Nexus Surgical and Medicare Ltd Directors Report

To,

The Members,

Nexus Surgical and Medicare Limited

Your Directors have pleasure in presenting their Thirty Fourth Annual Report on the
Business and Operations of the Company together with the Audited Statement of Accounts
of the Company for the financial year ended on 31^st March, 2025.

1. Financial Highlights:

The financial results are summarized below:

(Amount in hundreds) _

Particulars	For the year ended 31st March 2025	For the year ended 31st March 2024
A Total Revenue	5,72,826.06	3,50,107.70
B Total Expenses	5,06,036.70	3,21,039.17
C Profit/(Loss) Before Tax	66,789.36	29,068.53
D Tax expense
- Current Tax	17,000.00	7,700.00
- Tax for earlier years	(52.82)	(80.13)
- Deferred Tax	103.87	117.81
E Profit/(Loss) after Tax	49,738.32	21,330.85

2. Financial Performance:

During the year, the Company has earned Total Revenue of Rs.5,72,826.06 hundreds in
comparison to Rs.3,50,107.70 hundreds during the previous year. The Net Profit after tax
is Rs.49,738.32 hundreds in comparison with Rs.21,330.85 hundreds of the previous
year. Your directors are hopeful of even better performance in forthcoming year. There
is no change in the nature of business carried on by the Company during the financial year
ended March 31, 2025.

3. Dividend & Reserves:

Your Directors have not recommended any dividend on Equity Shares for the year in
order to conserve the resources for the future growth of the Company. No amount of
profit earned during the year was transferred to General Reserve.

4. Management Discussion & Analysis:

The Company is engaged into trading of medical essentials. There are no material changes
between the end of the financial year and the date of the report which may affect the financial
position of the Company. Management Discussion & Analysis report is being given under
Corporate Governance Report.

5. Listing with Stock Exchanges:

The Equity Shares of the Company are listed on BSE Limited ("BSE").

6. Dematerialization of Shares:

97.40% of Companys paid-up Equity Share Capital is in dematerialized form as on 31^st
March, 2025 and the balance 2.60% is in physical form. The Companys Registrar and
Transfer Agent is M/s. Purva Sharegistry (India) Private Limited having their registered
office at Unit No.9, Shiv Shakti Industrial Estate, Gr Floor, J R Boricha Marg, Lower Parel,
Mumbai - 400 011.

7. Internal Financial Controls:

Your Board has devised systems, policies, and procedures/ frameworks, which are
currently operational within the Company for ensuring the orderly and efficient conduct
of its business, which includes adherence to policies, safeguarding its assets, prevention
and detection of frauds and errors, accuracy and completeness of the accounting records
and timely preparation of reliable financial information.

In line with the best practices, the Audit & Risk Management Committee and the Board
reviews these internal control systems to ensure they remain effective and are achieving
their intended purpose.

During the year, such controls were tested and no reportable material weaknesses in the
design or operation were observed.

8. Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any Subsidiaries/ Joint Ventures/ Associate Companies.
Hence the statement containing salient features of the financial statement of Subsidiaries/
Joint Ventures/ Associate Companies pursuant to first proviso to sub-section (3) of
Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 under Form AOC-1,
is not applicable to the Company.

9. Finance & Accounts:

The Board after assessing the capital buffers and liquidity levels, the Company did not raise
any finance by issue of any securities during the year. Company has adequate financial
resources at its disposal for carrying on its business.

Your company is required to prepare financial statements under Indian Accounting
Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with
Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015. The estimates and
judgments relating to financial statements are made on prudent basis, so as to reflect in a
true and fair manner, the form and substance of transactions reasonably present the
Companys state of affairs and profit for the Financial Year 2024-25.

10. Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the

Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Statutory Auditors:

(a) The members of the Company at the 31^st Annual General Meeting held on 29^th
September, 2022 appointed M/s. Satya Prakash Natani & Co ((having Firm
Registration No. 115438W), Chartered Accountants, Mumbai, as the Statutory
Auditors of the Company for a term of 5 years and accordingly they hold their office
till the conclusion of Annual General Meeting to be held in the year 2027.

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

12. Secretarial Auditors:

(a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
M/s. Abhilasha Chaudhary & Associates, Practicing Company Secretary, have been
appointed as the Secretarial Auditors of the Company.

