Directors Report of Blue Jet Healthcare Ltd

Mar 31, 2025

The Board of Directors are pleased to present their 57^th Annual Report on the business and operations of Blue
Jet Healthcare Limited ("the Company") along with Audited Financial Statements, prepared in compliance
with Ind AS Accounting Standards, for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY AND PERFORMANCE HIGHLIGHTS

The summarized financial results for the year are as under:

Particulars	31-03-2025	31-03-2024
	Standalone	Standalone
Revenue from operations	10,299.85	7,115.98
Other Income	462.56	288.60
Total Revenue	10,762.41	7,404.58
Profit before depreciation & amortization, Finance cost and Tax expense	4239.86	2,580.90
Depreciation and amortization	177.89	280.91
Finance Costs	0.98	1.61
Profit after depreciation & amortization, Finance cost before exceptional items and tax expense	4060.99	2,298.38
Exceptional Items	-	(97.43)
Tax expenses	1008.96	563.44
Profit after Tax	3,052.03	1,637.51
Basic earnings per equity share (in	17.59	9.44
Diluted earnings per equity share (in ^)	17.59	9.44

Note:

1. Figures in brackets represent deductions.

2. REVIEW OF BUSINESS OPERATIONS

FY2025 has been a successful year for the
Company. The Company''s performance
during the year has significantly increased as
compared to the previous year and recorded
total revenue of 10,762.41 Million as compared
to 7,404.58 Million for the previous year, The
earnings before interest, taxes, depreciation,
and amortization for the year is 4239.86
Million as compared to 2,580.90 Million for the
previous year. The Company had an increase
in net profit after tax amounting to 3,052.03
Million as compared to 1,637.51 Million for
the previous year. The EPS on financials for
the year ended on March 31, 2025 is '' 17.59
as compared to '' 9.44 for the previous year

3. STATE OF COMPANY''S AFFAIR AND
BUSINESS OVERVIEW

The Company''s state of Affairs and Business
Overview is given in the Management
Discussion and Analysis, which forms part of
this Annual Report.

4. DIVIDEND

Based on the Company''s Performance and
in terms of Dividend Distribution Policy of the
Company, the Directors of your Company
has recommended a Final Dividend of '' 1.20/-
(One Rupee Twenty Paise) per equity share
having face value of '' 2/- (Rupees Two) (i.e.

60% per equity share of face value '' 2 each)
for the year ended March 31, 2025, subject to
the approval of Members at the ensuring 57th
Annual General Meeting of the Company.

Pursuant to the Finance Act, 2020, dividend
income is taxable in the hands of the Members
w.e.f. 1st April, 2020 and the Company is required
to deduct tax at source (TDS) from dividend
paid to the Members at prescribed rates as per
the Income-tax Act, 1961.

The payment of proposed dividend is in
compliance with the Dividend Distribution
Policy. The Dividend Distribution Policy is
in accordance with Regulation 43A of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and is
disclosed on the website of the Company at
https://bluejethealthcare.com/wp-content/
uploads/2025/05/dividend-dist-policy.pdf and
to be provided in the Annual Report.

5. TRANSFER TO RESERVE

The closing balance of retained earnings of the
Company for the financial year ended March 31,
2025, after all appropriations and adjustments
is '' 10,984.18 million. During this year, the
Company has not transferred any amount to
general reserve.

6. SHARE CAPITAL

During the year under review, the Company
has not issued any equity or preference shares
and shares with differential voting rights
or sweat equity shares, nor has it granted
any stock options.

There is no change in the Authorised, Issued,
Subscribed and Paid-up Share Capital
of the Company.

As on 31st March, 2025, the Authorized Share
Capital of the Company is '' 47,00,00,000/-
(Rupees Forty Seven Crores only) divided into
22,50,00,000 (Twenty Two Crores Fifty Lakhs)
equity shares of '' 2 each (Rupees Two only)
and 20,00,000 (Twenty Lakhs) 0.1% Redeemable
Preference shares of '' 10 each (Rupees Ten only).

As on March 31, 2025, the issued, subscribed
and paid up share capital of the Company is
'' 36,19,30,850 ( Rupees Thirty Six Crore Nineteen
Lakh Thirty Thousand Eight Hundred Fifty )
divided into 17,34,65,425( Seventeen Crore

Thirty Four Lakhs Sixty Five Thousand Four
Hundred Twenty Five Only ) Equity Shares of
'' 2/- ( Rupees Two Only ) each and 15,00,000
( Rupees Fifteen Lakh ) Preference shares of
'' 10/- ( Rupees Ten Only ) each.

7. BOARD AND ITS COMMITTEES
Number of Board Meetings

Your Board meets at regular intervals to discuss
and decide on business strategies/policies and
review the Company''s financial performance.
During the FY2025, 5 (five) Board Meetings were
held. The meetings were held Physically/virtually
in accordance with the applicable provisions of
the Companies Act, 2013. The details relating to
Board Meetings and attendance of Directors
in each Board meeting held during the FY2025
has been separately provided in the Corporate
Governance Report.

