Hemant Surgical Industries Ltd Directors Report

The Members

Hemant Surgical Industries Limited Mumbai

Your Directors have the immense pleasure to present the 36^th (Thirty-Sixth) Boards Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2025 is summarized below:

(Amount in Rs. Lakh)

Particulars	Standalone
	Year ended March 31, 2025	Year ended March 31, 2024
Total Income (Revenue)	11,163.90	10,991.60
Less: Expenses	10,108.37	9,713.47
Profit/(Loss) before taxation	1,055.53	1,278.13
Less: Tax Expense	242.32	298.14
Profit/(Loss) after tax	813.21	979.99

2. OPERATIONS & STATE OF COMPANYS AFFAIRS

During the financial year ended on March 31, 2025, the profit before tax stood at Rs. 1,055.53 lakhs as against profit of Rs. 1,278.13 lakhs in the previous year. The net profit for the year 2025 stood at Rs. 813.21 lakhs against profit of Rs. 979.99 lakhs reported in the previous year.

The Company continues to focus on strengthening its operational framework and establishing a solid foundation for future growth. Your directors remain confident in the Companys long-term prospects and are optimistic about continued improvement in performance in the years ahead.

3. CHANGES IN THE NATURE OF BUSINESS, IF ANY

During the year the Company is in the business of Medical Equipment & Supplies. There is no change in nature of the business of the Company. The Company has its registered office at Mumbai.

4. DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended on March 31, 2025.

The Company does not propose to transfer any amount to reserves.

5. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 10,50,00,000 (Rupees Ten Crore Fifty Lakhs only) divided into 1,05,00,000 (One Crore Five Lakhs only) equity shares of Rs. 10/- each ranking pari-passu in all respect with the existing Equity Shares of the Company.

The issued, subscribed and paid-up share capital of the Company as on March 31, 2025, is Rs. 10,44,00,000 (Ten Crore Forty-Four Lakhs only) divided into 1,04,40,000 (One Crore Four Lakh Forty Thousand only) Equity shares of Rs. 10 each fully paid-up.

The Company has also not issued any shares with differential voting rights or sweat equity shares during the year, and accordingly, no disclosures are required under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

Further, there are no shares held by trustees for the benefit of employees; hence, the provisions of Rule 16(4) of the said Rules are not applicable.

6. LISTING

The Companys equity shares continue to remain listed on the SME Platform of BSE Limited under

Scrip Code 544036. The Company has duly paid the annual listing fees for the financial year 2024 25.

There are no instances of non-compliance with the listing obligations, and the Company has complied with all applicable rules, regulations, and guidelines issued by BSE and SEBI during the year arrears.

7. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2025, the Company is having one (1) wholly owned subsidiary viz. SOLAR OPTO-MEDIC PRIVATE LIMITED.

During the year under review, the Company has acquired Solar Opto-Medic Private Limited, Gujarat on March 13, 2025 by subscribing 100% Equity Shares of the Company making him wholly owned subsidiary of Hemant Surgical Industries Limited.

The details as required under Rule 8 of the Companies (Accounts) Rules, 2014 regarding the performance and financial position of the said Subsidiary are provided in Form AOC-1, which form part of the Consolidated Financial Statements of the Company for the financial year ended March 31, 2025.

8. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, the Audited Consolidated Financial Statements of the Company form part of the Annual Report for the financial year 2024 25.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Companys subsidiaries, associates, and joint ventures, in the prescribed format

Form AOC-1, is annexed to this Report as "Annexure I".

In accordance with Section 136 of the Act, the Financial Statements of the Subsidiaries are also made available on the Companys website i.e. www.hemantsurgical.com under the Investors Section.

9. CORPORATE GOVERNANCE

As a Small and Medium-sized Enterprise (SME) listed on the SME exchange of BSE Limited, the Company is exempt from complying with certain corporate governance provisions. Specifically, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, compliance with corporate governance requirements specified in Regulations 17 to 27, clauses (b) to (i) of sub-regulation 2 of Regulation 46, and Para C, D, and E of Schedule V is not mandatory. Therefore, corporate governance does not form part of this Boards Report

However, the Company is committed to adhering to good corporate governance practices. We are working diligently to ensure that our governance practices align with the highest standards and contribute to the overall integrity and transparency of the organization.

10. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the financial year ended on March 31, 2025 is available on the website of the Company at www.hemantsurgical.com under Investor Information tab.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provision of section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Mrs. Nehal Vishal Thakkar (DIN: 09845001), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re- appointment.

All Independent Directors have furnished the declarations to the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations and the Board has taken on record the said declarations after undertaking due assessment of the veracity of the same.

The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Brief profile of the Director seeking re-appointment has been given as an annexure to the Notice of the ensuing AGM.

During the year 2024-25, following Directors/KMP were appointed/resigned:

a. Mrs. Kshama Dharnidharka (DIN: 07662396) was appointed as Additional Director in the category of Non-Executive Independent Director of the Company w.e.f. December 19, 2024, and is eligible to be regularized as Director (Non-Executive Independent Director) of the Company in ensuing Annual General Meeting.

b. Mr. Ketan Chandrakant Dave (DIN: 10894209) was appointed as Additional Director in the category of Non-Executive Independent Director of the Company w.e.f. January 02, 2025 but due to his health conditions he has given his resignation letter dated August 28, 2025. c. Mr. Sourabh Ajmera (DIN: 06876514) ceased to be Independent Director of the Company due to completion of tenure of his term w.e.f. December 19, 2024.

d. Mrs. Pooja Kirti Kothari (DIN: 09833311) ceased to be Independent Director of the

Company due to completion of tenure of her term w.e.f. January 02, 2025.

After the closure of the financial year, the following Directors/KMP were appointed/resigned: a. Mr. Manish Kankani (DIN: 07777901) is appointed as Additional Director in the category of Non-Executive Independent Director of the Company w.e.f. August 28, 2025, and is eligible to be regularized as Director (Non-Executive Independent Director) of the Company in ensuing Annual General Meeting.

12. BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as evaluation of the working of the Board and its Committees, culture, execution and performance of specific duties, obligations, and governance.

The performance evaluation of the Independent Directors has been completed. The Independent Directors conducted the performance evaluation of the Chairman and the Non-independent Directors. The Board of Directors expressed their satisfaction with the evaluation process

13. MEETINGS

The Board of Directors of your Company met 19 (Nineteen) times during the financial year 2024-25. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.

14. BOARD OF DIRECTORS AND COMMITTEES THERE OF i. Composition of the Board of Directors

The Company is fully compliant with the Corporate Governance norms in terms of constitution of the Board of Directors ("the Board"). The Board of the Company is composed of individuals from diverse fields. The Board of the Company is composed of Executive, Non-Executive and Independent Directors.

The composition of the Board also complies with the provisions of the Companies Act, 2013 and Regulation 17 (1) of SEBI (LODR) Regulations, 2015

As on March 31, 2025, the strength of the Board of Directors of the Company was at Six Directors comprising of Three Executive, One Non-Executive Director and Two Non-Executive Independent Directors. 1/3^rd of the Board comprised of Independent Directors. The details of the Board of Directors as on March 31, 2025 are given below:

Name of		Date of	No. of Directorships Chairmanships Public Limited		/ Committee Memberships/
the Director	Designation Joining			Private Limited Committee		Committee
			Companies and		Section	Chairman Memberships
			(including this)	Companies		Ships
Mr. Hanskumar Shamji Shah	Chairman, Managing Director Whole	22.02.1994	01	04	Nil	01
Mr. Hemant	Time	19.09.2000	01	01	01	Nil
Praful Shah Mr. Kaushik	Director Whole- time
Hanskumar Shah	Director, CFO	17.12.2022	01	06	02	Nil
Mrs. Nehal Vishal Thakkar	Non- Executive Director	20.12.2022	01	Nil	01	Nil
Mrs. Kshama
	Independent
Dharnidharka @	Director	19.12.2024	02	Nil	02	01
Mr. Ketan
	Independent
Chandrakant Dave$	Director	02.01.2025	01	Nil	02	02
Mr. Sourabh	Independent
Ajmera*	Director	20.12.2022	03	02	02	01
Mrs. Pooja	Independent
Kirti Kothari#	Director	03.01.2023	01	Nil	01	02

