Family Care Hospitals Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the 31^st Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS AND HIGHLIGHTS:

The Financial performance of the Company for the year ended March 31, 2025 is summarized below:

Particulars	March 31, 2025	March 31, 2024
Revenue from Operations	790.46	4000.73
Other Income	315.22	318.76
Total	1105.68	4319.49
Expenditure
Purchase of stock in trade	63.88	1457.79
Change in inventory	(3752.64)	(39.07)
Employee Benefit Expenses	217.76	392.02
Finance Costs	28.54	38.36
Depreciation	112.64	142.04
Other Expenses	1420.15	1515.21
Total	(1909.66)	3506.35
Profit / (Loss) before Exceptional and	3015.34	813.15
Extraordinary Items and Tax
Exceptional items	(7462.00)	-
Extraordinary items	-	-
Profit / (Loss) from ordinary activities before tax	(4446.66)	813.15
Tax Expense
1. Current Year Tax	-	70.03
2. Deferred Tax Credit/(Charge)	(32.13)	29.80
3. Earlier Year	-	(541.44)
Profit/ (Loss) after Tax	(4414.53)	1254.76
Total Other Comprehensive income for the year	12.48	1.53
Total Comprehensive income / (loss) for the year	(4402.05)	1256.28
Basic EPS	(8.17)	2.32
Diluted EPS	(8.17)	2.32

2. INDIAN ACCOUNTING STANDARD:

The Financial Statements for the financial year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with Ind AS.

3. COMPANY?S PERFORMANCE:

The Company?s revenue from operations during the Financial Year 2024-25 was Rs. 790.46 lakhs. Expenditures were increases leading to loss to Rs. 4414.53 lakhs compared to profit Rs. 1254.76 lakhs in the FY 2023-24. The loss was mainly due to the effect of closure of our hospital at Mira road.

There has been no change in the nature of business of the Company during the year under review. Performance of the Company has also been discussed in detail in the ‘Management Discussion and Analysis Report? forming part of this Annual Report.

4. DIVIDEND:

During the year Company has not announced any dividend.

5. TRANSFER TO RESERVES:

No amount is proposed to be transferred to the General Reserves of the Company out of the profits for the year.

6. SUBSIDIARY:

During the year under review the Company does not have any Subsidiary Company.

7. CHANGES IN SHARE CAPITAL, IF ANY:

A. Increase in the Authorised Share Capital

During the year under Review, the Board has approved increase in the Authorised Capital of the Company from existing Rs. 75,00,00,000 (Rupees Seventy Five Crore Only) divided into 7,50,00,000 (Seven Crore Fifty lakhs) Equity Shares of Rs. 10 each to Rs. 125,00,00,000 (Rupees One Hundred and Twenty Five Crore) divided into 12,50,00,000 (Twelve Crore Fifty lakhs) Equity shares of Rs. 10/- each vide Board Meeting dated February 20, 2024.

The Ordinary Resolution for the same was put forth in the Postal Ballot Notice dated July 30, 2024. The said Resolution was duly passed with the requisite majority by the shareholders on August 29, 2024 i.e. on last date for Remote E-Voting for Postal Ballot.

Pursuant to a review of the Company?s financial and strategic priorities, it has been determined that the proposed increase in Authorised Share Capital is not required at this stage. Accordingly, the resolution set out at Item No. 9 of the Postal Ballot Notice dated August 29, 2024, has been withdrawn.

The Board of Directors was informed of this withdrawal at its meeting held on April 24, 2025. Further, the shareholders? approval by way of postal ballot, the results of which were declared on May 25, 2025 .

* During the year under Review, the Board again approved the increase in the Authorised Capital of the Company from existing Rs. 75,00,00,000 (Rupees Seventy Five Crore Only) divided into 7,50,00,000 (Seven Crore Fifty lakhs) Equity Shares of Rs. 10 each to Rs. 125,00,00,000 (Rupees One Hundred and

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Twenty Five Crore) divided into 12,50,00,000 (Twelve Crore Fifty lakhs) Equity shares of Rs. 10/- each vide Board Meeting dated May 30, 2025.