Committees of the Board

The constitution of the Board Committees is in
acquiescence of provisions of the Companies
Act, 2013 and the relevant rules made thereunder,
Listing Regulations and the Articles of Association
of the Company. The Board has constituted
5 (Five) Committees viz. Audit Committee,
Nomination and Remuneration Committee,
Stakeholders Relationship Committee,
Corporate Social Responsibility Committee
and Risk Management Committee to deal with
specific areas/activities that need a closer
review and to have an appropriate structure
for discharging its responsibilities.

The composition, terms of reference,
attendance of directors at the meetings of all
the above Committees has been disclosed in
the Corporate Governance Report.

There has been no instance where the Board
has not accepted any of the recommendations
of the Audit Committee.

8. A STATEMENT REGARDING THE OPINION OF
THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING
THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR
The Board is of the opinion that the Independent
Directors appointed on the Board of the
Company, are persons of high integrity and

reputation and possess the requisite expertise
and experience (including the proficiency).

9. DIRECTORS AND KEY MANGERIAL PERSONNEL
Directors

As on March 31, 2025, the Company has
8 (Eight) Directors comprising of 4 (Four)
Executive Directors and 4 (Four) Non-Executive
Independent Directors, out of which there are 3
(Three) Independent Women Director.

During the year under review, Mr. Popat Bhagwan
Kedar (DIN: 01986137) was appointed as an
Executive Director and Ms. Priyanka Yadav
(DIN: 08858855) as an Independent Director
with effect from November 19, 2024 approved
by the Members through Postal Ballot dated
February 14, 2025.

Further, Mr. Girish Paman Vanvari (DIN: 07376482)
was re-appointed as an Independent Director
for a second term of 5 (five) consecutive years
commencing from April 13, 2025 up to April 12,
2030 (both days inclusive), Mrs. Preeti Gautam
Mehta (DIN: 00727923) was re-appointed as
an Independent Director for a second term of
5 (five) consecutive years commencing from
April 13, 2025 up to April 12, 2030 (both days
inclusive) and Mrs. Divya Sameer Momaya
(DIN: 00365757) was re-appointed as an
Independent Director for a second term of 5
(five) consecutive years commencing from
August 1, 2025 till July 31, 2030 (both days
inclusive) which was approved by the members
through Postal Ballot which concluded on
February 14, 2025.

Further, none of the Director has resigned
during the period under review.

Directors Retiring by Rotation

Pursuant to the provisions of Section 152(6)(d) of
the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors)
Rules, 2014 and Articles of Association of the
Company, Mr. Akshay Bansarilal Arora (DIN:
00105637) retires by rotation at the ensuing
Annual General Meeting and being eligible,
offer himself for re-appointment. The necessary
disclosures required under the Companies
Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015 and Secretarial Standards-2 on General

Meetings issued by the Institute of Company
Secretaries of India, for the above-mentioned
re-appointment are provided in the Annual
General Meeting Notice of the Company.

Key Managerial Personnel

As on March 31, 2025 the following persons
have been designated as Key Managerial
Personnel ("KMP") of the Company pursuant to
the provisions of Section 2 (51) and 203 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014:

Sr. No.	Name	Designation
1.	Mr. Akshay Bansarilal Arora	Chairman, Executive Director
2	Mr. Shiven Akshay Arora	Managing Director
3	Mr. Naresh Suryakant Shah	Executive Director
4.	Mr. Karuppannan Ganesh	Chief Financial Officer
5.	Ms. Sweta Poddar	Company Secretary and Compliance Officer

10. DECLARATIONS FROM INDEPENDENT
DIRECTORS

In the opinion of the Board all the Independent
Directors have complied with the Code for
Independent Directors prescribed in Schedule
IV to the Act along with the Code of Conduct for
Directors and Senior Management Personnel
formulated by the Company as per Listing
Regulations. The Independent Directors have
given declarations that they meet the criteria
of independence as laid down under Section
149(6) of the Companies Act, 2013 (the Act) read
with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014
and Regulation 16(1)(b) and 25(8) of the SEBI
Listing Regulations.

11. CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted a Corporate Social
Responsibility Policy in accordance with the
Companies (Corporate Social Responsibility
Policy) Rules, 2014 which can be accessed at
https://bluejethealthcare.com/wp-content/
uploads/2025/05/CSR-Policy.pdf. The Policy

inter alia briefs the areas in which CSR outlays
can be made, objectives, the various CSR
Programs/Projects which can be undertaken,
implementation of the said programs and
projects, criteria for identification of the
implementing agencies, monitoring and
evaluation mechanisms and annual action plan.

