Directors Report of Nexus Surgical and Medicare Ltd.

Mar 31, 2025

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:

	Particulars	For the year ended 31^st March 2025	For the year ended 31^st 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 (âBSEâ).

6. Dematerialization of Shares:

97.40% of Companyâs paid-up Equity Share Capital is in dematerialized form as on 31^stMarch, 2025 and the balance 2.60% is in physical form. The Companyâs 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:

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
Companyâs 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^thSeptember, 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 Auditorsâ 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 Companyâs 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 companiesâ 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 NonÂ¬
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^rdAugust, 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^rdAugust, 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 (âActâ) and Regulations 22 of the Listing
Regulations our Company has adopted a Vigil Mechanism Framework (âFrameworkâ) 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 Companyâs 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 armâs
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 (âPOSHâ) 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 (âSS-1" and âSS-2") relating
to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ issued by the Institute of
Company Secretaries of India (âICSI") 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:

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 Companyâs organizational culture upholds professionalism, integrity and continuous
improvement across all functions, as well as efficient utilization of the Companyâs 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 Companyâs success and look forward to their continued support in future.

Registered Office: For and on behalf of the Board

Gala No. 4, Saarthak,

Building No. 1,

Square Industrial Park,

Tungarphata, Vasai (East),

Palghar - 401 208.

Ram Swaroop Joshi Pawankumar Choudhary
Place: Vasai DIN: 07184085 DIN: 03125806

Date: 29^th August, 2025 Managing Director Director

Mar 31, 2024

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 31^st March 2022	For the year ended 31^st 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:

5. Listing with Stock Exchanges:

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

6. Dematerialization of Shares:

97.40% of Companyâs paid-up Equity Share Capital is in dematerialized form as on 31^stMarch, 2024 and the balance 2.60% is in physical form.

The Companyâs 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 (âActâ) read
with the Companies (Acceptance of Deposits) Rules, 2014.

10. Finance & Accounts:

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 Companyâs state of affairs and profit for the Financial Year 2023-24.

11. Statutory Auditors:

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

12. Secretarial Auditors:

(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:

(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:

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:

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:

19. Corporate Social Responsibility (CSR):

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:

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:

b) The Board of Directors of the Company appointed Mr. Ashish Durgaprasad
Mishra (holding DIN 10014935), as an Additional Director (Professional NonÂ¬
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:

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.

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 Companyâs website.

25. Nomination and Remuneration Policy:

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:

28. Risk Management:

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:

31. Board Evaluation:

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.

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 âPrevention, Prohibition and
Redressal of Sexual Harassment of Women at Workplaceâ in accordance with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
(âPOSHâ) 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 2023Â¬
24, the Company has adhered with the applicable provisions of the Secretarial Standards
(âSS-1" and âSS-2") relating to âMeetings of the Board of Directorsâ and âGeneral
Meetingsâ issued by the Institute of Company Secretaries of India (âICSI") 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 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.

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 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.

36. Corporate Governance:

37. Ratio of Remuneration:

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

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 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
Companyâs success and look forward to their continued support in future.

Registered Office: For and on behalf of the Board

Gala No. 4, Saarthak,

Building No. 1,

Square Industrial Park,

Tungarphata, Vasai (East),

Palghar - 401 208. sd/- sd/-

Ram Swaroop Joshi Pawankumar Choudhary
Place: Vasai DIN: 07184085 DIN: 03125806

Date: 25^th July, 2024 Managing Director Director

Mar 31, 2015

The Directors have pleasure in presenting their Twenty-fourth Annual Report together with the Audited Accounts of the Company for the year ended on 31 st March, 2015.

1 FINANCIAL HIGHLIGHTS (Amount in T)

Sr Particulars Year ended Year ended No. 31st March, 2015 31st March, 2014

A Total Revenue 43,25,000 9,61,750

B Total Expenses 21,93,821 2,44,251

C Profit/(Loss) Before Tax 21,31,179 7,17,499

D Tax expense

- Current Tax 6,60,000 2,40,000

- Deferred Tax 1,395 0

E Profit/(Loss) after Tax 14,69,784 4,77,499

2. Financial Performance

During the year under review, the Company has earned Total Revenue of Rs. 43,25,000/- in comparison to Rs. 9,61,750/- during the previous year. The Company has earned net profit of Rs. 14,69,784/- in comparison of Rs. 4,77,499/- during the previous year. Your directors are hopeful of better performance in the forthcoming year. There was no change in the nature of the business of the Company during the year.

3. Dividend & Reserves

Your Directors abstain from declaring any dividend for the year and no amount of profit earned during the year was transferred to General Reserve.

4. Management Discussion & Analysis

Management Discussion & Analysis report is being given under Corporate Governance Report. 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.