@ Mrs. Kshama Dharnidharka was appointed as Additional Director of the Company w.e.f. December 19, 2024

$ Mr. Ketan Chandrakant Dave was appointed as Additional Director of the Company w.e.f. January 02, 2025

* Mr. Sourabh Ajmera ceased to be Independent Director of the Company w.e.f. December 19, 2024

# Mrs. Pooja Kirti Kothari ceased to be Independent Director of the Company w.e.f. January 02, 2025

As on March 31, 2025, Mr. Hanskumar Shamji Shah, Mr. Hemant Praful Shah and Mr. Kaushik Hanskumar Shah, holding 35,26,400, 17,34,080 and 21,03,120 equity shares of the Company respectively. Ms. Neha Hanskumar Shah, Neha Hemant Shah, Mrs. Leena Shah and Naman Hemant Shah, relatives of the Directors holding 77,760, 55,520, 87,920 and 95,200 equity shares of the Company respectively. Except above, no other Director or their relative hold shares of the Company. ii. Board Meetings

During the financial year under review, 19 (Nineteen) Board meetings were held on 06/04/2024, 12/04/2024, 25/04/2024, 21/05/2024, 04/06/2024, 07/06/2024, 24/06/2024, 09/07/2024, 23/07/2024, 24/07/2024, 07/08/2024, 28/08/2024, 09/10/2024, 13/11/2024, 19/12/2024, 02/01/2025, 30/01/2025, 13/02/2025, 31/03/2025. The gap between two Board meetings was in compliance with the provisions of the Act. Details of Directors as on March 31, 2025 and their attendance at the Board meetings and Annual General Meeting ("AGM") during the financial year ended March 31, 2025 are given below:

Name of the Director	Category	No. of the Meeting eligible attend		No. of Meeting to attended	the Attended at AGM
Mr. Hanskumar	Chairman, Managing		19	19	Yes
Shamji Shah Mr. Hemant Praful	Director Whole Time		19	19	Yes
Shah Mr. Kaushik	Director, CFO Whole Time		19	19	Yes
Hanskumar Shah Mrs. Nehal Babu	Director Non-Executive		19	19	Yes
Karelia Mrs. Kshama	Director Independent		04	01	NA
Dharnidharka@ Mr. Ketan	Director Independent		03	Nil	NA
Chandrakant Dave$	Director
Mr. Sourabh Ajmera*	Independent Director		15	05	Yes
Mrs. Pooja Kirti Kothari#	Independent Director		16	06	Yes

@ Mrs. Kshama Dharnidharka was appointed as Additional Director of the Company w.e.f. December 19, 2024

$ Mr. Ketan Chandrakant Dave was appointed as Additional Director of the Company w.e.f. January 02, 2025

* Mr. Sourabh Ajmera ceased to be Independent Director of the Company w.e.f. December 19, 2024

# Mrs. Pooja Kirti Kothari ceased to be Independent Director of the Company w.e.f. January 02, 2025

iii. Audit Committee:

As on March 31, 2025, the Audit Committee of the Board of Directors of the Company comprised of three following Members:

Name of the Member	Category	Position	Meetings Eligible to attend	Attended
Mr. Sourabh Ajmera	Independent Director	Chairman	4	4
(resigned w.e.f. 19/12/2024)
Mrs. Kshama Dharnidharka	Independent Director	Chairperson	1	1
(Appointed w.e.f. 19/12/2024)
Mrs. Pooja Kirti Kothari	Independent Director	Member	4	4
(resigned w.e.f. 02/01/2025)
Mr. Ketan Chandrakant Dave	Independent Director	Member	1	Nil
(Appointed w.e.f. 02/01/2025)
Mr. Kaushik Hanskumar Shah	Whole-time Director	Member	5	5

During the year under review, Five (5) meetings of the Audit Committee were held on May 21, 2024; July 23, 2024, August 28, 2024; November 13, 2024 and February 13, 2025.

