Dr Agarwals Eye Hospital Ltd Directors Report

The Board of Directors (“Board”) have pleasure in presenting the thirty-first Annual Report of the Company together with the audited financial statements for the year ended March 31, 2025

Performance:

The highlights of the financial performance of your company are as under:

Particulars	March 31, 2025	March 31 2024
I Revenue from
Operations	397.15	319.30
II Other Income	5.09	4.97
III Total Income (I+II)	402.24	324.27
IV Expenses
Purchases of
Stock-in-trade	43.11	35.95
Changes in inventory of stock- in-trade	(1.16)	(2.25)
Employee benefit expense	78.32	63.78
Finance costs	13.44	7.17
Depreciation and amortization expense	39.45	26.61
Other expenses	158.58	130.76
Total expenses	331.54	262.02
V Profit before tax (III-IV)	70.70	62.25
VI Tax expense
(a) Current tax (including prior years)	15.81	16.22
(b) Deferred tax	0.24	-0.33
VII Profit for the Year (V-VI)	54.65	46.36
VIII Other Comprehensive Income Items that will not be reclassified to profit or loss
(a) Remeasurements of the defined benefit liabilities / (asset)	0.22	0.05
(b) Income tax relating to items that will not be reclassified to profit or loss	(0.06)	(0.01)
Total other comprehensive (loss) / income for the year	0.16	0.04
IX Total comprehensive income for the year (VII+VIII)	54.81	46.40

Course of business and outlook / business performance

During the year under review, the company had clocked a turnover of Rs. 397.15 crores, as compared to Rs. 319.30 crores in the previous financial year. The profit before tax before isat Rs. 70.70 crore as compared to last year?s profit tax of Rs. 62.25 crore.

Share Capital

The authorized equity share capital as on March 31, 2025, was Rs. 20 crores divided into 2 crores equity shares of Rs. 10 each. The paid up equity share capital as on March 31, 2025, was Rs. 4.7 crore divided into 0.47 crore equity shares of Rs. 10 each. There has been no increase in the paid-up share capital of the Company during the financial year.

Particulars of Subsidiaries, Associates and Joint venture Companies

The Company has no Subsidiaries, Associates and Joint ventures during the financial year 2024

Dividend

The Board has recommended a dividend of Rs. 3.50 per equity share of face value of Rs. 10 each as final dividend.

Interim Dividend

During the financial year 2024-25, the Board in their meeting held on October 29, 2024, declared an interim dividend of Rs. 2.50 per equity share of Rs. 10 and the same was credited on November 21, 2024.

Meetings

During the financial year, the Board of the Company met four (4) times. The details regarding the board meetings and committee meetings are given separately in the report on corporate governance as Annexure V to this report. The gap intervening between two meetings of the Board is within the stipulated time frame prescribed in the Companies

Act, 2013 and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

Transfer to Reserves:

During the year under review, no amount has been transferred to the general reserve of the Company.

Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.

Material changes and commitments affecting the financial position the company between the end of the financial year and the date of the report:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Particulars of loans, guarantees or investments:

The company has neither given any loans or guarantees nor made any investments as covered under the provisions of section 186 of the Companies Act, 2013, during the financial year 2024-25.

Internal Control Systems and their

Adequacy:

The company has an adequate system of internal control -25. in place, which has been designed to provide reasonable assurance with regard to maintaining proper accounting controls, monitoring the operations, protecting assets from unauthorized use or losses, compliance with regulation and for ensuring reliability of financial reporting.

The internal audit function is carried out by independent firm of Chartered Accountants. The scope and authority of the internal audit is defined by the Audit Committee.

The internal audit reports are placed before the Audit Committee for its review and the internal auditors attend the Audit Committee meetings.

Directors / Key Managerial Personnel:

In accordance with Section 152 of the Companies Act 2013, as per the articles of association of the Company and the recommendation of the Board, Dr. Athiya Agarwal, Whole-Time Director, retires by rotation at the ensuing Annual

General Meeting (“AGM”), and being eligible offers herself for reappointment.

The following were the changes in the composition of the

Board Key Managerial Personnel during the year:

1. CA. Latha Ramanathan (DIN: 07099052) was appointed as a Non-executive Independent Director of the

Company for a term of five (5) years with effect from

May 31,2024.