The brief outline of the CSR Policy of the
company and the initiatives undertaken by
the company during the financial year ended
March 31, 2025, in accordance with Section
135 of the Act and Companies (Corporate
Social Responsibility Policy) Rules, 2014 is set
out in Annexure-I to this report in the format
prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

12. COMPANY''S POLICY ON APPOINTMENT
AND REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES

On the recommendation of Nomination and
Remuneration Committee, the Company has
formulated and adopted a Nomination and
Remuneration Policy which is in accordance
with the Companies Act, 2013 and the Listing
Regulations. The Policy aims to attract, retain
and motivate qualified people at the board
and senior management levels and ensure
that the interests of Board members & senior
executives are aligned with the Company''s
vision and mission statements and are in the
long term interests of the Company.

The Policy is available on the website of the
Company at https://bluejethealthcare.com/
wp-content/uploads/2025/05/nrc-policy.pdf

13. PERFORMANCE EVALUATION OF BOARD,
COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies
Act, 2013, Regulation 17(10) and other applicable
provisions of the Listing Regulations, the Board
of Directors of the Company have formulated
a Board Evaluation Policy which lays down the
manner of evaluation of the Board as a whole,
its committees and the individual Directors.

The Board of Directors on recommendation of
Nomination and Remuneration Committee has
carried out the annual performance evaluation
of the Chairman, Individual Directors, Board

as well as its Committees for the financial
year ended March 31, 2025. The performance
evaluation of the Directors was carried out
by the entire Board, other than the Director
being evaluated.

14. RISK MANAGEMENT POLICY

The Company has in place a risk management
framework and policy that provides an
all-inclusive approach to safeguard the
organisation from various risks, both
operational and strategic through adequate
and timely actions and to anticipate, evaluate
and mitigate the risks that could materially
impact the business objectives. The potential
risks are identified and mitigation measures
are implemented to address the same.

Pursuant to Regulation 21 of the of the Listing
Regulations, a Risk Management Committee
has been constituted with responsibility to
formulate risk management policy, identify,
monitor, mitigate and oversee implementation
of the risk management policy, including
evaluating the adequacy of risk management
and internal control systems, ensure appropriate
methodology, processes and systems that
are in place, review the risks considering
the changing industry dynamics, evolving
complexity and keep the board informed
about the nature and content of its discussions,
recommendations and actions to be taken on
a regular basis. The Risk Management Policy of
the Company is available on the Company''s
website at https://bluejethealthcare.
com/wp-content/uploads/2025/05/
risk-management-policy.pdf.

The other details in this regard are provided in
the Corporate Governance Report, which forms
part of this Annual Report.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies
Act, 2013, Directors of the Company, to the best
of their knowledge and belief, confirm that for
the financial year ended March 31, 2025

i. in the preparation of the Annual Accounts,
the applicable accounting standards have
been followed with proper explanation
relating to material departures;

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

iii. the Directors had taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Companies Act, 2013 for
safeguarding the assets of the Company
and for preventing and detecting fraud
and other irregularities;

iv. the Annual Accounts have been prepared
on a going concern basis;

v. the Directors had devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems
are adequate and operating effectively;

vi. the Directors, had laid down proper internal
financial control and that are adequate
and were operating effectively

16. STATUTORY AUDITORS AND THEIR REPORT

The Members of the Company at the 53rd
Annual General Meeting held on December 31,
2021, have approved the appointment of KKC
& Associates LLP (formerly known as Khimji
Kunverji & Co LLP) Chartered Accountants (Firm
Registration No. 105146W/W100621), as Statutory
Auditors of the Company for a period of 5 (five)
consecutive years from the conclusion of 53rd
Annual General Meeting till the conclusion of
58th Annual General Meeting of the Company
to be held in the year 2026-27.

The Auditors'' Report to the members for the
year under review forms part of this Annual
Report and are unmodified and does not
contain any qualification, reservation or
adverse remark or disclaimer.

17. DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SECTION 143 (12)

During the year under review, there were no
frauds reported by the Auditors to the Audit

Committee or the Board under section 143(12)
of the Companies Act, 2013.

18. SECRETARIAL AUDITOR AND SECRETARIAL
AUDIT REPORT

Pursuant to the provisions of Section 204 of
the Companies Act, 2013, The Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, as amended, the Board
of Directors have appointed M/s. Mehta &
Mehta., Practicing Company Secretaries FRN :
P1996MH007500 in the Board Meeting held on
May 25, 2024 as the Secretarial Auditors of the
Company for the financial year 2024-25.

The Secretarial Auditor, M/s. Mehta & Mehta,
Practicing Company Secretaries, has issued
Secretarial Audit Report in Form MR-3 for
the financial year 2024-25, pursuant to the
provisions of Section 204 of the Companies
Act, 2013, which is annexed to this Board''s
Report as Annexure II

The Secretarial Audit Report to the members
for the year under review does not contain
any qualification, reservation or adverse
remark or disclaimer.

19. INTERNAL AUDITORS

The Company has in place an adequate
internal audit framework to monitor the efficacy
of the internal controls with the objective of
providing to the Audit Committee and the
Board of Directors, an independent, objective
and reasonable assurance on the adequacy
and effectiveness of the Company''s processes.
The Internal Auditor reports directly to the
Chairman of the Audit Committee.