Terms of reference:

1) Overseeing the Companys financial reporting process and disclosure of its financial information to ensure that its financial statements are correct, sufficient and credible;

2) Recommending to the Board for the appointment, re-appointment, replacement, remuneration and terms of appointment of the statutory auditors of the Company;

3) Reviewing and monitoring the statutory auditors independence and performance, and effectiveness of audit process;

4) Approving payments to the statutory auditors for any other services rendered by the statutory auditors;

5) Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to: a. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; and g. Qualifications and modified opinions in the draft audit report.

6) Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;

7) Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. This also includes monitoring the use/application of the funds raised through the proposed initial public offer by the Company;

8) Approval or any subsequent modifications of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed;

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the Company, wherever it is necessary; 11) Evaluation of internal financial controls and risk management systems;

12) Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

13) Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the internal control systems; 14) Reviewing the adequacy of internal audit function if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 15) Discussing with internal auditors on any significant findings and follow up thereon; 16) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; 17) Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 18) Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 19) Reviewing the functioning of the whistle blower mechanism; 20) Approving the appointment of the chief financial officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate; 21) Reviewing the utilization of loans and/ or advances from/investment by the holding company in any subsidiary exceeding 1,000 million or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments; 22) Considering and commenting on the rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; 23) Such roles as may be delegated by the Board and/or prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law; and 24) Carrying out any other functions as is mentioned in the terms of reference of the audit committee or containing into SEBI (LODR) Regulations 2015.

iv. Nomination and Remuneration Committee

As on March 31, 2025, the Nomination and Remuneration Committee of the Board of Directors of the Company comprised of following members:

Name of the Member	Category	Position	Meetings
			Eligible to attend	Attended
Mrs. Pooja Kirti Kothari	Independent Director	Chairperson	3	3
(resigned w.e.f. 02/01/2025)
Mr. Ketan Chandrakant Dave	Independent Director	Chairman	Nil	Nil
(Appointed w.e.f. 02/01/2025)
Mr. Sourabh Ajmera	Independent Director	Member	2	2
(resigned w.e.f. 19/12/2024)
Mrs. Kshama Dharnidharka	Independent Director	Member	1	1
(Appointed w.e.f. 19/12/2024)
Mrs. Nehal Babu Kareliya	Non-Executive Director	Member	3	3

During the year under review, Three (3) meetings of the Nomination and Remuneration Committee were held on August 28, 2024, December 19, 2024 and January 02, 2025.

Terms of reference:

1) formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

2) For the appointment of an independent director, the committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the board of directors of the Company for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. Consider the time commitments of the candidates.

3) formulation of criteria for evaluation of the performance of independent directors and the Board; 4) devising a policy on diversity of our Board; 5) identifying persons who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every directors performance; 6) determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; 7) recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company; 8) recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits; 9) recommending to the Board, all remuneration, in whatever form, payable to senior management; 10) performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended; 11) engaging the services of any consultant/professional or other agency for the purpose of recommending compensation structure/policy; 12) analyzing, monitoring and reviewing various human resource and compensation matters; 13) reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws; 14) framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including: a. The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or b. The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities

Market) Regulations, 2003, as amended; and

15) Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, Companies Act, each as amended or other applicable law.

v. Stakeholders Relationship Committee

As on March 31, 2025 the Stakeholders Relationship Committee in terms of the provisions of section 178 of the Companies Act, 2013 comprising of following Members:

Name of the Member	Category	Position	Meetings
			Eligible to attend	Attended
Mrs. Pooja Kirti Kothari	Independent Director	Chairperson	1	1
(resigned w.e.f. 02/01/2025)
Mr. Ketan Chandrakant Dave	Independent Director	Chairman	Nil	Nil
(Appointed w.e.f. 02/01/2025)
Mr. Sourabh Ajmera	Independent Director	Member	1	1
(resigned w.e.f. 19/12/2024)
Mrs. Kshama Dharnidharka	Independent Director	Member	Nil	Nil
(Appointed w.e.f. 19/12/2024)
Mr. Kaushik Hanskumar Shah	Executive Director	Member	1	1

During the year under review, 1 (One) Stakeholders Relationship Meeting was held on May 21, 2024.

