Broach Lifecare Hospital Ltd Directors Report

To

The Members of

M/s. BROACH LIFECARE HOSPITAL LIMITED

Your Directors have pleasure in presenting the 2^nd Boards Report together with the Audited Statement of Accounts and the Auditors Report of your company for the financial period ended 31st March, 2025.

FINANCIAL HIGHLIGHTS

The Companys performance during the financial year ended March 31, 2025 as compared to the previous financial year is summarized below:

(Amount in Lakhs)

Particulars	202425	202324
Net Sales / Income from Business Operations	317.94	260.58
Other Income	4.58	0.00
Total Income	322.52	260.58
Less: Expenses	250.91	167.24
Profit / Loss before tax and Extra Ordinary / Exceptional Items	71.61	93.34
Less: Extra Ordinary / Exceptional Items	0.00	0.00
Profit Before Tax	71.61	93.34
Less: Current Income Tax	15.88	21.00
Less: Previous period Adjustment of Income Tax	0.00	0.00
Less: Deferred Tax	2.14	2.58
Net Profit After Tax	53.59	69.76

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

During the period under review, the Company has earned Rs. 317.94 Lakhs as revenue from operations as compared to 260.58 Lakhs for the previous year. However, the net profit for the period under review has been Rs. 71.61 Lakhs as compared to 69.76 Lakhs for the previous year. Your Directors are continuously looking for avenues for future growth of the Company. They are working on enhancing revenues and profitability of the company. It will now be the Companys endeavor to improve on it in the years ahead. The Company got listed on SME platform of BSE Limited during the year.

change in nature of business:

The Company is primarily engaged in the activities of healthcare services. During the period under review, there was no change in nature of business of the Company.

dividend

With a view to conserve the resources for future prospect and growth of the Company, the Board of Directors of the Company have not recommended any Dividend on Equity Shares of the Company. Dividend Distribution policy is uploaded on website at www.maplehospital.in.

annual return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2024 is available on the website of the Company at www.maplehospital.in, under the section ‘Investor Relations.

transfer to reserves in terms of section 134 (3) (J) of the companies act, 2013

It is not proposed to transfer any amount to reserves out of the profits earned during FY 202425.

information about subsidiary/ joint venture/ associate company

The Company does not have any Subsidiary, Joint venture or Associate Company. No Company has become or ceased to be subsidiary, Joint Venture or Associate Company during the period under the review.

corporate social responsibilty:

The provision of Section 135 of Companies Act, 2013 and rules made thereunder are not applicable to our Company for the financial year ended 31st March, 2025.

corporate governance:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance under Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not apply to our Company. Therefore, the Company has not provided a separate report on Corporate Governance.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

During the year, there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position, have occurred between the end of the financial year of the Company and date of this report.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Period 202425, the Company held 11 (Eleven) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

Sr. No Date of Board Meeting	Board Strength	Number of Directors present
1 02/04/2024	5	5
2 22/05/2024	5	5
3 24/05/2024	5	5
4 15/06/2024	5	5
5 04/07/2024	5	5
6 15/07/2024	5	5
7 06/08/2024	5	5
8 19/08/2024	5	5
9 30/10/2024	5	5
10 14/11/2024	5	5
11 13/03/2025	5	5

 

S,r Name No	No. of Board meeting Entitled to attend	No. of Board meeting Attended
1. Dr. Jaykumar Narendra Vyas	11	11
2. Dr. Shachi Jaykumar Vyas	11	11
3. Mrs. Dhyuti Krupesh Joshi	11	11
4. Mr. Mehul Narendrakumar Hingu	11	11
5. Mr. Shrikrishna Ramesh Chaudhari	11	11

Meetings of Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Board met 1 time during the Financial Period under review as follows:

S. No. Date of Committee Meeting	Number of members of Committee	Number of members who attended the Committee Meeting
1. 13/03/2025	3	3

Meetings of Audit Committee

The Audit Committee of the Board met 10 times during the Financial Period under review as follows:

