Family Care Hospitals Ltd Directors Report

14. EXTRACT OF ANNUAL RETURN:

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the period under review, your Company has entered into contract/arrangement with related parties, which were in ordinary course of business and at arms length basis Also, there were related party transactions which could be considered material in accordance with the Policy of the Company on materiality of related party transactions.

All related party transactions are being reviewed and placed before the Audit Committee from time to time for their approval and also been taken on record by the Board.

Your company is the proposed related parties transaction to be enter during FY 2026-27, which has not been approved by the ordinary resolution of shareholders of the company at the meeting held on May 12, 2026 through Postal Ballot. The said resolution was not approved by majority of shareholders who were entity to vote at the meeting.

16. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A Report on Corporate Governance along with a Certificate from Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report forms part of this Annual Report.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

a. There was material changes and commitments made by the Company in the financial year 2024-25 which can affect the financial position of the Company.

(i) On September 2024 Company has received notice for termination of Operations and Management Agreement from the landlords for running the hospital at Mira Road, Thane.

The Company has received the Order from Honble High Court of Judicature of Mumbai dated 31st July 2024 uploaded on the Website of the High Court on 2nd August 2024 who has directed the Company under the Writ Petition No. 1114 of 2024 is filed challenging the Order dated 3rd May 2021 passed by the learned Judge, Small Causes Court at Mumbai, inter alia Petitioner is granted liberty to deposit an amount of Rs.3,67,73,382/- before the Small Causes Court on or before 30 September 2024 and also vide order dated 14/10/2024 small causes court had Issue distress warrant under order XXI Rule 43 of Code of Civil Procedure for the amount of Rs.3,67,73,382/-(Rupees Three Crore Sixty Seven Lakh Seventy Three Thousand Three Hundred Eighty Two).The Company is in the process of taking the appropriate actions in the matter.

The above stated developments affected the financial position of the Company.

Your company under review during the FY 2025-26 and as on date of report, no any material change and commitments has been occurred the which can affect the financial position of the Company.

18. NUMBER OF MEETINGS OF THE BOARD:

There were Seven (7) meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

19. RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152(6) of the Act Mr. Suchit Raghunath Modshing (DIN: 10974977) retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for reappointment. Appropriate resolution for his reappointment is being placed for the approval by the Members of the Company at the ensuing Annual General Meeting (‘AGM).

A brief profile of Mr. Suchit Raghunath Modshing and other related information is detailed in the Notice convening the 32^nd AGM of your Company.

The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for approval.

20. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

Your Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Management Personnel.

The appointment of Directors is made pursuant to the recommendation of Nomination and Remuneration Committee (‘NRC). Approval of shareholders for payment of remuneration to Whole Time Directors is sought, from time to time.

The remuneration of Non-Executive Directors comprises of sitting fees in accordance with the provisions of Companies Act, 2013 incurred in connection with attending the Board meetings, Committee meetings, General meetings and in relation to the business of the Company. During the year under review, the Company has not paid any commission to the Non-Executive Directors.

NRC have also formulated criteria for determining qualifications, positive attributes and independence of a director and the same have been provided in the Report on Corporate Governance forming part of this Annual Report.

The information required under Section 197 of the Companies Act, 2013 read with Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in "Annexure 3" to this Report.

21. DECLARATION OF INDEPENDENCE:

The Company has received necessary declaration from each Independent Director under section 149 (7) of the Act that he / she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 16 of SEBI Listing Regulations.

22. BOARD EVALUATION:

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board of Directors has carried out an annual evaluation of its own performance, Committees and Individual Directors pursuant to provision of the Act and the Corporate Governance requirement as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulation, 2015").

The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the Board composition, structure of the board process, information and functioning, etc.

The Board also carried annual performance evaluation of the working of its Audit, Nomination and Remuneration Committee, Risk Management Committee as well as Stakeholder Relationship Committee. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors.

In a separate meeting of the Independent Director, performance of non -independent Director, performance of Board and performance of the chairman was evaluated, taking in to account the view of Executive Director and Non Executive Director. Performance evaluation of Independent Director was done by the entire Board, excluding the Independent Director being evaluated.

Separate Meeting of the Independent Directors

The Independent Directors held a Meeting on March 25, 2026, without the attendance of Non-Independent Directors and Members of Management. All the Independent Directors were present at such meeting and at the Meeting they have:

i. Reviewed the performance of non-independent directors and the Board as a whole;

ii. Assessed the quality, quantity and timelines of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Present Independent Directors holds a unanimous opinion that the Non-Independent Directors bring to the Board constructive knowledge in their respective field. All the Directors effectively participate and interact in the Meeting. The information flow between the Companys Management and the Board is satisfactory.

Training of Independent Directors

The Company shall provide regular training to independent directors to update them with the regulatory changes and their roles and responsibility in view thereof.

23. STATUTORY AUDITORS AND AUDITOR REPORT:

In accordance with the provisions of Section 139(8) of the Companies Act, 2013, M/s. Rafik & Associates, Chartered Accountants (FRN 146573W) was appointed as statutory auditor of the company for a term of 5 consecutive 5year commencement form conclusion of from the conclusion of this 31st Annual General Meeting held on September 29, 2025 till the conclusion of the 36th Annual General Meeting to be held in the year 2030. to examine and audit the accounts of the Company at such remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company."