(b) The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed
as Annexure A. The Secretarial Audit Report is unmodified i.e. it does not contain any
qualification, reservation or adverse remark or disclaimer.

(c) As per Regulation 24A(1)(b) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board recommends
the appointment of M/s. N. Bagaria & Associates (having Firm Unique Identification
No. P2007MH008300 and Peer Review Certificate No. 1020/2020), Practicing
Company Secretaries, Mumbai as the Secretarial Auditors of the Company to conduct
secretarial audit for a first term of 5 (five) consecutive years commencing from the
F.Y. 2025-26 till the F.Y. 2029-30 for the approval of the members of the Company.

13. Cost Auditors:

The provisions of Cost Audit as prescribed under Section 148 of the Companies Act, 2013

are not applicable to the Company.

14. Internal Auditors:

(a) The internal audit function provides an independent view to the Board of Directors,
the Audit Committee and the Senior Management on the quality and efficacy of the
internal controls, governance systems and processes.

(b) Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made
thereunder, M/s. P N S V & Co., Chartered Accountants has been appointed as Internal
Auditors of the Company.

15. Reporting of Fraud by Auditors:

During the year, the Statutory Auditors and Secretarial Auditor have not reported, any
incident of fraud committed in your Company by its Officers or Employees, to the Audit
Committee and / or to the Board under Section143(12) of the Companies Act, 2013.

16. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the copy of Annual Return is made
available at Companys website www.nexusmed.co.in .

17. Unsecured Loan from Directors:

The Company has not received any loan (secured / unsecured) from the Directors of the
Company during the year.

18. Foreign Exchange Earnings / Outgo:

The Company has incurred expenditure in foreign exchange equivalent to Rs.1,01,417.13
hundreds in the current year as compared to Rs.11,517.80 hundreds in previous year. The
Company has not earned any revenue in Foreign Exchange.

19. Particulars Regarding Conservation of Energy, Technology Absorption:

Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 requires disclosure of particulars regarding conservation of Energy
and Technology absorption. The Company is not having manufacturing facilities of its own.
Therefore, information required under this clause is not applicable to the Company.

20. Corporate Social Responsibility (CSR):

The Company does not fall under the prescribed class of companies u/s 135(2) of the
Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility)
Rules, 2014. Hence CSR is not applicable to the Company.

21. Human Resources:

The Company has always aspired to build a culture that demonstrates standards in safety,
environment and sustainability. People are our most valuable asset and we are committed
to provide all our employees, a safe and healthy work environment. Our culture
exemplifies our core values and nurtures innovation, creativity and diversity. We ensure
alignment of business goals and individual goals to enable our employees to grow on
personal as well as professional front. It is through the passion and continued dedication
of our people that our Company continues to succeed and we have always unequivocally
and firmly believed in rewarding our people for their consistent efforts through our best-
in-class and globally benchmarked people practices and reward programs.

22. Meetings of the Board:

The Board of Directors of the Company duly met five (5) times during the Financial Year
2024-25 on 30-05-2024, 25-07-2024, 13-08-2024, 14-11-2024 and 21-01-2025. Details of
the meetings and attendance thereat form part of the Corporate Governance Report. The gap
between two Board meetings was within the limit prescribed under Section 173(1) of the
Act and Regulation 17(2) of the SEBI Listing Regulations.

23. Disqualification of Directors:

During the year, the Company has received Form DIR-8 from all Directors as required under
the provisions of Section 164(2) of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your
Company is disqualified to hold office as director and debarred from holding the office of a
Director.

24. Directors and Key Managerial Personnel:

(i) Cessation of Independent Directors:

a) Mr. Rajesh Babulal Sodani (holding DIN 05010096), Independent Director
of the Company, has completed his second and final term as an Independent
Director and consequently ceased to be a Director of the Company with effect
from 30^th May, 2024.

b) Mr. Avanish Kumar Ardawatia (holding DIN 02108302), Independent
Director of the Company, has completed his second and final term as an
Independent Director and consequently ceased to be a Director of the
Company with effect from 30^th May, 2024.