S. No. Date of Committee Meeting	Number of members of Committee	Number of members who attended the Committee Meeting
1. 02/04/2024	3	3
2. 22/05/2024	3	3
3. 15/06/2024	3	3
4. 04/07/2024	3	3
5. 15/07/2024	3	3
6. 06/08/2024	3	3
7. 19/08/2024	3	3
8. 30/10/2024	3	3
9. 14/11/2024	3	3
10. 13/03/2025	3	3

Meetings of Nomination and Remuneration Committee Meeting

The Nomination and remuneration Committee of the Board met 2 times during the Financial Period under review as follows:

S. No. Date of Committee Meeting	Number of members of Committee	Number of members who attended the Committee Meeting
1. 02/04/2024	3	3
2. 13/03/2025	3	3

MEETINGS OF THE MEMBERS

During the Financial Period 202425, the Company held 1 (One) general meetings of the members which is summarized below.

SN Date of Meeting	Type of Meeting	Members Strength	No. of Members Present
1. 01/07/2024	Annual General Meeting	8	7

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the

Company confirms that

(a) In the preparation of the annual accounts for the Financial period ended on 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 the financial period and of the profit and loss of the company for that period;

(c) The directors had 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All the related party transactions entered by the Company were at arms length and in the ordinary course of business. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority. The material contracts or arrangements entered into during the Financial Period 202425 are disclosed in Form AOC2 annexed herewith as Annexure: 1. The details of all related party transactions are disclosed in Notes to Financial Statements.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure 2_attached herewith and forms part of this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in a separate exhibit which is available on the website of the Company www.maplehospital.in, under the section ‘Investor Relations, and is also available for inspection by the Members up to the date of the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report. Same is annexed as Annexure 3.

AUDITORS

Statutory Auditor

Present statutory Auditor M/s. K. K. Haryani & Co., Chartered Accountants (FRN: 121950W) were reappointed at first Annual general meeting held on 1^st July, 2024 to hold office till conclusion of Sixth Annual General meeting of the company. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company. The company had received eligibility certificate from the auditor.

Internal Auditors appointment

M/s. R. M. Hariyani & Co, Chartered Accountant (Firm Registration No. 147657W), Bharuch, Internal Auditor of the Company in pursuance of Section 138 of the Companies Act, 2013, and applicable provisions of Listing Regulations for the Financial Year 202425, in the Board meeting held on Thursday, November 14, 2024.

Secretarial Auditors appointment

M/s. N R Shah & Co, Practicing Company Secretary, Vadodara as Secretarial Auditor of the Company in pursuance to the provisions of the section 204 of the Companies Act, 2013 for the Financial Year 202425, in the Board meeting held on Thursday, November 14, 2024.

STATUTORY AUDITORS REPORT

The auditors report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31,2025

As required under provisions of Section 204 of the Companies Act, 2013, the reports in respect of the Secretarial Audit for FY 202425 carried out by M/s. N R Shah & Co, Practicing Company Secretaries, in Form MR3 forms part to this report and annexed as Annexure4. The said report does not contain any adverse observation or qualification or modified opinion except comments non filing of Form MGT 14 & CHG 1. No charge instrument is executed by the Bank for such Overdraft facility. The Company is taking required steps to fulfill the requirement of Companies Act, 2013. Delay of 1 day for intimation of trading window closure was unintentional. Same was due to lack of clarity regarding appropriate platform or channel for submission of said intimation.

REPORTING OF FRAUD BY AUDITORS

During the period under review, statutory auditor has not reported under section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the company by its officers or employees.

LOANS, GUARANTEES AND INVESTMENTS

Kindly refer the financial statements for the loans, guarantees and investments given/made by the Company as on March 31,2025.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A. Conservation of Energy, Technology Absorption CONSERVATION OF ENERGY:

(i) The steps taken or impact on conservation of energy.	The Company exercised the strict control in its operations to minimize the power cost and reduce the waste of energy.
(ii) The steps taken by the company for utilizing alternate sources of energy.	N. A.
(iii) The capital investment on energy conservation equipments.	N. A.