Terms of reference:

Consider and resolve grievances of security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;

1) Review of measures taken for effective exercise of voting rights by shareholders;

2) Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar and Share Transfer Agent;

3) Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;

4) Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

5) To handle the grievances of the stakeholders in connection with the allotment and listing of shares;

6) Ensure proper and timely attendance and redressal of investor queries and grievances;

7) Carrying out any other functions contained in the Companies Act, 2013 and/or other documents (if applicable), as and when amended from time to time; and

8) To perform such functions as may be delegated by the Board and to further delegate all or any of its power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s); and

9) Such terms of reference as may be prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law. Mrs. Meenal Patodia, Company Secretary is the Compliance Officer of the Company

15. GENERAL MEETING

The Annual General Meeting of the Company was held at its registered office through Video Conferencing (VC) or Other Audio Visual Means (OAVM) for the Financial Year 2024-25.

Financial Year	Nature of	Time (IST)	Date
	Meeting
2024-25	AGM	12.30 PM	25.09.2024

16. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION

Bigshare Service Private Limited

S6-2, 6^th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai, Maharashtra-400093 Tel: +91 -22-262638200 Email Id:- info@bigshareonline.com

17. PARTICULARS CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS

DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel.

The said Policy is available on the Companys website and can be accessed by weblink www.hemantsurgical.com

18. INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations and are independent of management.

During the financial year 2024-25, one (1) meeting of the Independent Directors was held on March 31, 2025,

inter-alia, to review the following:

(i) Review performance of non-independent directors and the Board of Directors as a whole. (ii) Review performance of the Chairperson of the Company. (iii) Assess the quality, quantity, and timeliness of the flow of information between the management of the Company and the Board of Directors that is necessary for the Board to perform their duties effectively and reasonably.

The meeting was attended by all the Independent Directors.

The familiarization program and other disclosures as specified under SEBI (LODR) Regulations, 2015 is available on the Companys website www.hemantsurgical.com

19. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,

EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Company has received a declaration from the Independent Directors that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/re-appointment as Independent Directors on the Board and possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

The particulars of loans, guarantees, and investments made by the Company during the financial year, as required under the provisions of Section 186 of the Companies Act, 2013, are disclosed in the notes to the financial statements, which form an integral part of this Annual Report.

Further, pursuant to Paragraph A (2) of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of loans and advances given to subsidiaries have also been provided in the notes to the financial statements forming part of the Annual Report.

21. WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee.

The said Policy is available on the Company website and can be accessed by weblink www.hemantsurgical.com

22. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR

MANAGEMENT EMPLOYEES

The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy recommended by it and approved by the Board of Directors. The Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee. The Policy lays down the criteria for identification, appointment and retirement of Directors and Senior Management. The Policy broadly lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also provides for the criteria for determining qualifications, positive attributes and independence of Director and lays down the framework on Board diversity.

The said Policy is available on the Companys website and can be accessed by weblink www.hemantsurgical.com

23. RELATED PARTY TRANSACTIONS AND POLICY

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in the ordinary course of business and on arms length basis.

The particulars of related party transaction at arms length basis are disclosed in Board report and marked as "Annexure-II".

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

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

25. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF

THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT

There were no significant changes or commitments affecting the Companys financial position from the end of the financial year to the date of this Report.

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that; i. in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to departures, if any; ii. appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the annual accounts have been prepared on a "going concern" basis; v. proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively; vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

Your Auditors have opined that the Company has in, all material respects, maintained adequate internal financial controls over financial reporting and that they were operating effectively

27. STATUTORY AUDIT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, A D V & Associates., Chartered Accountants (Firm Registration No. (FRN No. 128045W) were appointed as the Statutory Auditors of the Company on September 30, 2022 for a period of 5 years i.e., from the conclusion of this AGM until the conclusion of the AGM to be held in the year 2027. As required under Section 139 of the Act, the Company has obtained certificate from them to the effect that their continued appointment, would be in accordance with the conditions prescribed under the Act and the Rules made thereunder, as may be applicable.