(ii) Appointment of Additional Directors:

a) The Board of Directors of the Company appointed Mr. Surya Kant Modi
(holding DIN 10647013), as an Additional Director (Independent Non-
executive Director) on the Board with effect from 30^th May, 2024.
Subsequently, the members of the Company, at their 33^rd AGM held on 23^rd
August, 2024, Mr. Surya Kant Modi (holding DIN 10647013) was appointed
as an Independent Non-Executive Director of the Company with effect from
23^rd August, 2024, to hold office for a term of five consecutive years i.e. up
to 22^nd August, 2029.

b) The Board of Directors of the Company appointed Mr. Ashish Durgaprasad
Mishra (holding DIN 10014935), as an Additional Director (Professional
Non-executive Director) on the Board with effect from 30^th May, 2024.
Subsequently, the members of the Company, at their 33^rd AGM held on 23^rd
August, 2024, Mr. Ashish Durgaprasad Mishra (holding DIN 10014935) was
appointed as a Director (Professional Non-Executive) of the Company and
whose period of office is liable to determination by rotation.

(iii) Appointment of Directors retiring by rotation:

Mr. Ashish Durgaprasad Mishra (holding DIN 10014935), Director of the Company,
will retire by rotation at the ensuing Annual General Meeting and being eligible offers
himself for reappointment.

(iv) Declaration by Independent Directors:

All Independent Directors of the Company have given declarations under Section
149(7) of the Act, that they meet the criteria of independence as laid down under
Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b)
of the SEBI Listing Regulations.

Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent
Directors have also confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective independent
judgement and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite
expertise and experience and are persons of high integrity and repute. Based on the
aforesaid declarations received from Independent Directors, the Board of Directors
confirms that Independent Directors of the Company fulfill conditions specified in
Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b)
of the SEBI Listing Regulations and are independent of the Management.

25. Vigil Mechanism:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read
with Section 177(10) of the Companies Act, 2013 ("Act") and Regulations 22 of the Listing
Regulations our Company has adopted a Vigil Mechanism Framework ("Framework") to
provide a platform to the Directors and Employees of the Company to raise concerns
regarding any irregularity, misconduct or unethical matters/ dealings within the
Company.

The same is detailed in the Corporate Governance Report which forms part of this report.
The Vigil Mechanism Policy is available on the Companys website.

26. Nomination and Remuneration Policy:

Your Company has in place Remuneration Policy for Directors, Key Managerial
Personnel (KMPs), Senior Management and other Employees of the Company in terms
of the provisions of Section 178 of the Act read with Rules made thereunder and
Regulation 19 of the SEBI Listing Regulations. The Policy is available on the website of
the Company. The Policy includes, inter-alia, the criteria for appointment and
remuneration of Directors, KMPs, Senior Management and other employees of the
Company.

27. Particulars of Loans, Guarantees or Investments;

Particulars of Loans, Guarantees, Securities and Investments covered under the
provisions of Section 186 of the Act are given in the Notes to the Standalone Financial
Statements.

28. Related Party Transactions:

All contracts / arrangements / transactions entered into by the Company with its related
parties during the financial year were in the ordinary course of business and on an arms
length basis. During the year, the Company has not entered into any material contract / /
arrangement / transaction with related parties. The details of transactions with related parties
are provided in the notes to the financial statements. There were no transaction requiring
disclosure under Section 134(3)(h) of the Companies Act, 2013. Hence, Form AOC-2 does
not form part of this Report.

29. Risk Management:

The Company has adequate internal controls in place at various functional levels and does
not foresee any major risk such as financial, credit, legal, regulatory and other risk keeping
in view the nature and size of its business. There is no risk, which in the opinion of the Board
which may threaten the existence of the Company. Pursuant to Section 134 (3) (n) of the
Companies Act, 2013 it is stated that at present the company has not identified any element
of risk which may threaten the existence of the Company.

30. Significant and Material Orders Passed by the Regulators or Courts:

During the year, there were no significant and material orders passed by Regulators or
Courts or Tribunal impacting the going concern status of the Company and its future
operations.

31. Material changes and commitment:

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates on
the date of this report.

32. Board Evaluation:

The Board of Directors carried out an annual evaluation of its own performance,
performance of Board Committees and individual Directors pursuant to the provisions of
the Act and the Listing Regulations.