The Ordinary Resolution for the same was put second in the Postal Ballot Notice dated 13 June, 2025. The said Resolution was duly passed with the requisite majority by the shareholders on July 13, 2025 i.e. on last date for Remote E-Voting for Postal Ballot.

B. Issue of Securities on Preferential Basis

The Board has approved in its Meeting dated July 12, 2024 issuance of upto 1,75,00,000 (One Crore Seventy Five Lakhs) Warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of INR 10/- each (Rupees Ten only) ("Warrants") at a price of INR 11/- (Rupees Eleven only) each.

The Special Resolution for the same is put forth in the Postal Ballot Notice dated July 30, 2024. The said Resolution was duly passed with the requisite majority by the shareholders on August 29, 2024 i.e. on last date for Remote E-Voting for Postal Ballot.

The Company has not moved ahead with the proposed issue of preferential warrants as SEBI, vide its order, has restrained Noticee Nos. 1 to 3 from dealing in securities until further orders. Furthermore, Noticee Nos. 2 and 3 have been restrained from acting as Directors or Key Managerial Personnel of any listed company, its subsidiaries, or SEBI-registered intermediaries. In view of the above restrictions, the Company has decided to defer the preferential warrant issue. This is pursuant to the SEBI order dated October 21, 2024, in the matter of One Life Capital Advisors Limited.

* Again The Board has approved in its Meeting dated May 30, 2025 issuance of upto 18,677,500 (One Crore Eighty Six Lakhs Seventy Seven Thousand Five Hundred) Warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of INR 10/- each (Rupees Ten only) ("Warrants") at a price of INR 10/- (Rupees Ten only) each.

The Special Resolution for the same is put one in the Postal Ballot Notice dated June 13, 2025. The said Resolution was duly passed with the requisite majority by the shareholders on July 13, 2025 i.e. on last date for Remote E-Voting for Postal Ballot.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, all the Independent Directors have furnished Declaration of Independence stating that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 (‘the Act?) and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations?) and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

The changes made in the composition of board from the period April 1, 2024 to March 31, 2025:

Sr. Name of the Director No.	Designation	Date of appointment (Original)	Date of cessation/expiry of term
1. Mr. Pankaj Samani	Non-Executive Independent Director	11 August 2023	04 July 2024
2. Mr. Gautam Mohan Deshpande	Chief Executive Officer	26 April2021	13 August 2024
3. Ms. Mohini Waghade	Company Secretary & Compliance Officer	11 August 2023	15 October 2024
4. Mr. Nitesh Singh	Additional Non- Executive Independent Director	30 November 2024	27 February 2025
5. Mr. Aneish Kumar	Non-Executive Independent Director	16 August 2022	01 December 2024
6. Mr. Suryakant Khare	Non-Executive Non- Independent Director	20 August 2022	02 December 2024
7. Mr. Pandoo Naig	Managing Director	26 April 2021	04 December 2024
8. Ms. Neetu Maurya	Company Secretary & Compliance Officer	13 January 2025	-
9. Mr. Sanjeev Seth	Non-Executive Independent Director	28 February 2025	-
10. Mrs. Archana Chirawawala	Non-Executive Independent Director	28 February 2025	-
11. Mr. Suchit Raghunath Modshing	Whole Time Director	28 February 2025	-

In accordance with the provision of Section 178 and other applicable provisions of the Act and SEBI Listing Regulations, if any, the Nomination and Remuneration Committee has considered and recommended the above appointments/re-appointments to the Board of Directors and Key Managerial Personnel of the Company. A brief resume and other details of all the Directors seeking appointment/ re-appointment are provided in the Notice of AGM.

Pursuant to the provisions of Section 152 of the Act, Miss. Lucy Massey, Non-Executive Non-Independent Director retires by rotation as Director at the ensuing AGM and being eligible, offers herself for reappointment. The Board recommends his re-appointment.

In accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the Key Managerial Personnel (KMPs) as on 31.03.2024:

Name	Designation of KMP
Mr. Amit Tyagi	Chief Financial Officer
Ms. Neetu Maurya	Company Secretary (Appointed on 13/01/2025)

* Mr. Pandoo Naig has resigned from the post of Managing Director of the Company w.e.f. 04 December 2024 due to he has resign due to interim Regulatory Order passed in matter of Onelife Capital Advisors Limited.

*Ms. Mohini Waghade is appointed as Company Secretary and Compliance Officer of the Company w.e.f. August 11, 2023. She resigned from October 15, 2024 due to personal reasons.

9. COMMITTEES OF THE BOARD:

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee Risk Management Committee

Details of terms of reference of the Committees, Committee membership and attendance at meetings of the Committees are provided in the Corporate Governance report.

10. PUBLIC DEPOSITS:

During the financial year 2024-25, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

11. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans given and investments made during the financial year under Section 186 of the Companies Act, 2013 are given at Notes forming part of the Financial Statements. During the financial year, the Company has neither provided any new security nor provided new corporate guarantee for loans availed by the others.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts/Tribunal which would impact the going concern status of the Company and its operations in future.

Details of other orders passed by the authorities during the FY 2024-25:

Authority	Received Date	Particulars	Fine amount	Fines levied for Comments
SEBI	21st March 2024	Adjudication Order No. Order/SV/V C/2023 - 24/30164	1500000	The Company has paid the fine.

Apart from this, 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 Company has also received the Order from Stock Exchange Board of India

Authority	Received Date	Particulars	Fine amount	Fines levied for	Comments
SEBI	3rd June 2025	Adjudication Order No.ORDER/AK/RK/2025- 26/31449-31460	900000		The Company is under the process of Appeal

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

For your Company, Corporate Social Responsibility (CSR) means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Company?s business in a manner that meets or exceeds the ethical, legal, commercial and public expectations. In alignment with vision of the Company, through its CSR initiative, your Company will enhance value creation in the society through its services, conduct and initiatives, so as to promote sustained growth for the society. The Board of Directors of your Company has formulated and adopted a policy on CSR which can be accessed at: www.familycarehospitals.com/

The composition of CSR committee is not applicable to the Company and the disclosures as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended are provided in the "Annual Report on CSR Activities" attached herewith as "Annexure-1" and forms an integral part of this Annual Report.

14. EXTRACT OF ANNUAL RETURN:

The draft of Annual Return of the Company in Form MGT-7 in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company at www.scandent.in.

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

All related party transactions that were entered into by the Company during the financial year were in ordinary course of business and at arm?s 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.

The information relating to related party transactions is set out in the Form AOC-2 "Annexure 2" to this Report. Company has also issued Postal Ballot Notice dated 30th July 2024 for approval and ratification of related party transactions entered into by the Company.

Policy on dealing with related party transactions, is available on the Company?s website at www.familycarehospitals.com/

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 are material changes and commitments between the end of the financial year of the Company and as on the date of this report 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.

18. NUMBER OF MEETINGS OF THE BOARD:

There were Seven (12) meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

19. RETIREMENT BY ROTATION:

Miss Lucy Maqbul massey (DIN:09424796), retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment. Appropriate resolution for his reappointment is being placed for the approval by the Members of the Company at the ensuing AGM.

A brief profile of Miss Lucy Maqbul massey and other related information is detailed in the Notice convening the 31st 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 Wholetime 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.