The Auditors Report is unmodified i.e., it does not contain any qualification, reservation or adverse remark.

28. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Statutory Auditors to report under Section 143(12) of the Act and the Rules made thereunder.

29. COST AUDITOR AND COST RECORDS

The Company is maintaining the accounts and cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act and Rules made thereunder.

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the Company has appointed M/s. K Sorathiya & Co, Cost Accountants, cost auditor to audit the cost records of the company for the financial year 2024-25.

30. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed NKM & Associates, a Company Secretary, to carry out the Secretarial Audit for the financial year ended March 31, 2025.

The Secretarial Audit Report issued by the Secretarial Auditor is annexed to the Report as "Annexure III". The Report does not contain any qualifications, reservations, or adverse remarks.

Further, A certificate has been issued by M/s. NKM & Associates., Company Secretaries in practice, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director by the Securities and Exchange Board of India, Ministry of

Corporate Affairs or any such statutory authority. The certificate is annexed as "Annexure IV" to this

Report.

31. INTERNAL AUDITOR:

In accordance with the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions, if any, the Company has appointed M/s. A D M S and Company, Chartered Accountants., as the Internal Auditors of the Company for the financial year 2024 25.

The Internal Auditors periodically review the adequacy of internal control systems and the efficiency of business processes, and their findings and recommendations are reviewed by the Audit Committee from time to time for implementation and continuous improvement.

32. SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

33. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION

AND PROTECTION FUND (IEPF)

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund Rules), 2016 (the IEPF Rules), during the year under review, no amount of Unclaimed dividend and corresponding equity shares were due to be transferred to IEPF account.

34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

35. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act

36. RISK MANAGEMENT

During the financial year under review, the Company has identified and evaluates elements of business risk. Consequently, a Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.

37. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.

The Company has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year 2024-25, no case of Sexual Harassment was reported.

38. CODES AND POLICIES

All statutory codes and policies as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been duly adopted by the Company.

These include, among others:

Code of Conduct for Directors and Senior Management

Code of Fair Disclosure

Insider Trading Policy

Related Party Transaction Policy

Nomination and Remuneration Policy

Whistle-Blower Policy

CSR Policy

Risk Management Policy

Archival and Document Preservation Policy

The above-mentioned policies are available on the Companys website and can be accessed at: www.hemantsurgical.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ACT AND MATERNITY BENEFIT ACT

A. Sexual Harassment of Women at Workplace

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Companies (Accounts) Second Amendment Rules, 2025, the Company has implemented a comprehensive Prevention of Sexual Harassment (POSH) Policy.

An Internal Complaints Committee (ICC) is duly constituted at the corporate level to deal with complaints related to sexual harassment at the workplace. The policy covers all categories of employees, including permanent, temporary, contractual, interns, and trainees. During the financial year ended March 31, 2025, the following is disclosed in accordance with the amended rules:

Particulars	Number
Complaints received during the financial year	0
Complaints disposed of during the year	0
Complaints pending beyond 90 days	0
Total complaints pending as on March 31, 2025	0

The Company has also conducted awareness programs and training for employees and ICC members during the year. The ICC functions independently and ensures a safe, respectful, and inclusive workplace environment.

B. Compliance with the Maternity Benefit Act, 1961

In accordance with Rule 8A of the Companies (Accounts) Rules, 2014 (inserted via the Companies (Accounts) Second Amendment Rules, 2025), the Company hereby confirms that it has complied with the provisions of the Maternity Benefit Act, 1961, including but not limited to:

Grant of paid maternity leaves as per applicable law

Provision for nursing breaks

Non-discrimination in employment and benefits

The Company remains committed to providing a safe, equitable, and inclusive workplace for all its employees.

39. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes that Corporate Social Responsibility (CSR) is an integral part of its business. It seeks to operate its business in a sustainable manner that benefits society at large and aligns with the interests of its stakeholders. In accordance with section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors has constituted a CSR Committee.