2. The term of appointment of Ms. Lakshmi Subramanian who was appointed as an Independent Director of the

Company with effect from June 03, 2019, for a period of five (5) years expired on June 02, 2024. of3. Mr. Shiv Agrawal (DIN: 00040199) was appointed as a Non-executive Independent Director of the Company for a term of five (5) years with effect from September

06, 2024.

4. The second term of five years of Mr. Sanjay Anand who was appointed as an independent director of the Company with expired on September 08, 2024.

5. Mr. B. Udhay Shankar, resigned from the position of iOff Chief cer of the Company with effect Financial from September 21, 2024.

6. Mr. Yashwanth Venkat was appointed as the Chief

Financial cer of the Company with effect from

October 29, 2024.

The composition of the Board of the Company and other details required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given separately in the report on corporate governance as Annexure V to this report.

The following are the Key Managerial Personnel (KMP) of the Company as on March 31, 2025:

Dr. Amar Agarwal, Chairman cum Managing Director

Dr. Athiya Agarwal, Whole-time Director

Mr. Yashwanth Venkat, Chief Financial Officer

Ms. Meenakshi Jayaraman, Company Secretary and Compliance Officer

Declaration from Independent Directors:

The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of

Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, all the Independent Directors have confirmed that they have registered themselves on the Independent Directors? data bank maintained by the Indian Institute of Corporate

Affairs as mandated by Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent

Directors have complied with the code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and in the opinion of the Board, the Independent Directors appointed during the year are people of integrity, expertise and experience (including the proficiency).

Separate meeting of Independent Directors

During the year under review, the Independent Directors met on March 29, 2025, without the presence of Non-independent Directors and members of the management.

Board Evaluation:

The Nomination and Remuneration Committee as well as the Board have evaluated the performance of the Board as a whole, various Committees and also of the individual Directors. The manner in which the evaluation was carried out has been disclosed in the report on corporate governance attached to this report. A structured analysis is done after taking into consideration the inputs received from Directors, covering various aspects of the Board?s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who are evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and of its minority shareholders etc.

Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, KMP, senior management personnel and their remuneration. The salient features of the remuneration policy details are stated in the report on corporate governance. The remuneration policy approved by the Board is uploaded on the website of the Company at https://dragarwals.co.in/dr-agarwals-eye-hospital/#corporate-policies-codes

Statutory Auditors:

M/s Deloitte Haskins and Sells (Firm Reg. No 008072S) Chartered Accountants, were appointed as the Statutory Auditors of the Company at the 26th AGM for the period of five years till the conclusion of 31st AGM of the Company. The term of appointment of M/s. Deloitte Haskins and Sells expires at this AGM and the Audit Committee in their meeting held on May 28, 2025 has recommended the appointment of

S. R. Batliboi & Associates LLP (EY), Chartered Accountants,

Chennai with ICAI Registration Number FRN. 101049W/ E300004 as the Statutory Auditors of the Company and the same has placed before the shareholders for approval in this AGM notice. The Statutory Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the peer review Board of the ICAI.

The audit report for the financial does not contain any qualification, reservation or adverse remark. Hence, there is no requirement for the Board to provide any explanation or comment on the same. The audit report is enclosed with the financial this Annual Report.

Cost auditor:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board appointed M/s. BY & Associates, Cost Accountant in practice (Firm Registration No: 003498) as

Cost Auditor for the financial year 2024-25. Proposal for ratification of remuneration of the cost before the shareholders.

For the financial year 2024-25, the Cost Auditors have provided no qualification or adverse remark in the cost audit report and provided an unmodified opinion.

Further, the Company maintains cost records as per the provisions of Section 148(1) of the Companies Act, 2013 and the rules and regulations made thereunder.

Annual Return:

In accordance with Sections 134(3)(a) and 92(3) of the Companies Act, 2013 the annual return in form MGT 7 is placed on the website at https://dragarwals.co.in/dr-agarwals-eye-hospital/

Particulars of employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in prescribed format and annexed herewith as Annexure I to this Directors? Report along with the statement as requiredunderRule5(2)&(3)oftheCompanies(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, the Annual Report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and the same will be provided free of cost to the shareholder.

Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Subramanian Chandrasekar, Practicing Company Secretary (Membership No: FCS 6773) to undertake the Secretarial Audit of the Company for the financial year 2024-25. The secretarial audit report is annexed as Annexure II to this Directors? Report.

There are no observations in the secretarial audit report.

Management Discussion & Analysis report:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“Listing Regulations”), the Management Discussion and Analysis report is annexed as Annexure III to this Directors? report.