H. H. Chimthanawala & Co., Chartered
Accountants (Firm Registration No.
112363W), were appointed as the Internal
Auditors of the Company for the FY2025 in
the Board Meeting held on August 06, 2024
in accordance with the provisions of Section
138 of the Act read with the Companies
(Accounts) Rules, 2014

20. COST AUDITORS AND COST AUDIT REPORTS

The provisions of section 148 of Companies Act,
2013 are not applicable to the Company, hence
cost accounts and records are not required to
be maintained by the Company.

21. ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

The Company has a well-established internal
control framework, which is designed to
continuously assess the adequacy, effectiveness
and efficiency of financial and operational
controls and the Board is responsible for
ensuring that IFC are laid down in the Company
and that such controls are adequate and
operating effectively. The Company believes
that strengthening of internal controls is an
ongoing process and there will be continuous
efforts to keep pace with changing business
needs and environment.

Your Company''s internal control systems
are commensurate with the nature, size, and
complexity of the businesses and operations.
These are routinely tested and certified
by Statutory as well as Internal Auditor.
Significant audit observations and follow-up
actions are reported to the Audit Committee.

22. SUBSIDIARY, ASSOCIATE COMPANY AND
JOINT VENTURE COMPANY

The Company does not have any company,
which is its Subsidiary, Associate Company and
Joint Venture. Hence the details of this clause
are not applicable to the Company.

23. PARTICULARS OF LOAN, GUARANTEE AND
INVESTMENTS

The details of Investment and Loans advanced
by the Company covered under the provisions
of Section 186 of the Act forms part of Notes to
the Financial Statement.

The Company has not given any guarantee
pursuant to the provisions of Section 186 of the
Companies Act, 2013.

24. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)
and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014,

the Annual Return of the Company is available
on the website of the Company at https://
bluejethealthcare.com/annual-return/

25. PARTICULARS OF CONTRACT/

ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all the
transactions entered into by the Company with
related parties were in compliance with the
applicable provisions of the Act and the Listing
Regulations, details of which are set out in the
Notes to Financial Statements forming part of
this Annual Report. All related party transactions
are entered into only after receiving prior
approval of the Audit Committee. Further, in
terms of the provisions of Section 188(1) of the
Act read with the Companies (Meetings of
Board and its Powers) Rules, 2014, all contracts/
arrangements/ transactions entered into
by the Company with its related parties,
during the financial year under review, were
in ordinary course of business and on arm''s
length and not material nor any transaction
has any potential conflict with the interest of
the Company at large.

I n line with the requirements of the Act and
the Listing Regulations, the Company has
formulated a Policy on dealing with Related
Party Transactions ( ''RPTs'' ) and the same is
available on the website of the Company at
https://bluejethealthcare.com/wp-content/
uploads/2025/05/policy-on-related-party-
transactions.pdf

No transactions were carried out during the
year under review which requires reporting in
Form AOC-2 pursuant to the Section 134 (3) (h)
of the Act read with Rule 8 (2) of the Companies
(Accounts) Rules, 2014.

26. PUBLIC DEPOSITS

During the year under review, the Company
has not accepted or renewed any deposits
from the public within the meaning of Sections
73 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014 and
therefore no disclosure pursuant to Rules 8(5)
(v) and (vi) of the Companies (Accounts) Rules,
2014 are reported.

Hence, the requirement for furnishing of details
relating to deposits covered under Chapter V

of the Act or the details of deposits which are
not in compliance with the Chapter V of the Act
is not applicable.

27. COMPLIANCE WITH SECRETARIAL
STANDARDS ON BOARD MEETING AND
GENERAL MEETINGS

During the Financial Year 2024-25, the
Company has complied with all the relevant
provisions of the applicable mandatory
Secretarial Standards i.e. SS-1 and SS2, relating
to "Meetings of the Board of Directors" and
"General Meetings", respectively issued by the
Institute of Company Secretaries of India and
approved by the Central Government under
Section 118 (10) of the Act.

28. CORPORATE GOVERNANCE

The Company''s Corporate Governance
Practices are a reflection of value system
encompassing culture, policies, and
relationships with the stakeholders. Integrity and
transparency are key to Corporate Governance
Practices to ensure that Company gain and
retain the trust of stakeholders at all times. It is
about maximizing shareholder value legally,
ethically and sustainably. The Board exercises
its fiduciary responsibilities in the widest
sense of the term.

As per Regulation 34(3) read with Schedule V
of the Listing Regulations, a separate section on
Corporate Governance practices followed by
the Company, together with a certificate from
the Company''s Statutory Auditors confirming
compliance with the same has been disclosed
under the Corporate Governance Report
section of this Annual Report.

29. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

Pursuant to provisions of Section 177(9) & (10)
of the Companies Act, 2013 read with Rule 7 of
Companies (Meetings of Board and its Powers)
Rules, 2014 and the Listing Regulations, the
Company has adopted a Whistle Blower Policy
and established the necessary Vigil Mechanism,
for its Directors and employees. Pursuant to the
Policy, the Whistle Blower can raise concerns
relating to Reportable Matters (as defined in
the Policy) such as unethical behavior, breach
of Code of Conduct, actual or suspected

fraud, any other malpractice, impropriety or
wrongdoings, illegality, non-compliance of
legal and regulatory requirements, retaliation
against the Directors & Employees and
instances of leakage of/suspected leakage
of Unpublished Price Sensitive Information of
the Company etc.