TECHNOLOGY ABSORPTION:

1 Efforts in brief, made towards technology absorption, adaptation and innovation	None
2 Benefits derived as a result of the above efforts	N. A.
3 Information Regarding Imported Technology	N. A.
4 Expenditure Incurred on R & D	N. A.

B. Foreign exchange earnings and Outgo

Particulars	Amount in Lakhs
Earnings	NIL
Outgo	NIL

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

DIRECTORS & KMP

During the period, the composition of the Board of Directors of your Company has been in conformity with the requirements of the Companies Act, 2013. The Board of Directors of the Company as on 31st March, 2025 consisted of 5 Directors. During the year, there

was no change in constitution of Board of directors of the Company. There was no changes in KMP during the year.

Mrs. Shachi Jaykumar Vyas, WholeTime Director of the company, was retired by rotation and was reappointed as a director at the 1st Annual General Meeting of the Company held on July 1,2024.

Mrs. Dhyuti Krupesh Joshi, Chairperson and NonExecutive Director of the Company, retire by rotation at the ensuing Annual General Meeting in terms of Section 152, and has offered herself for reappointment. The Board of Directors, based on the recommendation of the Nomination and Remuneration (“NRC”) Committee, has recommended her reappointment.

The resolution for the above reappointment of Director is incorporated in the Notice of the ensuing Annual General Meeting. In the opinion of the Board, all the Directors possess the requisite qualifications, experience, and expertise and hold high standards of integrity.

Composition of Board

The composition of the Board of Directors as on March 31,2025 is as under:

S,r Name No	DIN	Date of Appointment	Designation
1. Dr. Jaykumar Narendra Vyas	08736387	April 25, 2023	Managing Director
2. Dr. Shachi Jaykumar Vyas	09063799	April 25, 2023	Wholetime Director
3. Mrs. Dhyuti Krupesh Joshi	08736388	October 5, 2023	Chairman & NonExecutive Director
4 Mr. Mehul Narendrakumar . Hingu	10404685	December 9, 2023	NonExecutive Independent Director
5 Mr. Shrikrishna Ramesh . Chaudhari	10427970	December 15, 2023	NonExecutive Independent Director

Details of KMP as on March 31,2025 is as under:

S,r Name No	Date of Appointment	Designation
1. Urvi Mrunal Hindia	01/12/2023	Chief Financial Officer
2. Swati Sharma	21/12/2023	Company Secretary and Compliance officer

DISCLOSURE OF COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholder Relationship Committee (SRC) Committee on 21^st December, 2023 and duly complied with the provisions of the Companies Act, 2013.

The SRC Committee of the Board of the Company comprises of the following members as on 31^st March, 2025:

Name of Director	Position in the Committee	Designation
Mr. Shrikrishna Ramesh Chaudhari	Chairperson	Non Executive Independent Director
Dr. Jaykumar Narendra Vyas	Member	Managing Director
Dr. Shachi Jaykumar Vyas	Member	Wholetime Director

The Company Secretary of the Company act as a Secretary of the Committee.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The provisions of Sec.177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2013 have now become applicable to the Company. The Company has constituted Audit Committee on 21^st December, 2023. The Audit Committee constitution is as follows as on 31^st March, 2025:

Name of Directors	Position in the Committee	Designation
Mr. Mehul Narendrakumar Hingu	Chairperson	Non Executive Independent Director
Mr. Shrikrishna Ramesh Chaudhari	Member	Non Executive Independent Director
Dr. Jaykumar Narendra Vyas	Member	Managing Director

The Company Secretary of the Company act as a Secretary of the Committee.

DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee has become applicable to the Company. Nomination and Remuneration Committee (NRC) of the Board has been constituted. The Company has constituted NRC Committee on 21^st December, 2023. The NRC consists of the following Directors as on 31^st March, 2025:

Name of Directors	Position in the Committee	Designation
Mr. Shrikrishna Ramesh Chaudhari	Chairperson	Non Executive Independent Director
Mr. Mehul Narendrakumar Hingu	Member	Non Executive Independent Director
Mrs. Dhyuti Krupesh Joshi	Member	Non Executive Director and Chairperson

The Company Secretary of the Company act as a Secretary of the Committee.

Nomination and Remuneration Policy:

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors of the Company has adopted the Nomination and Remuneration Policy (the “Policy”). The Policy, inter alia, provides guidelines for the appointment, removal and remuneration of the Directors, Key Managerial Personnel and Senior Managerial Personnel of the Company. The said policy can be downloaded from the web link: https://www.maplehospital.in/InvestorRelations.aspx

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6), Code for independent directors of the Companies Act, 2013 and they have registered their names in the Independent Directors Databank. All those Independent Directors who are required to undertake the online proficiency selfassessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.

Based on the disclosures received from all independent directors and in the opinion of the Board, the independent directors fulfil the conditions specified in the Act, the Listing Regulations, listing manual and are independent of the Management. In the opinion of the Board, the independent directors so appointed possess requisite integrity, expertise, experience and proficiency.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Directors are regularly informed during meetings of the Board and its Committees on the activities of the Company, its operations and issues faced by the industry. The details of familiarization programs provided to the Directors of the Company are available on the Companys website www.maplehospital.in.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated. During the year under review the said evaluation had been carried out.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the “Whistle Blower Policy” as the vigil mechanism for Directors and employees of the Company.

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the “Whistle Blower Policy” as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of Company.

PREVENTION OF INSIDER TRADING

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close.

The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and said code is available on the website of the Company www.maplehospital.in.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, as applicable. The Company provides all applicable benefits to women employees in accordance with the said Act, including maternity leave, nursing breaks, and other prescribed entitlements. The Company is committed to ensuring a safe, inclusive, and supportive work environment for all employees, particularly women during and after maternity.

COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company is duly constituted an Internal Complaints Committee (ICC) to redress complaints, if any, regarding sexual harassment.

During the financial year under review, no complaint was received by the Committee under the said Act.

CHANGES IN SHARE CAPITAL STRUCTURE OF THE COMPANY

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the period under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the period under review.

c. BONUS SHARES

The Company has not Bonus shares during the period under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

Authorized Capital and Changes thereon, if any.

During the year, there was no change in authorized share capital of the company.

Initial Public Offering (IPO) & Listing

During the year under review, the Company has issued and allotted 16,08,000 equity shares having face value of Rs. 10/ each ranking pari passu, through Initial Public Offerings on August 19, 2024. The equity shares of the Company (of face value Rs. 10/ each) were admitted and listed at SME Platform of BSE Limited w.e.f. August 21,2024.

ORDER OF COURT

There are no significant and material orders passed by the Regulators, courts or Tribunals impacting the going concern status and Companys Operations in future.

COMPLIANCE OF SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

MAINTENANCE OF COST RECORDS & COST AUDIT

The maintenance & audit of cost records under section 148 of the act is not applicable to the Company.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceeding, either filed the Company or filed against the company, pending under the insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the period, 202425.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the period under the review, there has been no one time settlement of loan from banks and financial institution.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued cooperation received from the Banks, Government Authorities, Customers and Shareholders during the period under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

For & on behalf of Board of Directors of M/s. BROACH LIFECARE HOSPITAL LIMITED

Regd office:

501,5th Floor, Corporate House,

Above Bharuch Orthopaedic Hospital,

R K Casta, Bharuch, Bharuch,

Gujarat, India, 392001. Sd/ Sd/

JAYKUMAR NARENDRA VYAS SHACHI JAYKUMAR VYAS Date: 30/05/2025 DIN: 08736387 DIN: 09063799

Place: Bharuch Managing Director Wholetime director

Annexure 3