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                               May 4, 2023

       Dewan F.H. Chowdhury
       Chief Executive Officer
       Nemaura Medical Inc.
       625 N. Flagler Drive, Suite 600
       West Palm Beach, FL 33401

                                                        Re: Nemaura Medical
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed April 18,
2023
                                                            File No. 333-270511

       Dear Dewan F.H. Chowdhury:

               We have reviewed your amended registration statement and have
the following
       comment. Please respond to this letter by amending your registration
statement and providing
       the requested information. If you do not believe our comment applies to
your facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form S-1

       Cautionary Statement Regarding Forward-Looking Statements, page ii

   1.                                                   Here and in the "Market
and Industry Data Forecasts" paragraphs, you caution that "we
                                                        cannot assure
[shareholders] that the results contemplated in any of the forward-looking
                                                        statements contained
herein will be realized," that they "should not place undue reliance
                                                        on these
forward-looking statements," that market data is based on third party sources,
has
                                                        not been verified and
investors are "cautioned not to give undue weight to such
                                                        estimates." Investors
are entitled to rely on the information in the registration
                                                        statement. It is not
appropriate to directly or indirectly disclaim liability for statements in
                                                        your registration
statement. Please revise or specifically state that you take liability for
                                                        these statements.
       Summary, page 1

   2.                                                   Revise the cover page
and summary to highlight the risk factors added with this amended
                                                        filing.
 Dewan F.H. Chowdhury
Nemaura Medical Inc.
May 4, 2023
Page 2
General

3.    We note your response to comment 1 and reissue the comment in part. We
note the
      disclosure in the definitive proxy statement on page 3 that:
          "As of the Record Date, the Company had 28,899,402 shares of Common
Stock
           issued and outstanding. Holders of shares of Common Stock are
entitled to cast one
           vote per share."
          "The Majority Stockholders collectively held 13,596,205 shares of
common stock as
           of the Record Date, representing approximately 56.41% of the voting
power of all
           shares of the Company   s Common Stock."
      It appears that the holdings of those stockholders, named in the table
below the quoted
      disclosure, comprises only 47% of the shares outstanding. Please advise
or revise your
      analysis accordingly.
       Please contact Abby Adams at (202) 551-6902 or Celeste Murphy at (202)
551-3257 with
any other questions.



                                                          Sincerely,

FirstName LastNameDewan F.H. Chowdhury                    Division of
Corporation Finance
                                                          Office of Industrial
Applications and
Comapany NameNemaura Medical Inc.
                                                          Services
May 4, 2023 Page 2
cc:       Craig D. Linder, Esq.
FirstName LastName