Further, the mechanism adopted by the
Company encourages the Whistle Blower to
report genuine concerns or grievances to the
Audit Committee, and provides for adequate
safeguards against victimization of Whistle
Blower, who avail of such mechanism and also
provides for direct access to the Chairman
of the Audit Committee, in appropriate or
exceptional cases. The Audit Committee
oversees the functioning of the same.
Further, no personnel have been denied access
to the Audit Committee during the Financial
Year under review.

The details of this Policy are explained in
the Corporate Governance Report which
forms a part of this Annual Report and also
hosted on the website of the Company at
https://bluejethealthcare.com/wp-content/
uploads/2025/05/vigil-mechanism-
and-whistle-blower-policy.pdf

There was no instance of such reporting during
the financial year ended March 31, 2025.

30. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis
Report in compliance with Regulation 34(2)
(e) and Schedule V of Listing Regulations is
provided in a separate section and forms an
integral part of this report.

31. TRANSFER OF EQUITY SHARES/UNCLAIMED
DIVIDEND TO IEPF

Pursuant to the applicable provisions of the
Act, read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("the
IEPF Rules"), all unpaid or unclaimed dividends
are required to be transferred by the Company
to the IEPF established by the Government of
India, after completion of Seven (7) years.
Further, according to the IEPF Rules, the shares

on which dividend has not been paid or claimed
by the Members for 7 (Seven) consecutive
years or more shall also be transferred to the
demat account of the IEPF Authority.

However, your Company did not have any
funds lying unpaid or unclaimed for a period
of 7(seven) years in Unpaid Dividend Account.
Therefore, there were no funds which were
required to be transferred to Investor Education
and Protection fund (IEPF).

32. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and
commitments, affecting the financial position
of the Company, which have occurred between
the end of the financial year of the Company
and the date of this Report.

33. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

No significant material orders have been
passed by the Regulators or Courts or Tribunals
which would impact the going concern status
of the Company and its future operations.

34. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

As required by the Companies (Accounts)
Rules, 2014 the relevant data pertaining to
conservation of energy, technology absorption
and foreign exchange earnings and outgo
are given in the Annexure III forming part
of this Report.

35. PARTICULARS OF EMPLOYEES

The information required under section
197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules
2014 as amended from time to time in respect
of Directors/employees of the Company is
provided in Annexure IV of this Report.

36. DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards
sexual harassment at workplace and is

committed to provide a safe and secure
working environment for all employees.

The Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment
at Workplace in line with the requirements of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013 and rules made thereunder and the
same is hosted on the Company''s website at
https://bluejethealthcare.com/wp-content/
uploads/9094/07/Policy-on-Prevention-and-
Redressal-of-Sexual-Harassment-of-Women.
pdf. An Internal Complaints Committee (ICC)
has also been set up to redress complaints
received regarding sexual harassment
pursuant to Rule 8(5)(x) of the Companies
(Accounts) Rules, 2014 and complied with the
provisions relating thereto.

The details pertaining to complaints under the
provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 are as below :

Sr.No. Particulars 1. No. of complaints of sexual harassment received in the year - Nil 2. No. of complaints disposed off during the year - Nil 3. No. of cases pending for more than ninety days - Nil

37. COMPLIANCE UNDER MATERNITY BENEFIT
ACT, 1961

The Company has complied with the provisions
relating to the Maternity Benefit Act, 1961.

38. INDUSTRIAL RELATION

Industrial Relations at all sites of the
Company during the year under review
continued to be cordial.

General Disclosures

Your Directors state that:

1. There was no change in the nature of
business of the Company during the
financial year ended March 31, 2025.

2. During the year, no significant or material
orders were passed by the Regulators
or Courts or Tribunals which impact the
going concern status and Company''s
operation in future.

3. During the financial year under review no
disclosure or reporting is required with
respect to issue of equity shares with
differential rights as to dividend, voting
or otherwise, issue of Sweat equity shares
and Buyback of shares.

4. No proceedings are filed by the Company
or pending against the Company under
the Insolvency and Bankruptcy Code, 2016.

5. The Company serviced all the debts &
financial commitments as and when
they became due with the bankers or
Financial Statements.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere
thanks to bankers, financial institutions, business
associates, consultants, and various Government
Authorities for their continued support extended to
your Companies activities during the year under
review. Your directors also acknowledge gratefully
the shareholders for their support and confidence
reposed on your Company.

