Nexus Surgical And Medicare Ltd

Regulation 74(5) status

• Dematerialisation requests received during the quarter were confirmed to the depositories.
• Securities dematerialised have been listed on the stock exchanges where earlier issued securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled after verification.
• Depository's name substituted in the register of members as registered owner within prescribed timelines.
• Details of dematerialised certificates for the period show NIL.

Nexus Surgical and Medicare Limited – Closure of Trading Window from 1st October, 2026 till expiry of 48 hours after the declaration of the Unaudited Quarterly Financial Results for the quarter and half year ended 30th September, 2026.

Director re-appointment

• Shareholders approved 5-year re-appointment of Ms. Neha Kailash Bhageria (DIN 09217784) as Independent Non-Executive Woman Director.
• Term from 29 September 2026 to 28 September 2031.

Appointment details

• Appointment approved for five-year term from 2 September 2026 to 1 September 2031.
• DIN 10014935; Independent Non-Executive Director.
• AGM approved at the 35th AGM held 25 September 2026.
• Not related to Directors or KMP; not debarred.

Regulatory/compliance confirmations

• Not debarred by SEBI or any authority.
• Not disqualified under Section 164 of the Companies Act, 2013.

Director re-designation

• Ram Swaroop Joshi re-designated as Promoter Non-Executive Director.
• AGM on 25 September 2026 approved the re-designation; effective 2 September 2026.

MD appointment

• Type of change: Appointment of Mr. Anish More as Managing Director.
• Name and designation: Mr. Anish More, Managing Director.
• Effective term: 2 September 2026 to 1 September 2029 (3 years).
• Reason: Approved by members at the 35th AGM.
• Remuneration: Rs 24,00,000 per annum approved.
• Brief profile: MS from UC Riverside; BE in Computer Engineering from Thakur College.
• Brief profile (continued): Former roles at AiTudier and ScribeEMR; Co-Founder of Saans AI.
• Relationships: Not related to any other Director or KMP.

AGM Details

• AGM held on 25 September 2026 at 12:30 p.m. via Video Conferencing.
• Shareholders on record: 5,925.
• Attendees via VC: Promoter Group 1, Public 32.

Resolutions put to vote

• Resolution 1 (Ordinary): Adoption of FY2026 financial statements with Directors’ and Auditors’ report; passed.
• Resolution 2 (Ordinary): Re-appointment of director by rotation; passed.
• Resolution 3 (Ordinary): Appointment of director; passed.
• Resolution 4 (Ordinary): Appointment of Managing Director; passed.
• Resolution 5 (Ordinary): Redesignation of MD to Promoter Non-Executive Director; promoter abstained; passed.
• Resolution 6 (Special): Appointment of Independent Director; passed.
• Resolution 7 (Special): Re-appointment of Independent Woman Director for second term; passed.

Dividend

• No dividend declared or proposed.

Directors & MD changes

• MD appointed; later redesignated as Promoter Non-Executive Director; promoter abstained on redesignation.
• Independent Director appointed.
• Independent Woman Director re-appointed for a second term.

AGM details

• Held on 25 September 2026 at 12:30 p.m. via Video Conferencing.

Resolutions put to vote

• Adoption of Audited Financial Statements for year ended 31 March 2026 (ordinary).
• Re-appointment of Pawankumar Choudhary as Director on rotation (ordinary).
• Appointment of Anish More as Director (ordinary).
• Appointment of Anish More as Managing Director (ordinary).
• Re-designation of Ram Swaroop Joshi as Promoter Non-Executive Director (ordinary).
• Appointment of Ashish Durgaprasad Mishra as Independent Director (special).
• Re-appointment of Neha Kailash Bhageria as Independent Woman Director for second term (special).

Meeting conduct and voting

• Meeting conducted via VC; e-voting used; results disseminated after consolidation.

Price movement clarification

• Issuer: Nexus Surgical and Medicare Limited, script code 538874.
• Price movement is market-driven and not tied to undisclosed information.
• Company confirms ongoing compliance with SEBI LODR 2015 and timely disclosures.
• No impending announcements or corporate actions are communicated at this time.
• Company will continue to promptly inform exchanges of all material events.

Financial highlights

• Revenue from operations: ₹7,86,808.65 (₹ in '00) FY2025-26.
• Total income: ₹7,89,625.77 (₹ in '00) FY2025-26.
• Profit before tax: ₹98,751.68 (₹ in '00) FY2025-26.
• Profit after tax: ₹73,611.70 (₹ in '00) FY2025-26.
• Basic EPS: ₹1.35; Diluted EPS: ₹1.35.
• Dividend recommended: None for FY2025-26.
• No borrowings; debt-free balance sheet.
• Cash from operations: ₹17,314.89 (₹ in '00).
• Closing cash balance: ₹50,442.62 (₹ in '00).

Operational & asset profile

• Trading of medical disposables; no manufacturing.
• Total assets: ₹3,65,045.35 (₹ in '00) as at 31 Mar 2026.
• Trade receivables: ₹1,32,368.17 (₹ in '00) as at 31 Mar 2026.
• Inventories: ₹36,533.96 (₹ in '00) as at 31 Mar 2026.
• Loans and advances: ₹1,02,535.41 (₹ in '00).
• Dematerialization: 97.40% of equity shares.

Capital structure & liquidity

• Equity share capital: ₹5,47,190.00; 54,71,900 shares.
• Top holders: Mildred Mercantile 18.55%; Harivardhan Steel 16.35%; Shyam Alcohol 5.00%.
• Listed on BSE Limited; listing fees paid for FY2025-26.
• No fresh borrowings; adequate liquidity; no long-term debt.
• Net cash position improved; cash balance ₹50,442.62.

Governance highlights

• Anish More appointed Additional Director; MD for 3 years from 2 Sep 2026; remuneration ₹24 Lakh.
• Ram Swaroop Joshi redesigned as Promoter Non-Executive Director from 2 Sep 2026.
• Ashish Mishra appointed Independent Director for 5-year term (2026-2031).
• Neha Bhageria reappointed Independent Woman Director for second 5-year term (2026-2031).
• Board meetings: 6; Audit Committee meetings: 4; Independent Directors’ separate meeting on 30 May 2025.
• Nomination & Remuneration Committee: 2 meetings; 3 members.

Audit, controls & compliance

• Secretarial audit flagged non-publication of quarterly results in newspapers.
• Internal controls: adequate; no material weaknesses observed.
• Auditors’ report: unmodified; no fraud reported.
• Audit Committee met four times; oversight of financial reporting.

Risks & outlook

• FX risk due to import reliance; no hedging presently.
• Supplier concentration risk on overseas manufacturers.
• Regulatory changes could affect costs; import policy risk.
• Competitive market with importers and domestic players.
• Growth drivers: expanding hospital infrastructure; rising health insurance.
• Opportunity to broaden product range in disposables and pharmaceuticals.

Shareholders & disclosures

• 40% of equity shares dematerialized; 2.60% physical.
• Major promoters: Mildred Mercantile 18.55%; others listed in annual report.
• Share transfer agent: Purva Sharegistry (India) Private Limited.
• No unpaid dividend or IEPF transfers; no material contingent liabilities.