The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit process. The report issued by M/s. Parekh Sharma and M/s. Rafik & Associates on the financial statements of the Company for the financial year ended March 31, 2026 forms part of the Annual Report. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do contain any qualification(s), reservation(s) or adverse remark and forms as integral part of financial statements of the Company.

24. SECRETARIAL AUDITOR:

Since your Company meet the criteria as per provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, 2015 the secretarial audit Report is applicable.

Your Company was appointed Mr. Ajay Kumar of M/s. Ajay Kumar & Co., Company Secretaries in Practices as the Secretarial Auditor of the Company for a term of five years, commencing from FY 2025 -26 to FY 2029-30 by the members of the Company at the Annual General Meeting held on September 29, 2025.

The Secretarial Audit Report for FY 2025-26, as required under the aforesaid provisions, is appended herewith as Annexure 4 and form parts of this report.

The said report does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) for the time being in force).

25. COST AUDITORS:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable to the Company for the FY 2025-26.

26. INTERNAL CONTROL:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014 M/s. V H U D & Associates, Chartered accountants., were appointed as Internal Auditors to undertake internal audit of the Company for FY 2025-26.

The Internal Audit Report does not contain any qualification, reservation, or adverse remark.

The Internal Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

27. HUMAN RESOURCE

a. Disclosure with regard to Prevention of Sexual Harassment at Workplace:

In line with the requirements of the Sexual Harassment of Workman at Workplace (Prevention, Prohibition and Redressed) Act. 2013 (‘POSH Act"), your Company has developed and implemented a Prevention of Sexual Harassment of Woman at Workplace Policy (‘POSH Policy"), as a part of Overall ethics framework adopted by the Company.

During the year under review, no compliant was receive and were no compliant pending from the previous of the POSH Act. The Company has zero tolerance for sexual harassment at the work place.

Summary of sexual harassment issues raised attended and dispensed during financial year 2025-26:

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

• No. of cases pending for more than 90 days: Nil

b. Maternity Benefit:

In line with the provision of Rule 8(5)(XIII) of the Companies (Accounts) Rule 2014, your Company hereby confirms that Company has duly complied with all the applicable provisions relating to the Maternity Benefit Act, 1961.

c. Employee Strength:

AT the end of Closure of period under review, Company has Seven (7) male employee.

28. LISTING OF EQUITY SHARES:

Pursuant to the provisions of Listing Agreement with the Stock Exchanges, the Company declares that the Equity Shares of the Company are listed at the BSE Limited.

The Company confirms that it has paid Annual Listing Fees due to BSE Limited up to the Financial Year - 2025-26.

29. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013, the board of Director, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for year under review;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls, which are adequate and are operating efficiently.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

30. RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

31. VIGIL MECHANISM/WHISTLE BLOWER:

The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGOINGS:

The particulars as prescribed under sub- section (3) (m) of Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 are hereunder:

a) Conservation of energy

The operations of the Company are not energy-intensive. However, significant measures are being taken to reduce the energy consumption by using energy-efficient equipment. Your Company constantly evaluates and invests in new technology to make its infrastructure more energy efficient.

(b) Technology absorption

Over the years, your Company has partnered with technology personnel, companies and initiatives including majorly with Ready Technologies, a unit of Onelife Capital Advisors Ltd, (a promoter group entity) to build and get access to the latest and customized software that can enhance user experience and ERPs to gain efficiencies in the internal functioning of the company. We are happy to have develop and integrate open AI platforms with our 911 product with new features and a completely new application with this association. In its continuous endeavor to serve the patients better and to bring healthcare of international standards.

(c) Foreign Exchange earning & outgoings

33. DISCLOSURE IN RELATION TO THE UTILIZATION OF THE FUNDS RAISED

The Company has not raised the fund by way of right issue during in financial year 2025-26.

34. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the Financial Year 2025-26.

35. COMPLIANCE OF SECRETARIAL STANDARDS

Your Company have devised proper system and processes to ensure requisite compliance of applicable Secretarial Standard issued by the Institute of Company Secretaries of India and that such system is adhere to. The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and Members (SS-2).

36. FRAUDS:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Directors Report.

37. GENERAL DISCLOSURE

• During the year under review, there is no application made and/ or no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• During the year under review, requirement of disclosing details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable on the Company.

38. CAUTIONARY STATEMENT:

Certain statements in the Directors Report describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Companys operations include labour and material availability, and prices, cyclical demand and pricing in the Companys principal markets, changes in government regulations, tax regimes, economic.

39. MALWARE / CYBER SECURITY INCIDENT AFFECTING THE INFORMATION TECHNOLOGY SYSTEMS

Since your Company was suffered an malware / cyber security incident affecting the information technology systems on January 30, 2026. your company was intimated to stock exchange under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule III thereof, on January 31, 2026.

Your Company has strong date security plan and strategy to protect the date and ensure form such malware/ cyber security incident in future.

40. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board also expresses its gratitude and appreciates the assistance and co-operation received from the Banks, Government Authorities, Customers, Shareholders and other Stakeholders during the year under review.