and Remuneration Committee of the Company has laid down a policy on the selection and appointment of Directors and the Senior Management of the Company and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters.

The Remuneration Policy is available on Companys website and can be accessed in the link provided herein: https://deephealthaindia.com/policies/

(iii) Risk management:

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

(iv) Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses and define a structured approach to manage uncertainty and making use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

(v) Criteria for making payments to non-Executive directors:

Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria for making the payments to non-executive directors.

The policy is available on the website at https://deephealthaiindia.com/policies/

(vi) Annual Evaluation of Directors, Committee and Board as a whole:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 the Board has carried out the formal annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees and the working of the Board as whole.

The evaluation exercise was carried out on various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of the duties and obligations, governance issues, etc.

The manner in which the evaluation was carried out has been explained below:

Performance Evaluation criteria:

Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman by the Nomination and Remuneration committee as per the structured mechanism who were evaluated on following parameters / criteria:

Participation and contribution by a director, Commitment (including guidance provided to senior management outside of Board/Committee meetings), Effective deployment of knowledge and expertise, Effective management of relationships with stakeholders, Integrity and maintenance of confidentiality, Independence of behavior and judgment, Observance of Code of Conduct, and Impact and influence.

In the opinion of the Board, Independent Directors of the Company possess relevant expertise and experience (including proficiency)

6. Auditors and Reports:

The matters related to Auditors, and their Reports are as under:

(i) Statutory Auditor:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 M/s. V R S K & Co. LLP, Chartered Accountants (Registration No. 111426W), the Statutory Auditors of the Company have been appointed for a term of 5 years to hold office till the conclusion of the Annual General Meeting to be held for the F.Y. 2025-2026.

The Company proposes appointment of Vimal C. Surana & Co. Chartered Accountants in the ensuing Annual General Meeting for a term of 5 consecutive years commencing from the date of the Annual General meeting held for the financial year 2026-2027 till the conclusion of the Annual General Meeting to be held for the financial year 2031-2032.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) for the time being in force). Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

(ii) Observations of Statutory auditors on accounts for the year ended March 31, 2026:

The Statutory Auditors Report for the financial year ended March 31, 2026, does not contain any observations, qualifications, reservations, disclaimers or adverse remarks. Accordingly, no further explanation or comments are required to be provided by the Board under Section 134(3) of the Companies Act, 2013.

(iii) Reporting fraud by statutory auditors under section 143(12):

There were no incidents of fraud reporting by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

(iv) Adequacy of Internal Controls with reference to Financial Statements:

In accordance with the opinion of the auditors, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2026.

(v) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Ronak Jhuthawat & Co, Practicing Company Secretaries for the period of Five consecutive years commencing from F.Y. 2025-2026 till F.Y. 2029-2030,

The Secretarial Audit Report in the prescribed Form No. MR-3 for the financial year ended March 31, 2026 is annexed herewith with the report.

(vi) Secretarial Auditor Report for the financial year ended on March 31, 2026:

Secretarial Audit Report issued by M/s Ronak Jhuthawat & Co, Practicing Company Secretaries in Form MR-3 for the financial year 2025-2026 forms part of this report and attached as Annexure-II.

(vii) Cost auditor:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is not required to appoint Cost Auditor.

(viii) Maintenance of Cost records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

(ix) Internal auditor:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed M/s. Valawat & Associates, Chartered Accountants to conduct the Internal Audit of the Company for the Financial Year 2025-26.

(x) Internal Auditor Report for the financial year ended on March 31, 2026:

M/s. Valawat & Associates, Chartered Accountants, who were appointed as Internal Auditors of the Company for the F.Y. 2025-2026 has issued their internal audit report and it contains no adverse remarks or observations.

7. Other Disclosures:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a) Details of significant and material orders passed by the Regulator or Court or Tribunal:

There were no significant and material orders issued against the Company by a regulating authority or court or tribunal that could affect the going concern status and companys operation in future.

b) Directors Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2026, the Board of Directors hereby confirms that:

1. in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures.
(ii) such accounting policies have been selected and applied consistently and the Directors 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 March 31, 2026, and of the profit of the Company for the year ended as on that date.
(iii) proper and sufficient care was taken 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.
(iv) the annual accounts of the Company have been prepared on a going concern basis.
(v) that the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.
(vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(vii) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

c) Disclosure regarding Internal Complaints Committee under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act. 2013:

The Company has zero tolerance towards sexual harassment at the workplace and 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 thereunder.

The Company had constituted a committee called as Internal Complain Committee for prevention and prohibition of Sexual Harassment of woman at workplace and complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013].

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2025-2026.