A brief of the Remuneration Policy on appointment and remuneration of Directors, KMP and Senior Management is provided in the Report on Corporate Governance forming part of this Annual Report. Further, the Policy is available on the website of the Company and the web link thereto is www.familycarehospitals.com/

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 29, 2025, 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:

M/s. S. M. Gupta and Co, Chartered Accountants (Firm Registration No. 310015E), was appointed as Statutory Auditors of your Company at the Annual General Meeting ("AGM") held on 30 ^th November, 2021 for a term of five consecutive years until the conclusion of the Annual General Meeting of the Company to be held for the financial year 2026. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors? Report does not contain any qualification. The Notes to Financial Statement referred to in the Auditors? Report are self-explanatory and do not call for any further comments.

The Members of the Company at the 27th AGM held on 30th November 2021 had appointed M/s. S. M. Gupta & Co., Chartered Accountants (FRN 310015E) as Statutory Auditors for a term up to the 32nd AGM. However, they have resigned vide letter dated 12th August 2025, resulting in a casual vacancy under Section 139(8) of the Companies Act, 2013.

In accordance with the provisions of Section 139(8)(i), the Board, on the recommendation of the Audit Committee, has proposed the appointment of M/s. Rafik & Associates, Chartered Accountants (FRN 146573W) to fill the vacancy caused by the resignation and to hold office as Statutory Auditors till the conclusion of the AGM to be held in 2030, subject to members ‘approval.

M/s. Rafik & Associates have confirmed their eligibility and consent under Section 141 of the Companies Act, 2013

24. SECRETARIAL AUDITOR:

Mr. Ajay Kumar of M/s. Ajay Kumar & Co., Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rule made thereunder. The comments referred to in the report of the Secretarial auditor are selfexplanatory. The detailed report on the Secretarial Audit is appended as an "Annexure - 4" to this Report.

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 2024-25.

26. INTERNAL CONTROL:

The Board ensures the effectiveness of the Company?s system of internal controls including financial, operational and compliance control and risk management controls and same is subject to review periodically by the Board of Directors and M/s. V H U D & Associates, Chartered accountants, Internal Auditors of the Company for its effectiveness. The control measures adopted by the company have been found to be effective and adequate to the Company?s requirement.

27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance for sexual harassment at the work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

Summary of sexual harassment issues raised attended and dispensed during financial year 2024-25:

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

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

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 - 2024-25.

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.

In Line with the regulatory requirement, the Company has constituted a Risk Management Committee to oversee the risk management. The details of the Committee along with its charter are set out in the Corporate Governance Report forming part of this Report. The Risk Management Policy is also posted on the website of the Company at www.familycarehospitals.com/

31. VIGIL MECHANISM/WHISTLE BLOWER:

Your Company is committed to highest standards of ethical, moral and legal business conduct. The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and under Regulation 22 of SEBI Listing Regulations 2015, for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the audit committee. The said policy has been also put up on the website of the Company at the following link: www.familycarehospitals.com/

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 customised software that can enchance user expeience 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 applications with this association. In its continuous endeavour to serve the patients better and to bring healthcare of international standards..

(c) Foreign Exchange earning & outgoings

	For Year Ended 31st March 2025	For Year Ended 31st March 2024
Expenditure-
Foreign Travel	NIL	NIL
Freight Forwarding Expenses	NIL	NIL
Income-
Commission and other income	NIL	NIL

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

The Company has raised the fund by way of right issue of Rs. 2629.77 lakhs in financial year 2023-24 and on or before 30th September 2024, the full amount is utilized for the object for which it was raised.

Sr. Objects as stated in prospectus No.	Proceed raised by way of right issue	Total Amount Utilized upto 30th September2024	Unutilized Amount
1 Business Development, Sales Branding and Marketing	692.05	692.05	-
2 Meet Working Capital Requirement	1329.81	1329.81	-
3 General Corporate Purposes	607.91	607.91	-
Total	2,629.77	2,629.77	-

34. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the Financial Year 2024-25.

35. COMPLIANCE OF SECRETARIAL STANDARDS

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 Company?s 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 Company?s operations include labour and material availability, and prices, cyclical demand and pricing in the Company?s principal markets, changes in government regulations, tax regimes, economic.

39. 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.