The CSR Committee has developed a CSR Policy, which has been uploaded to the companys website at www.hemantsurgical.com.

The committees composition and the Meetings held during the year are as follows:

Name of the Member	Category	Position	Meetings
			Held	Attended
Mr. Hanskumar Shamji Shah	Managing Director	Chairperson	1	1
Mr. Ketan Chandrakant Dave	Independent Director	Member	1	1
Mr. Hemant Praful Shah	Whole-time Director	Member	1	1

The annual report on CSR including a brief outline of the CSR Policy and the activities undertaken during the year under review is enclosed as "Annexure V" to this Report.

40. ENVIRONMENT AND SAFETY

Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance related to its activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and Unit Operations and has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element.

The Company is committed to continuously take further steps to provide a safe and healthy environment.

41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

Details required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013 are as under:

Conservation of Energy: The range of activities of the Company requires minimal energy consumption and every endeavor has been made to ensure optimal utilization of energy and avoid wastage through automation and deployment of energy-efficient equipment. The Company takes adequate measures to reduce energy consumption by using efficient computer terminals and by using latest technology. The impact of these efforts has enhanced energy efficiency. As energy cost forms a very small part of total expenses, the financial impact of these measures is not material and measured.

Technology Absorption: Company is committed towards technology driven innovation and lays strong emphasis in inculcating driven culture within the organization.

The Company has best of operating machines and highly precisions equipment for production and quality management also the Company has hired the optimal of quality team who dedicates their full enthusiasm and work tirelessly for delivering best quality and services. The team along with state-of-the-art quality equipments as necessary for the Machine Shop.

The Company is all well equipped with its current quality control machine and will modify itself for any future advancement

The transactions involving foreign exchange earnings and outgo during the period under review is as follows:

Foreign Exchange Income: Rs. 747.64 Lakhs Foreign Exchange Outgo: Rs. 6,905.09 Lakhs

42. RESEARCH AND DEVELOPMENT

The Company has a fully functional Research and Development Centre at its manufacturing unit, which continues to play an important role in supporting our efforts to develop and improve dental materials and oral care products.

During the year, the R&D team focused on improving product stability, exploring new formulations, and aligning our products with changing industry requirements, especially in terms of safety, performance, and regulatory standards.

The Centre is equipped with the necessary tools and facilities required for lab-scale development, testing, and product evaluation.

43. PUBLIC DEPOSITS

The Company has not accepted any deposit falling under Chapter V of the Companies Act, 2013

("The Act") during the year under review. There were no such deposits outstanding at the beginning and end of the FY 2024-25.

44. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under section 197 of the Companies Act, 2013 read with Rule 5 (1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in "Annexure-VI and VII" to this report.

45. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.

46. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year 2024-25 as stipulated under SEBI (LODR), Regulations, 2015 has annexed as "Annexure VIII" of this Report.

47. DISCLOSURE OF AGREEMENTS

Disclosure as required under para-F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company during the financial year.

48. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, notice to the Shareholders or elsewhere in this Annual Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

49. RESIDUAL DISCLOSURES

1. During the year under review no application was made and no proceedings were pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

2. During the year under review there was no One Time settlement with any bank or Financial Institution.

50. ACKNOWLEDGEMENT AND APPRECIATION

Your directors would like to acknowledge and place on record their sincere appreciation to all

Stakeholders, Clients, Financial Institutions, Banks, Central and State Governments, the Companys valued Investors and all other Business Partners, for their continued co-operation and support extended during the year.

Your directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.

For and on behalf of the Board of Directors of Hemant Surgical Industries Limited

Sd/-	Sd/-
Hanskumar shamji Shah	Kaushik Hanskumar Shah
Chairman & Managing Director	Whole-time Director
DIN: 00215972	DIN: 01483743

Registered Office:

502, 5^th Floor, Ecstasy Business Park Co-Op Society Limited, J.S.D. Road, Mulund West Mumbai -400080

Place: Mumbai

Dated: August 28, 2025