Blue Jet Healthcare Ltd

Dear Members,

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

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 H 2 /- (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 H 47,00,00,000/- (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

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. 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:

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.

The 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 long-term interests of the Company.

The 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.

Pursuant 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

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, 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

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, 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 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

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 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.

The 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

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 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

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/

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.

In 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-1.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.

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.

26.COMPLIANCE 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

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.

28.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/2023/03/Vigil-Mechanism-and-Whistle-Blower-Policy-1.pdf

There was no instance of such reporting during the financial year ended March 31, 2024.

29. MANAGEMENT DISCUSSION & 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.

30.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, the Company has not declared any dividend, the disclosure requirement as per the above provisions is not applicable to the Company.

31. 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.

32.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.

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

As required under Rule 8 of 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.

34.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.

35.DISCLOSUREUNDERSEXUALHARASSMENT 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/2024/07/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.

During the year under review, no cases were filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. 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, 2024.

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.