Risk management:

The Company continues to have an effective risk management process in place. The management and the Board continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the management are annexed as part of the Management Discussion and Analysis report.

Significant & material orders passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the

Regulators or Courts or Tribunals which would impact the going concern status of the Company.

Conservation of energy, technology absorption

The Company is exploring new technologies and improving the existing technologies applicable to the healthcare business. In all its new locations, the company has been using LED technology lamps to conserve energy as well as costs.

Foreign exchange earnings / outgo:

Foreign Exchange Earnings: 74,61,302 (Previous Year

1,63,84,328)

Foreign Exchange Outgo: 1,49,33,550/- (Previous Year

1,15,79,014)

Change in nature of business:

There was no change in the nature of business during the financial year.

Details in respect of frauds reported by Auditors under section 143(12):

During the year under review, there were no frauds reported by the Auditors under Section 143(12), of the Companies Act, 2013.

Information on listing with stock exchange

The Company?s equity shares are listed at BSE Limited and the scrip code is 526783.

Secretarial Standards

During the financial year 2024- 25, the Company has complied with applicable secretarial standards issued by the Institute of the Company Secretaries of India.

Insolvency and Bankruptcy Code

No application is made and no such proceedings is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-25.

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

No such transactions were made during the financial year

2024-25.

Changes in accounting policies:

During the financial year 2024-25, there were no changes in the accounting policies.

Directors? Responsibility Statement:

In terms of Section 134 clause (c) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that: (i) In the preparation of the annual accounts, the applicable accounting standards have been followed. (ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit or loss of the Company for the (iii) TheDirectorshavetakenproperand for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) The Directors have prepared the annual accounts on a going concern basis.

(v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating

(vi) The Directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Vigil mechanism / whistle blower policy:

The Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any. The policy can be viewed at https://dragarwals.co.in/wp-content/ uploads/2025/06/Vigil-Mechanism-Whistle-Blower-Policy. pdf

Corporate Social Responsibility (CSR)

Committee:

The Company has constituted CSR Committee and following are the member: a. Dr. Athiya Agarwal -Chairperson b. Dr. Amar Agarwal -Member c. CA Sanjay Anand–Member* d. CA Latha Ramanathan# e. Mr. Shiv Agrawal$ *Till September 08, 2024.

#From July 25, 2024 $ From October 29, 2024

The CSR policy is available on the Company?s website and can be viewed at https://dragarwals.co.in/wp-content/ uploads/2024/07/CORPORATE-SOCIAL-RESPONSIBILITY-CSR-POLICY-1.pdf

The Company has incurred an expenditure amounting to Rs. 99,68,658/- by way of contribution towards CSR responsibilities. The report on the same for the financial year 2024-25 is given in annexure IV forming part of this Directors? report.

Report on Corporate Governance:

year under review. A report on corporate governance as well as a certificate from confirmingthe a Practicing Company Secretary compliance with the conditions of the corporate governance are annexed as annexure – V to this Directors? Report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup by the Company to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received or disposed off during the financial year 2024-25.

Employee Relations:

Employee relations throughout the year were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all the employees in advancing the company?s vision and strategy to deliver another record performance.

Related party transactions:

All related party transactions that were entered into during the financial year were on arm?s length basis and were in the ordinary course of the business, and the details of the same are furnished under notes on account and also annexed as

Annexure VI to this Directors? Report in form AOC-2. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designated personnel or other designated persons, which may have potential conflict with interest of the company at large. The Board of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, and the Rules there under. The policy can be viewed at https://dragarwals.co.in/wp-content/uploads/2025/02/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-

TRANSACTIONS.pdf

The Code requires obtaining pre-clearance for dealing in the Company?s shares and prohibits the purchase or sale of Company?s shares by the Directors and the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed.

Annexure particulars

Annexures forming part of this Directors? Report

The following annexures referred in this report and other information which are required to be disclosed are attached and forms an Integral part of this Directors? report

1. Information required under section 197 of the Companies Act, 2013

2. Secretarial Audit Report

3. Management Discussions and Analysis Report

4. Report on Corporate Social Responsibility Activities

5. Report on Corporate Governance

6. Form AOC-2

Acknowledgements:

The Board wish to place on record their appreciation for the continuous support received from the members, customers, suppliers, various statutory bodies of the Government of India and the Company?s employees at all levels.