5. Listing With Stock Exchanges

Equity Shares of our Company was listed at Madras Stock Exchange up to 8th January, 2015. At Present, the Equity shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE).

6. Demiterialization of Shares

71.06% of the Company's paid up Equity Share Capital is in demiterialized form as on 31 st March, 2015 and balance 28.94% is in physical form. The Company's Registrar and Transfer Agent is Purva Sharegistry (India) Private Limited having their registered office at No.9, Shiv Shakti Industrial Estate, Ground Floor, J. R. Boricha Marg, Opp. Kasturba Hospital, Lower Parel, Mumbai-400011. _____

7. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

8. Finance & Accounts

The Company has not raised any finance by issue of any securities during the year. The Company has adequate financial resources at its disposal for carrying on its business. Details of transactions are given in the Notes to the Financial Statements.

Your Company prepares its financial statements in compliance with the requirements of Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. 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 and reasonably present the Company's state of affairs and profit for the year ended 31 st March, 2015.

9. Subsidiaries, Joint Ventures and Associates Companies

The Company does not have any Subsidiary/Joint Ventures/Associate Companies.

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. Extractof The Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "AnnexureA".

12. Statutory Auditors

(a) Comments and notes by auditors in the opinion of the management are self-explanatory and do not require any further comments.

(b) M/s. Raj and Ravi, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

13. Secretarial Auditors

In terms of Section 204 of the Act and Rules made there under, M/s. Ramesh Chandra Bagdi & Associates, Practicing Company Secretary have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is annexed as "Annexure B" to this report. The report is self-explanatory and do not call for any further comments.

14. 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 the particulars regarding conservation of Energy and Technology absorption. The Company is not a manufacturing Company; therefore information required under this clause is not applicable to the Company.

15. Foreign Exchange Earnings/Outgo

The Company has neither incurred any expenditure nor earned any income in foreign exchange.

16. 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.

17. Human Resources

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

18. Directors and Key Managerial Personnel

(i) Changes in Directors and Key Managerial Personnel:

I. Appointment of Directors retiring by rotation:

Mr. M.V.S. Kishore (DIN 01280331) Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

ii. Resignation of Directors:

During the year, Mr. Sanjay Kumar Krowidi (DIN 02469503) and Mr. Tirumala Prasad Reddy Karumiri (DIN 01845679) tendered their resignation from the Directorship of the Company. The Board places its sincere gratitude for the valuable services rendered by them during their tenure as directors of the Company.

(ii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

19. Meetings of the Board

The Board of Directors duly met 10 times during the financial year, the details of the same are being given in the Corporate Governance Report.

20. Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy.

21. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

22. Related Party Transactions

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC 2 is not required. During the year, no material related party transactions were entered into with related parties by the Company. Details of transactions with related parties are given in the Notes to the Financial Statements.

23. 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.

24. Safety:

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

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

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

26. 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.

27. Audit Committee:

The Audit Committee was reconstituted on 2nd May, 2014. The Audit Committee is comprised of three Directors out of which two Directors are Independent Directors. The composition of the Audit Committee is as follows:-

Sr. No. Members

1 Mr. M. V. S. Kishore

2 Mr. Avinash Kumar Ardawatia

3 Mr. Rajesh Sodani

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

28. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India under Clause 49 of the Listing Agreements.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

29. Corporate Governance:

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. It is imperative that our company affairs are managed in fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

We comply with the Securities and Exchange Board of India (SEBI)'s guidelines on corporate governance. We have documented our internal policies on corporate governance. Several aspects of the act such as Whistle Blower Policy and Code of Conduct and Ethics, have been incorporated into our policies. A report on a Corporate Governance is appended as annexure to this report.

30. Ratio of Rem u neration:

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:

Sr. Name Designation Remuneration % increase from Ratio/Times No. FY 2014-15 previous year per Median of Employee Remuneration

1. Rupesh Roongta Whole 3,20,000 N. A. 4 Time Director

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.

31. Share Capital

A) Buy Back of Securities

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

B) Sweat Equity

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

C) Bonus Shares

No Bonus Shares were issued during the year under review.

D) Employees Stock Option Plan

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

32. 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 31st March, 2015, 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 judgements 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, 2015 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.

33. Acknowledgment

Your directors.take the opportunity to record their deep sense of gratitude for the valuable support and cooperation extended to the Company by its shareholders and bankers.

Registered Office: FOR AND ON BEHALF OF THE BOARD

1 ,Annai Avenue Main Road,

(Agraharam), 1st Floor,

Nr. Seetharaman Lakyana Mandapam, RUPESH ROONGTA

KoraturNorth,Chennai-600076. DIN 02576510

CHAIRMAN Date: 30th May 2015

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