Particulars	Number
Number of cases pending as on the beginning of the financial year	NIL
Particulars	Number
Number of complaints filed during the year	NIL
Number of cases pending as on the end of the financial year	NIL
Number of cases pending for a period exceeding 90 days	NIL

d) Disclosure under section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e) Disclosure under section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f) Disclosure under section 62(1)(b) of the companies Act, 2013:

The Company has not issued any equity shares under the Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g) Disclosure under section 67(3) of the companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

g) Details of utilization of funds raised through rights issue basis as specified under Regulation 32 of the Listing Regulations:

During the financial year 2025-26, the Company made a Rights Issue of 9,61,00,000 equity shares of face value of INR 1/- each at an issue price of INR 4.16/- per equity share (including a premium of INR 3.16/- per share), aggregating to INR 39,97,76,000/-, to the eligible equity shareholders of the Company on a rights basis in the ratio of 2 (Two) equity shares for every 1 (One) equity share held as on the Record Date, i.e. August 29, 2025. Pursuant to the allotment of the aforesaid equity shares on October 06, 2025, the Issued, Subscribed and Paid-up Share Capital of the Company increased to INR 14,41,50,000/-, comprising 14,41,50,000 equity shares of INR 1/- each.

There was a Deviation and Variation in the use of issue proceeds, and the requisite

1) Disclosure of proceedings pending, or application made under insolvency and bankruptcy code, 2016 (if applicable)

h) Disclosure of proceedings pending, or application made under insolvency and bankruptcy code, 2016 (if applicable) No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

i) Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one-time settlement:

There was no instance of a one-time settlement with any Bank or Financial Institution.

j) Human Resources:

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused peoples attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

As on March 31, 2026, there were a total of 06 permanent employees The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees.

k) Particulars of Remuneration to Employees, etc.

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section ESOP (12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Companies Act, 2013 and the Rules made thereunder are given in "Annexure III" to this Report.

Further the Company has no employee who is in receipt of remuneration of Rs. 8,50,000/- per month or INR 1,02,00,000/- per annum and hence the Company is not required to give information under sub rule 2 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details for the top ten employees of the Company are also mentioned in Annexure III to this report.

1) Management Discussion and Analysis:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as "Annexure IV"

m) Secretarial Standards of ICSI:

The Central Government has given approval on April 10, 2015, to the Secretarial Standards specified by the Institute of Company Secretary of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July 2015.

The Company is in compliance with the same.

n) Corporate Governance:

Your Company is committed to maintaining the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance. The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with these principles the company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report for the financial year 2025-2026 has become applicable to the Company, as its paid-up share capital has exceeded ?10 crores. Accordingly, the requisite disclosure under Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been duly uploaded.

o) Code of Conduct:

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

p) Insider Trading:

The Board has in consultation with the Stakeholders Relationship Committee laid down the policy to regulate and monitor Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading.

1) Means of Communication:

The Company has also adopted a Prohibition of Insider Trading Policy.

q) Means of Communication:

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Companys Website and stipulated communications to the Stock Exchange where the Companys shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Companys Policies etc.

r) Corporate Social Responsibility:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 Corporate Social Responsibility is not applicable to the Company during the Financial Year 2024-2025 as the Company is not having net worth of Rs. 500 Crore or more, turnover of Rs. 1000 Crore or more or net profit of Rs. 5 Crore or more during the immediately preceding Financial Year 2025-2026.

s) Website:

The Company has a website addressed as www.deephealthaiindia.com

Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

t) Indian accounting standards - IFRS converge standards:

The Ministry of Corporate Affairs vides its notification dated 16th February 2015 notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, your Company has prepared the financial statements to comply in all material respects accordance with the applicability of Indian Accounting Standards.

u) Listing on stock exchange:

The Equity shares of the Company are listed on the main board of BSE Limited.

v) Depository System:

Your Companys equity shares are in Demat and Physical form. The Company has appointed National Depository Services India Limited (NDSL) as designated depositories to the Company.

w) Annual listing fees to the stock exchanges:

Deep Diamond India Limited has listed its equity shares on the Main Board of BSE Limited. The listing fees have been duly paid to the exchange and annual custodial fees have been paid to CDSL and NSDL for F.Y. 2025-2026 and F.Y. 2026-2027.

x) Registrar and Share Transfer Agent (RTA) of the Company:

During the year under review, the RTA of the Company is M/s MUFG Intime India Private Limited.

y) Statement on Compliance with Maternity Benefit Act, 1961:

During the year under review the Company has complied with the applicable provisions of Maternity Benefit Act, 1961.

8. Acknowledgements and Appreciation:

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board For and on behalf of Deep Health AI India Limited (Formerly known as Deep Diamond India Limited)

SD/- Narayan Singh Rathore Managing Director DIN: 10900646 Date: September 03, 2026 Place: Udaipur Address: 506-509 fifth floor, Apeksha, plot no. 256, Main Road, Hiran Magri, Sector 11, Udaipur, Rajasthan (313001)

SD/- Laveena Pokharna Whole Time Director & CFO DIN: 10977709 Date: September 03, 2026 Place: Udaipur Address: 506-509 fifth floor, Apeksha, plot no. 256, Main Road, Hiran Magri, Sector 11, Udaipur, Rajasthan (313001)