For and on behalf of the Board of Directors
For Blue Jet Healthcare Limited

Sd/-

Akshay Bansarilal Arora
Date: August 22, 2025 Executive Chairman

Place: Navi Mumbai (DIN: 00105637)

---

Mar 31, 2024

The Board of Directors are pleased to present their 56^th Annual Report on the business and operations of Blue Jet Healthcare Limited ("the Company") along with Audited Financial Statements, prepared in compliance with Ind AS Accounting Standards, for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY AND PERFORMANCE HIGHLIGHTS

The summarized financial results for the year are as under:		H in Million
Particulars	March 31, 2024	March 31, 2023
	Standalone	Standalone
Revenue from operations	7,115.98	7,209.82
Other Income	288.60	239.56
Total Revenue	7,404.58	7,449.38
Profit before depreciation & amortization, Finance cost and Tax expense	2,580.90	2,430.44
Depreciation and amortization	280.91	250.74
Finance Costs	1.61	13.59
Profit after depreciation & amortization, Finance cost before exceptional items and tax expense	2,298.38	2,166.11
Exceptional Items	97.43	-
Tax expenses	563.44	565.84
Profit after Tax	1,637.51	1,600.27
Basic earnings per equity share (in h)	9.44	9.23
Diluted earnings per equity share (in h)	9.44	9.23

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

FY2024 has been a successful year for the Company. The Company''s performance during the year has slightly went down as compared to the previous year and recorded total revenue of H7,404.58 Million as compared to H7,449.38 Million for the previous year. The earnings before interest, taxes, depreciation, and amortization for the year was H2,580.90 Million as compared to H2,430.44 Million for the previous year. The Company had an increase in net profit after tax amounting to H1,637.51 Million as compared to H1,600.27 Million for the previous year. The EPS on financials for the year ended on March 31, 2024 was H9.44.

Outlook of the Business has been discussed in the Management Discussion and Analysis which forms part of this Annual Report.

3. STATE OF COMPANY''S AFFAIR AND BUSINESS OVERVIEW

The Company''s State of Affairs & Business Overview is given in the Management Discussion and Analysis, which forms part of this Annual Report.

4. DIVIDEND

Based on the Company''s Performance and in terms of Dividend Distribution Policy of the Company, the Directors of your Company has recommended a Final Dividend of H1 /- (Rupee One) per equity share

having face value of H2 /- (Rupees Two) (i.e. @ 50% per equity share of face value H2 each) for the year ended March 31, 2024, subject to the approval of Members at the ensuring 56^th Annual General Meeting of the Company.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. 1^st April, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

The payment of proposed dividend is in compliance with the Dividend Distribution Policy. The Dividend Distribution Policy in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations 2015") shall be disclosed on the website of the Company and a web link shall also be provided in the Annual Report. Accordingly, the Dividend Distribution Policy of the Company can be accessed using the following link: https://bluejethealthcare. com/wp-content/uploads/2023/03/DIVIDEND-POLICY.pdf

5. TRANSFER TO RESERVES

The closing balance of retained earnings of the Company for the financial year ended March 31, 2024, after all appropriations and adjustments was H8,105.30 Million. During this year, the Company has not transferred any amount to general reserve.

6. SHARE CAPITAL

During the year under review, the Company has not issued any equity or preference shares and shares with differential voting rights or sweat equity shares, nor has it granted any stock options. There is no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of the Company.

As on March 31, 2024, the Authorized Share Capital of the Company is H47,00,00,000/- (Rupees Forty Seven Crores only) divided into 22,50,00,000 (Twenty Two Crores Fifty Lakhs) equity shares of H2 each (Rupees Two only) and 20,00,000 (Twenty Lakhs) 0.1% Redeemable Preference shares of H10 each (Rupees Ten only).

As on March 31, 2024, the issued, subscribed and paid-up equity share capital of the Company is H34,69,30,850/- (Rupees Thirty Four Crore Sixty Nine Lakhs Thirty Thousand Eight Hundred and Fifty) divided into 17,34,65,425 (Seventeen Crore Thirty Four Lakhs Sixty Five Thousand Four Hundred and Twenty Five) Equity Shares of H2/- (Rupees Two only) each, 15,00,000 (Fifteen Lakhs) 0.1% Redeemable Preference Shares of H10/- (Rupees Ten only) each.

The Company made an Initial Public Offer (IPO) during the year through the Offer For Sale (OFS) route and listed its equity shares on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on 1^st November, 2023. The stock code of the Company at BSE is 544009 and NSE symbol is BLUEJET.

7. BOARD AND ITS COMMITTEES

Number of Board Meetings

Your Board meets at regular intervals to discuss and decide on business strategies/policies and review the Company''s financial performance. During the FY2023-24, 8 (Eight) Board Meetings were held. The meetings were held Physically/virtually in accordance with the applicable provisions of the Companies Act, 2013. The details relating to Board Meetings and attendance of Directors in each board meeting held during the FY2023-24 has been separately provided in the Corporate Governance Report.

Committees of the Board

The constitution of the Board Committees is in acquiescence of provisions of the Companies Act, 2013 and the relevant rules made thereunder, Listing Regulations and the Articles of Association of the Company. The Board has constituted 5 (Five) Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging its responsibilities.

