Hemant Surgical Industries Ltd Directors Report

2025-2026

BOARD?S REPORT

The Members

Hemant Surgical Industries Limited Mumbai

Your Directors have the immense pleasure to present the 37^th (Thirty-Seventh) Board?s Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2026.

7. FINANCIAL RESULTS

The Company?s financial performance for the year ended March 31, 2026, is summarized below:

		(Amount in Rs. Lakh)
	Standalone
Particulars	Year ended March 31,2026	Year ended March 31,2025
Total Income (Revenue)	23,671.44	11,149.53
Less: Expenses	21,308.43	10,093.99
Profit/(Loss) before taxation	2,363.01	1,055.53
Less: Tax Expense	539.66	242.32
Prof it/(Loss) after tax	1,823.34	813.21

2. OPERATIONS & STATE OF COMPANY?S AFFAIRS

During the financial year ended on March 31, 2026, the profit before tax stood at Rs. 2,363.01 lakhs as against profit of Rs. 1,055.53 lakhs in the previous year. The net profit for the year 2026 stood at Rs. 1,823.34 lakhs against profit of Rs. 813.21 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 Company?s 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, 2026.

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

5. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 16,00,00,000/- (Rupees Sixteen Crore only) divided into Rs. 1,60,00,000/- (One Crore Sixty 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, 2026, is Rs. 14,53,76,000/- (Fourteen Crore Fifty-Three Lakhs Seventy-Six thousand only) divided into 1,45,37,600 (One Crore Forty-Five Lakh Thirty-Seven Thousand Six Hundred only) Equity shares of Rs. 10 each fully paid-up.

During the year under review 25-26:

• The Company increased its Authorized Share Capital from the existing Rs. 10,50,00,000 (Rupees Ten Crore Fifty Lakh only) to Rs. 16,00,00,000 (Rupees Sixteen Crore only), divided into 1,60,00,000 (One Crore Sixty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each, pursuant to the approval of the members at the Extra-Ordinary General Meeting held on August 30, 2025.

• The Company allotted 25,98,400 (Twenty-Five Lakh Ninety-Eight Thousand Four Hundred) Equity Shares on a preferential basis on September 18, 2025.

• The Company allotted 20,99,200 (Twenty Lakh Ninety-Nine Thousand Two Hundred) Warrants on a preferential basis on September 16, 2025.

After the closure of financial year:

• The Company converted 14,99,200 (Fourteen Lakh Ninety-Nine Thousand Two Hundred) Warrants into Equity Shares on May 15, 2026.

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 Company?s 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 2025-26.

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, 2026, the Company is having one (1) wholly owned subsidiary viz. Solar Opto- Medic Private 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, 2026.

After the closure of the year under review, the Company acquired 66.66% of the Equity Share Capital of Lifesenz Cancer Research Labs Private Limited, Mumbai, by subscribing to its equity shares on

dune 01, 2026, thereby making Lifesenz Cancer Research Labs Private Limited a subsidiary of Hemant Surgical Industries Limited.

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 2025-26.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Company?s 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 Company?s 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, 17A, 18, 19, 20, 21, 22, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D, and E of Schedule V is not mandatory.

Further, please note that your Company has a paid-up equity share capital exceeding Rupees ten crore and a net worth exceeding Rupees twenty-five crore, as on the last day of the previous financial year. Accordingly, the provisions of Regulation 23 are applicable. Corporate governance does not form part of this Boards Report.

However, please be assured that 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.

70. 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, 2026 is available on the website of the Company at www.hemantsurgical.com under Investor Information tab.

77. 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, Mr. Hemant Praful Shah (DIN: 00215994), 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 (l)(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 2025-26, following Directors/KMP were appointed/resigned:

a. Mr. Manish Kankani (DIN: 07777901) was appointed as Director in the category of Non

Executive Independent Director of the Company w.e.f. August 28, 2025

b. Mr. Ketan Chandrakant Dave (DIN: 10894209) resigned from the position of Independent

Director of the Company w.e.f. August 28, 2025.

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 07 (Seven) times during the financial year 2025-26. 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, 2026, 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, 2026, are given below:

			No. of Directorships / Committee Memberships/ Chairmanships
Name of the Director	Designation	Date of Joining	Public Limited Companies (including C his)	Private Limited and Section ompanies	Committee Membership*	Committee Chairman ?Ships
Mr. Hanskumar Shamji Shah	Chairman, Managing Director	22.02.1994	01	05	Nil	01
Mr. Hemant Praful Shah	Whole Time Director	19.09.2000	01	01	01	Nil
Mr. Kaushik Hanskumar Shah	Whole time Director, CFO	17.12.2022	01	05	02	Nil
Mrs. Nehal Babu Karelia	Non Executive Director	20.12.2022	01	Nil	01	Nil
Mrs. Kshama Dharnidharka	Independent Director	19.12.2024	02	Nil	02	01
Mr. Manish Kankani*	Independent Director	28.08.2025	04	Nil	01	02

*Mr. Manish Kankani was appointed as Non-Executive Independent Director of the Company w.e.f. August 28, 2025.

