Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 15, 2020, the Board of Directors of Nemaura Medical
Inc. (the “Company”) appointed Justin Mclarney to serve as the Company’s Chief Financial Officer. Prior to Mr.
Mclarney’s appointment, Dewan Fazlul Hoque Chowdhury, the Company’s Chief Executive Officer, President and member of
the Company’s Board of Directors, also served as interim Chief Financial Officer. Following Mr. Mclarney’s appointment,
Mr. Chowdhury continues to serve as the Company’s Chief Executive Officer, President and director.
Set forth below is certain biographical information regarding Mr.
Mclarney.
Justin Mclarney, age 48, brings with him a wealth of experience
within international finance, accounting, and process development and control and has been a Chartered Accountant since 1999. He
has a strong track record of driving profitable growth across businesses encompassing ecommerce, retail, logistics, and supply
chain operations at an international level. Mr. McIarney has held various senior finance and operational roles, including most
recently as the Senior Director, International Finance at Lands’ End Inc. from January 2016 to May 2020, where he was responsible
for all finance teams across the European and Japanese business units. From February 2007 to September 2015, Mr. Mclarney worked
for Office Depot in a range of increasingly senior roles culminating in the position of Senior Director of Finance for the European
Contract business. Prior to this, he spent over 10 years in accounting practice, the final seven years of which was with Ernst
& Young LLP. Before his transition into accounting, Mr. McIarney studied law and obtained his Legal Practice Certificate.
In connection with Mr. Mclarney’s appointment, Dermal Diagnostics
Limited, an indirect wholly owned subsidiary of the Company (“Dermal Diagnostics”), entered into that certain Employment
Agreement (the “Mclarney Agreement”), dated September 15, 2020, between Dermal Diagnostics and Mr. Mclarney.
Pursuant to the terms of the Mclarney Agreement, Mr. Mclarney will
serve as Chief Financial Officer, subject to an initial probationary period of six months beginning on September 15, 2020, which
probationary period may be extended. Dermal Diagnostics agreed to pay Mr. Mclarney an annual base salary of £90,000 (approximately
$116,312). Mr. Mclarney also will be eligible to receive annual stock option grants.
Either party may terminate Mr. Mclarney’s employment by giving
the other party notice. During the initial probationary period, the terminating party must give the other party one month’s
notice prior to terminating. Thereafter, the terminating party must give the other party three months’ notice prior to terminating.
In the case of gross misconduct by Mr. Mclarney, however, Dermal Diagnostics may terminate Mr. Mclarney’s employment without
notice and without pay.
The foregoing descriptions of the Mclarney Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Mclarney Agreement, a copy of which is filed
hereto as Exhibit 10.1 and is incorporated herein by reference.