The composition, terms of reference, attendance of directors at the meetings of all the above Committees has been disclosed in the Corporate Governance Report.

There has been no instance where the Board has not accepted any of the recommendations of the Audit Committee.

8. A STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TO INTEGRITY EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board is of the opinion that the Independent Directors appointed on the Board of the Company, are persons of high integrity and reputation and possess the requisite expertise and experience (including the proficiency).

9. DIRECTORS'' AND KEY MANGERIAL PERSONNEL

Directors

As on March 31, 2024, the Company has 6 (Six) Directors comprising of 3 (three) Executive Directors and 3 (three) Non-Executive Independent Directors out of which there are 2 (two) Independent Women Director. During the year there were no changes in the Directors and Key Managerial Personnel of the Company.

Director Retiring By Rotation

Y ursuant to the provisions of Section 152(6)(d) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Naresh Suryakant Shah (DIN: 03073963) retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The necessary disclosures required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 on General Meetings issued by the Institute of Company Secretaries of India, for the above-mentioned re-appointment are provided in the Annual General Meeting Notice of the Company.

Key Managerial Personnel

As on March 31, 2024, the following person have been designated as Key Managerial Personnel ("KMP") of the Company pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No	Name	Designation
1.	Mr. Shiven Akshay Arora	Managing Director
2.	Mr. Karuppannan Ganesh	Chief Financial Officer
3.	Ms. Sweta Poddar	Company Secretary & Compliance Officer

10. DECLARATIONS FROM INDEPENDENT DIRECTORS

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing Regulations. The Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (the Act) read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations.

Corporate Social Responsibility

The Company has adopted a Corporate Social Responsibility Policy in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 which can be accessed at https://bluejethealthcare.com/wp-content/ uploads/2024/07/CSR-Policy.pdf. The Policy inter alia briefs the areas in which CSR outlays can be made, objectives, the various CSR Programs/Projects which can be undertaken, implementation of the said programs and projects, criteria for identification of the implementing agencies, monitoring and evaluation mechanisms and annual action plan.

T he brief outline of the CSR Policy of the company and the initiatives undertaken by the company during the financial year ended March 31, 2024, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in "Annexure-I" to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

11. COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

On the recommendation of Nomination and Remuneration Committee, the Company has formulated and adopted a Nomination and Remuneration Policy which is in accordance with the Companies Act, 2013 and the Listing Regulations. The Policy aims to attract, retain and motivate qualified people at the board and senior management levels and ensure that the interests of Board members & senior executives are aligned with the Company''s vision and mission statements and are in the longterm interests of the Company.

T he Policy is available on the website of the Company at https://bluejethealthcare.com/wp-content/uploads/2023/03/NOMINATION-AND-REMUNERATION-POLICY.pdf

12. RISK MANAGEMENT POLICY

The Company has in place a risk management framework and policy that provides an all-inclusive

approach to safeguard the organisation from various risks, both operational and strategic through adequate and timely actions and to anticipate, evaluate and mitigate the risks that could materially impact the business objectives. The potential risks are identified and mitigation measures are implemented to address the same.

T ursuant to Regulation 21 of the of the Lisitng Regulations, a Risk Management Committee has been constituted with responsibility to formulate risk management policy, identify, monitor, mitigate and oversee implementation of the risk management policy, including evaluating the adequacy of risk management and internal control systems, ensure appropriate methodology, processes and systems that are in place, review the risks considering the changing industry dynamics, evolving complexity and keep the board informed about the nature and content of its discussions, recommendations and actions to be taken on a regular basis. The Risk Management Policy of the Company is available on the Company''s website at https://bluejethealthcare. com/wp-content/uploads/2023/03/RISK MANAGEMENT POLICY.pdf. The other details in this regard are provided in the Corporate Governance Report, which forms part of this Annual Report.

13. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

T ursuant to the provisions of the Companies Act, 2013, Regulation 17(10) and other applicable provisions of the Listing Regulations, the Board of Directors of the Company have formulated a Board Evaluation Policy which lays down the manner of evaluation of the Board as a whole, its committees and the individual Directors.

The Board of Directors on recommendation of Nomination and Remuneration Committee has carried out the annual performance evaluation of the Chairman, Individual Directors, Board as well as its Committees for the financial year ended March 31, 2024. The performance evaluation of the Directors was carried out by the entire Board, other than the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Nomination and Remuneration Committee at its Meeting held on March 29, 2024 reviewed the reports on performance assessment of the Board, its committees and individual directors and found them to be satisfactory.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

T ursuant to Section 134(3)(c) of the Companies Act, 2013, Directors of the Company, to the best of their knowledge and belief, confirm that for the financial year ended March 31, 2024:

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;

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

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Annual Accounts have been prepared on a going concern basis;

v. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

vi. the Directors, had laid down proper internal financial control and that are adequate and were operating effectively.

