Nexus Surgical and Medicare Ltd Directors Report

To,

The Members,

Nexus Surgical and Medicare Limited

Your Directors have pleasure in presenting their Thirty Third 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, 2024.

1. Financial Highlights:

The financial results are summarized below:

(Amount in hundreds)

Particulars	For the year ended	For the year ended
	31st March 2022	31st March 2023
A Total Revenue	3,50,107.70	1,56,690.34
B Total Expenses	3,21,039.17	1,33,809.65
C Profit/(Loss) Before Tax	29,068.53	22,880.69
D Tax expense
- Current Tax	7,700.00	5,700.00
- Tax for earlier years	(80.13)	(23.86)
- Deferred Tax	117.81	134.07
E Profit/(Loss) after Tax	21,330.85	17,070.48

2. Financial Performance:

During the year, the Company has earned Total Revenue of Rs 3,50,107.70. hundreds in comparison to Rs. 1,56,690.34 hundreds during the previous year. The total expenses have been increased from Rs. 1,33,809.65 hundreds to Rs. 3,21,039.17 hundreds. As there is increase in revenue income there was a Net Profit after tax of Rs.21,330.85 hundreds in comparison with Rs. 17,070.48 hundreds of the previous year. Your directors are hopeful of 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 31,2024

3. Dividend & Reserves:

Your Directors have not recommended any dividend on Equity Shares for the year under review 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, 2024 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 Subsidiary/ Associate Companies/ Joint Ventures.

9. Deposits:

Your Company has not accepted any deposits from the public during the year under review, falling within the ambit of Section 73 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

10. 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 2023-24.

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, 2024 is annexed as Annexure A. As regards the qualification in the Report, we submit that that due to technical issues, certain entries were not adequately made in SDD software in real time basis.

13. 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.

14. 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.

15. Unsecured Loan from Directors:

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

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. 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.

18. 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.

19. 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.

20. Human Resources:

Our 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.

21. Meetings of the Board:

The Board of Directors of the Company duly met four (4) times during the Financial Year 2023-24. 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.

22. 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.

23. 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.

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.

(iii) Appointment of Directors retiring by rotation:

Mr. Ram Swaroop Mahadev Joshi (holding DIN 07184085), 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.

24. Vigil Mechanism:

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Vigil Mechanism 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.

25. 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.

26. 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.

27. 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.

28. 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.

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

During the Financial Year 2023-24, 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.

30. 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.

31. 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.

The NRC also reviewed the performance of the Individual Directors. 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.

32. Safety:

The Company has in place anti-sexual harassment policy on ‘Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH") and Rules made thereunder.

During the year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. Secretarial Standards of ICSI:

Pursuant to the provisions of Section 118 of the Act, 2013 during Financial Year 2023-24, 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.

34. Audit Committee:

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	Non-Executive Independent Director
Mr. Avinash Kumar Ardawatia 1	Member	Non-Executive Independent Director
Mr. Surya Kant Modi 2	Chairman	Non-Executive Independent Director
Ms. Neha Kailash Bhageria 2	Member	Non-Executive Independent Director
Mr. Ram Swaroop Mahadev Joshi	Member	Managing Director
1 Upto 30th May, 2024	2 From 30th May, 2024

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

35. Nomination and Remuneration Committee:

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	Non-Executive Independent
		Director
Mr. Rajesh Babulal Sodani 1	Member	Non-Executive Independent
		Director
Ms. Neha Kailash Bhageria	Chairperson 3	Non-Executive Independent
		Director
Mr. Surya Kant Modi 2	Member	Non-Executive Independent
		Director
Mr. Ashish Durgaprasad Mishra 2	Member	Non-Executive Professional
		Director
1 Upto 30th May, 2024	2&3 From 30th	May, 2024

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

36. 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 2023-24 forms part of this Annual Report.

37. 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. 2023-24	% increase from previous year	Ratio / Times per Median of Employee Remuneration
Ram Swaroop Joshi	4800	Nil	1.60
(Managing Director)
Pawankumar Choudhary	4800	Nil	1.60
(Director)
Monika Choudhary	3600	Nil	1.20
(Company Secretary)

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.

38. 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.

39. 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, 2024, 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, 2024 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.

40. 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

41. 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 of the Company 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.