The performance of the Board, the Committees, individual Directors and the Chairman
was evaluated by the Board after seeking inputs from all the Directors wherein the
Directors evaluated the performance on a scale of one to five based on the following
criteria:

a) Criteria for Board performance evaluation includes degree of fulfilment of key
responsibilities, Board structure and composition, establishment, and delineation
of responsibilities to Committees, effectiveness of Board processes, information
and functioning, Board Culture and Dynamics, Quality of relationship between the
Board and the Management.

b) Criteria for Committee performance evaluation includes degree of fulfilment of key
responsibilities, the adequacy of Committee Composition, the effectiveness of
meetings, committee dynamics, Quality of Relationship of the Committee with the
Board, and the management.

c) Criteria for performance evaluation of individual Directors include fulfilment of
the independence criteria as specified in the Listing Regulations and their
independence from the Management, Attendance, Contribution at meetings,
guidance, and support for Management outside Board/Committee meetings.

In a separate meeting of Independent Directors, performance of Non-Independent
Directors and the performance of the Board was evaluated. Additionally, the views of the
Non-Executive Directors and Executive Director were also taken. The Board and the
NRC reviewed the performance of individual Directors on the basis of criteria such as the
contribution of the individual Directors to the Board and Committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contributions
and inputs in meetings, among others.

33. Audit Committee:

Pursuant to provisions of Section 177(8) of the Companies Act, 2013 read with Rule 6 of
the Companies (Meetings of the Board and its Power) Rules, 2013, the Audit Committee is
comprised of three Directors.

The composition of the Audit Committee is as follows:

Name	Designation	Category
Mr. Rajesh Babulal Sodani 1	Chairman 1	Non-Executive Independent Director
Mr. Avinash Kumar Ardawatia 1	Member	Non-Executive Independent Director
Mr. Surya Kant Modi 2	Chairman 2	Non-Executive Independent Director
Ms. Neha Kailash Bhageria 2	Member 2	Non-Executive Independent Director
Mr. Ram Swaroop Mahadev Joshi	Member	Managing Director

1 Upto 30^th May, 2024

2 From 30^th May, 2024

All the recommendations made by the Audit Committee were accepted by the Board of
Directors of the Company.

34. Nomination and Remuneration Committee:

Pursuant to provisions of Section 178(1) of the Companies Act, 2013 read with Rule 6 of
the Companies (Meetings of the Board and its Power) Rules, 2013, the Nomination and
Remuneration Committee is comprised of three Directors.

The composition of the Nomination and Remuneration Committee is as follows:

Name	Designation	Category
Mr. Avinash Kumar Ardawatia 1	Chairman 1	Non-Executive Independent Director
Mr. Rajesh Babulal Sodani 1	Member 1	Non-Executive Independent Director
Ms. Neha Kailash Bhageria	Chairperson 3	Non-Executive Independent Director
Mr. Surya Kant Modi 2	Member 2	Non-Executive Independent Director
Mr. Ashish Durgaprasad Mishra 2	Member 2	Non-Executive Professional Director

1 Upto 30^th May, 2024
²&³ From 30^th May, 2024

All the recommendations made by the Nomination and Remuneration Committee were
accepted by the Board of Directors of the Company.

35. Prevention of Sexual Harassment at Workplace:

As per the requirement of Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ("POSH") and Rules made thereunder, your Company
has constituted Internal Complaints Committee (ICC).

During the year, there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed
to providing a safe and conducive work environment.

36. Maternity Benefit provided by the Company under Maternity Benefit Act, 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit
Act, 1961. All eligible women employees have been extended the statutory benefits
prescribed under the Act, including paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable.

The Company remains committed to fostering an inclusive and supportive work
environment that upholds the rights and welfare of its women employees in accordance with
applicable laws.

37. Compliance with the Provisions of Secretarial Standards of ICSI:

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

Pursuant to the provisions of Section 118 of the Act, 2013, the Company has adhered
with the applicable provisions of the Secretarial Standards ("SS-1" and "SS-2") relating
to ‘Meetings of the Board of Directors and ‘General Meetings issued by the Institute of
Company Secretaries of India ("ICSI") and notified by MCA.

38. Corporate Governance:

Good corporate governance underpins the way we conduct business. Your directors
reaffirm their continued commitment to the highest level of corporate governance
practices. Your Company fully adheres to the standards set out by the SEBI for corporate
governance practices.