15. STATUTORY AUDITORS AND THEIR REPORT

The Members of the Company at the 53^rd Annual General Meeting held on December 31, 2021, have approved the appointment of KKC & Associates LLP (formerly known as Khimji Kunverji & Co LLP) Chartered Accountants (Firm Registration No. 105146W/W100621), as Statutory Auditors of the Company for a period of 5 (five) consecutive years from the conclusion of 53^rd Annual General Meeting till the conclusion of 58^th Annual General Meeting of the Company to be held in the year 2026-27.

The Auditors'' Report to the members for the year under review forms part of this Annual Report and are unmodified and does not contain any qualification, reservation or adverse remark or disclaimer.

16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review, there were no frauds reported by the Auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

17. SECRETARIAL AUDIT REPORT AND SECRETARIAL AUDITOR

P ursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors have appointed M/s Kush Gupta & Co., Practicing Company Secretaries in the Board Meeting held on July 10, 2023, as the Secretarial Auditors of the Company for the FY2024.

P he Secretarial Auditor, M/s Kush Gupta & Co., Practicing Company Secretaries, has issued Secretarial Audit Report in Form MR-3 for the FY2024, pursuant to the provisions of Section 204 of the Companies Act, 2013, which is annexed to this Board''s Report as “Annexure II".

The Secretarial Audit Report to the members for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

18. INTERNAL AUDITORS

P he Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company''s processes. The Internal Auditor reports directly to the Chairman of the Audit Committee.

P . H. Chimthanawala & Co., Chartered Accountants (Firm Registration No. 112363W), were appointed as the Internal Auditors of the Company for the FY2024 in the Board Meeting held on July 10, 2023 in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

19. COST AUDITORS AND COST AUDIT REPORTS

The provisions of section 148 of Companies Act, 2013 are not applicable to the Company, hence cost accounts and records are not required to be maintained by the Company.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

According to Section 134(5)(e) of the Act and Regulation 17(8) of Listing Regulations in terms of internal control over financial reporting, the term Internal Financial Control (''IFC'') means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls and the Board is responsible for ensuring that IFC are laid down in the Company and that such controls are adequate and operating effectively.

The Company believes that strengthening of internal controls is an ongoing process and there will be continuous efforts to keep pace with changing business needs and environment.

Your Company''s internal control systems are commensurate with the nature, size, and complexity of the businesses and operations. These are routinely tested and certified by Statutory as well as Internal Auditor. Significant audit observations and follow-up actions are reported to the Audit Committee.

21. SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURE COMPANY

The Company does not have any company, which is its Subsidiary, Associate Company and Joint Venture. Hence the details of this clause are not applicable to the Company.

22. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

The details of Investment and Loans advanced by the Company, if any, covered under the provisions of Section 186 of the Act forms part of Notes to the Financial Statement.

The Company has not given any guarantee pursuant to the provisions of Section 186 of the Companies Act, 2013.

23. ANNUAL RETURN

Y ursuant to the provisions of Section 134(3) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://bluejethealthcare.com/annual-retum/

24. PARTICULARS OF CONTRACT/ ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all the transactions entered into by the Company with related parties were in compliance with the applicable provisions of the Act and the Listing Regulations, details of which are set out in the Notes to Financial Statements forming part of this Annual Report. All related party transactions are entered into only after receiving prior approval of the Audit Committee. Further, in terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, all contracts/arrangements/ transactions entered into by the Company with its related parties, during the financial year under review, were in ordinary course of business and on arm''s length and not material nor any transaction has any potential conflict with the interest of the Company at large.

I n line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on dealing with Related Party Transactions (''RPTs'') and the same is available on the website of the Company at https://bluejethealthcare.com/ wp-content/uploads/2023/03/Policy-on-related-party-transaction-l.pdf

No transactions were carried out during the year which requires reporting in Form AOC - 2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

25. PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits from the public within the meaning of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and therefore no disclosure pursuant to Rules 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 are reported.

Y ence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

26. COM PLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During the FY2024, the Company has complied with all the relevant provisions of the applicable mandatory Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Act.

27. CORPORATE GOVERNANCE

Y he Company''s Corporate Governance Practices are a reflection of value system encompassing culture, policies, and relationships with the stakeholders. Integrity and transparency are key to Corporate Governance Practices to ensure that Company gain and retain the trust of stakeholders at all times. It is about maximizing shareholder value legally, ethically and sustainably. The Board exercises its fiduciary responsibilities in the widest sense of the term.

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Statutory Auditors confirming compliance with the same has been disclosed under the Corporate Governance Report section of this Annual Report.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY

D ursuant to provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations, the Company has adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, for its Directors and employees. Pursuant to the Policy, the Whistle Blower can raise

2. During the year, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operation in future.

3. During the financial year under review no disclosure or reporting is required with respect to issue of equity shares with differential rights as to dividend, voting or otherwise, issue of Sweat equity shares and Buyback of shares.

4. No proceedings are filed by the Company or pending against the Company under the Insolvency and Bankruptcy Code, 2016.

5. The Company serviced all the debts & financial commitments as and when they became due with the bankers or Financial Statements.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, financial institutions, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.