As on March 31, 2026, Mr. Hanskumar Shamji Shah, Mr. Hemant Praful Shah and Mr. Kaushik Hanskumar Shah, holding 35,26,400, 17,34,070 and 21,03,130 equity shares of the Company respectively. Ms. Neha Hanskumar Shah, Mrs. 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, 07 (Seven) Board meetings were held on 08/05/2025, 28/05/2025, 06/08/2025, 28/08/2025, 27/09/2025, 12/11/2025, 11/03/2026. The gap between two Board meetings was in compliance with the provisions of the Act. Details of Directors as on March 31, 2026, and their attendance at the Board meetings and Annual General Meeting (“AGM”) during the financial year ended March 31, 2026, are given below:

Name of the Director	Category	No. of the Meeting held	No. of the Meeting attended	Attended at AGM
Mr. Hanskumar Shamji Shah	Chairman, Managing Director	07	07	Yes
Mr. Hemant Praful Shah	Whole Time Director, CFO	07	07	Yes
Mr. Kaushik Hanskumar Shah	Whole Time Director	07	07	Yes
Mrs. Nehal Babu Karelia	Non-Executive Director	07	07	Yes
Mrs. Kshama Dharnidharka	Independent Director	07	07	Yes
Mr. Ketan Chandrakant Dave#	Independent Director	04	04	NA
Mr. Manish Kankani*	Independent Director	03	03	Yes

*Mr. Manish Kankani was appointed as Non-Executive Independent Director of the Company w.e.f. August 28, 2025.

#Mr. Ketan Chandrakant Dave resigned from the position of Independent Director of the Company w.e.f. August 28, 2025.

iii. Audit Committee:

Composition of the Committee and Meetings held and attended by each member:

Name of the Member	Category	Designation	Meetings
			Held	Attended
Mrs. Kshama Dharnidharka	Independent Director	Chairperson	4	4
Mr. Ketan Chandrakant Dave	Independent Director	Member	2	2
Mr. Kaushik Hanskumar Shah	Whole-time Director	Member	4	4

The Audit Committee is duly constituted in accordance with Section 177 of the Act read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. It adheres to the terms of reference, prepared in compliance with Section 177 of the Act, and the SEBI Listing Regulations to the extent applicable. The Audit Committee of the Company is entrusted with the responsibility to supervise the Company?s internal controls and financial reporting process. The Committee acts as a link between the Management, the Statutory Auditors, the Internal Auditors, Secretarial Auditors and the Board of Directors.

Subsequent to the close of the financial year ended March 31, 2026, pursuant to the appointments and cessation of Directors on the Board, the Audit Committee was reconstituted with effect from August 28, 2025, as under:

Name of the Member	Designation	Category	Meetings
			Held	Attended
Mrs. Kshama Dharnidharka	Chairperson	Independent Director	4	4
Mr. Manish Kankani	Member	Independent Director	2	2
Mr. Kaushik Hanskumar Shah	Member	Whole-time director & CFO	4	4

The reconstituted Audit Committee continues to function in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and its terms of reference.

iv. Nomination and Remuneration Committee

Composition of the Committee and Meetings attended by each member:

Name of the Member	Category	Designation	Meetings
			Held	Attended
Mr. Ketan Chandrakant Dave	Independent Director	Chairperson	1	1
Mrs. Kshama Dharnidhark	Independent Director	Member	1	1
Mrs. Nehal Babu Kareliya	Non-Executive Director	Member	1	1

The Nomination and Remuneration Committee has been constituted in order to bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders. As per the provisions of the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee (the “Committee”) has laid down the evaluation criteria for performance evaluation of Independent Directors and the Board. The manner for performance evaluation of Directors (including Independent Directors) and Board as whole has been covered in the Board?s Report

Subsequent to the close of the financial year ended March 31, 2026, pursuant to the appointments and cessation of Directors on the Board, the Nomination and Remuneration Committee was reconstituted with effect from August 28, 2025, as under:

Name of the Member	Designation	Category	Meetings
			Held	Attended
Mr. Manish Kankani	Chairperson	Independent Director	0	0
Mrs. Kshama Dharnidhark	Member	Independent Director	1	1
Mrs. Nehal Babu Kareliya	Member	Non-Executive Director	1	1

The reconstituted Nomination and Remuneration Committee continues to function in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and its terms of reference.

v. Stakeholders Relationship Committee

Composition of the Committee and Meetings held and attended by each member:

Name of the Member	Category	Designation	Meetings
			Held	Attended
Mr. Ketan Chandrakant Dave	Managing Director	Chairperson	0	0
Mrs. Kshama Dharnidharka	Executive Director	Member	1	1
Mr. Kaushik Hanskumar Shah	Independent Director	Member	1	1

During the financial year 2025-26, the Committee met once to review and resolve shareholder grievances and queries. All members of the Committee were present during the meeting.

Subsequent to the dose of the financial year ended March 31, 2026, pursuant to the appointments and cessation of Directors on the Board, the Stakeholder Relationship Committee was reconstituted with effect from August 28, 2025, as under:

Name of the Member	Designation	Category	Meetings
			Held	Attended
Mr. Manish Kankani	Chairperson	Independent Director	1	1
Mrs. Kshama Dharnidharka	Member	Managing Director	1	1
Mr. Kaushik Hanskumar Shah	Member	Whole-time director & CFO	1	1

The reconstituted Nomination and Remuneration Committee continues to function in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and its terms of reference

75. 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 2025-26.

d >

2025-26

Financial Year	Nature of Meeting	Time (1ST)	Date
AGM	12.30 PM	23.09.2025
2025-26	EGM	12.30 PM	30.08.2025

76. 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

77. 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 Company?s website and can be accessed by weblink www.hemantsurgical.com

78. 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 2025-26, one (1) meeting of the Independent Directors was held on March 11, 2026, 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 Company?s website www.hemantsurgical.com

79. 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 (l)(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.

27. 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 Company?s 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

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 Company?s 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. SIGNIFICANTAND 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, 2026, 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, 2026, 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 2025-26.

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, 2026.

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.

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 & Associates, Chartered Accountants., as the Internal Auditors of the Company for the financial year 2025-26.

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 CON ROLAND 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 2025-26, 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.

The policies are available on the Company?s website and can be accessed at: www.hemantsurgical.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE 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, 2026, 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, 2026	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 fCSR)

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	Designation	Meetings
			Held	Attended
Mr. Hanskumar Shamji Shah	Managing Director	Chairperson	1	1
Mr. Ketan Chandrakant Dave	Executive Director	Member	1	1
Mr. Hemant Praful Shah	Independent Director	Member	1	1

Subsequent to the close of the financial year ended 31 March 2026, pursuant to the appointments and cessation of Directors on the Board, the Corporate Social Responsibility Committee was reconstituted with effect from August 28, 2025, as under:

Name of the Director	Designation	Category
Mr. Hanskumar Shamji Shah	Chairperson	Managing Director
Mr. Manish Kankani	Member	Independent Director
Mr. Hemant Praful Shah	Member	Whole-time director & CFO

The reconstituted Corporate Social Responsibility Committee continues to function in accordance with the applicable provisions of the Companies Act, 2013, and its terms of reference. The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 related to CSR activities is detailed in “Annexure IV”.

40. ENVIRONMENTAND 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.

47. 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. 1028.76 Lakhs Foreign Exchange Outgo: Rs. 10,897.35 Lakhs

42. RESEARCH AND DEVELOPMENT

The Company has a fully functional Research and Development Centre at its manufacturing unit, which continues to piay an important roie in supporting our efforts to deveiop and improve dentai materiais and orai care products.

During the year, the R&D team focused on improving product stabiiity, expioring new formuiations, and aiigning our products with changing industry requirements, especiaiiy in terms of safety, performance, and reguiatory standards.

The Centre is equipped with the necessary toois and faciiities required for iab-scaie deveiopment, testing, and product evaiuation.

43. PUBLIC DEPOSITS

The Company has not accepted any deposit faiiing 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 2025-26.

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-V and VI” 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 2025-26 as stipulated under SEBI (LODR), Regulations, 2015 has annexed as “Annexure -VII” 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. AUDIT TRAIL

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

49. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, notice to the Shareholders or elsewhere in this Annual Report, describing the Company?s 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.

50. 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.

57. 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 Company?s 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, 5th Floor, Ecstasy Business Park Co-Op Society Limited,
3.S.D. Road, Mulund West Mumbai -400080
Place: Mumbai
Dated: August 29,2026