Your Company is consistent in maintaining the exemplary standards of corporate
governance in the management of its affairs and ensuring its activities reflect the culture
we wish to nurture with our colleagues and other stakeholders.

As part of commitment to the various stakeholders, the Company follows global best
practices. To meet its obligations towards its shareholders and other stakeholders, the
Company has a corporate culture of conscience and consciousness, integrity,
transparency and accountability for efficient and ethical conduct of business.

Our disclosures seek to attain the best practices in international corporate governance,
and we constantly endeavor to enhance long-term shareholder value. Our Corporate
Governance Report for Financial Year 2024-25 forms part of this Annual Report.

39. Ratio of Remuneration:

The information required pursuant to Section 197(12) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975, in respect of employees of the Company and
Directors is furnished hereunder:

(Amount in hundreds)

Name and Designation	Remuneration for the F.Y. 2024-25	% increase from the previous year	Ratio / Times per Median of Employee Remuneration
Ram Swaroop Joshi (Managing Director)	4,800	Nil	0.89 times
Pawankumar Choudhary (Director)	4,800	Nil	0.89 times
Monika Choudhary (Company Secretary)	7,200	100.00%	1.33 times

The particulars of the employees as required under Rule 5(2) and Rule 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable
to the Company as none of the employees of the Company was in receipt of remuneration
as prescribed under the said Rules.

40. Share Capital:

A) Buy Back of Securities:

The Company has not bought back any of its securities during the year.

B) Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year.

C) Bonus Shares:

No Bonus Shares were issued during the year.

D) Employees Stock Option Plan:

The Company has not provided any stock option plan during the year.

41. Directors Responsibility Statement:

According to the provisions of section 134(3)(c) of the Companies Act, 2013, the directors
confirm that:

a) in the preparation of annual accounts for the financial year ended 31^st March, 2025,
the applicable accounting standards read with requirements set out under Schedule III
to the Act, have been followed and there are no material departures from the same;

b) the accounting policies as selected are consistently applied and made judgments and
estimates that are reasonable and prudent manner so as to ensure true and fair view of
the state of affairs of the Company as at 31^st March, 2025 and of the profit of the
Company for the year ended on that date;

c) adequate accounting records are maintained in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;

d) financial statements have been drawn up on a going concern basis

e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.

42. Cyber security governance:

Cyber security governance includes a board member overseeing the cybersecurity
strategy and the executive management team, accountable for managing cybersecurity.
The Senior Management track all the recent happenings related to cyber security risks on
ongoing and periodical basis and solves the related issues.

43. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated persons of the Company, as
per SEBI (Prohibition of Insider Trading) Regulations, 2015.

44. Transfer of Amounts to Investor Education and Protection Fund (IEPF):

Your Company has not declared any dividend during the last seven years and accordingly
there are no unpaid or unclaimed dividend for a period of seven years. Therefore, there were
no funds which were required to be transferred to Investor Education and Protection Fund
(IEPF).

45. Corporate Insolvency Resolution Process initiated under the Insolvency and
Bankruptcy Code, 2016 (IBC):

No application has been filed for corporate insolvency resolution process, by a financial or
operational creditor or by the Company under the IBC before the National Company Law
Tribunal.

46. Acknowledgment:

Your Companys organizational culture upholds professionalism, integrity and continuous
improvement across all functions, as well as efficient utilization of the Companys resources
for sustainable and profitable growth. Your directors wish to place on record their
appreciation for the sincere services rendered by employees at all levels and also wish to
place on record their appreciation for the valuable co-operation and support received from
the various Government Authorities, Banks/ Financial Institutions and other stakeholders
such as members, customers and suppliers, among others. Your directors also commend the
continuing commitment and dedication of employees at all levels, which has been critical
for the Companys success and look forward to their continued support in future.

For and on behalf of the Board

 

Ram Swaroop Joshi	Pawankumar Choudhary
DIN:07184085	DIN:03125806
Managing Director	Director

 

Registered Office:

Gala No. 4, Saarthak,

Building No. 1,

Square Industrial Park,

Tungarphata, Vasai (East),

Palghar - 401 208.

 

Place: Vasai

Date: 29th August, 2025