Lotus Eye Hospital & Institute Ltd Directors Report

Dear Shareholders,

Your directors have pleasure in presenting the 28th Annual Report of your Company together with the audited accounts for the year ended 31st March 2025.

FINANCIAL RESULTS

PARTICULARS	31.03.2025	31.03.2024
	(Current year)	(Previous year)
Income from Operations and other income	5,086.38	4951.26
Less: Expenses	4,949.10	4550.48
Add/Less: Exceptional Items	0.98	0.59
Profit /(Loss) before Tax	138.26	401.37
Less: Provision for Taxes:
Current tax	36.34	100.19
Deferred Tax	27.99	9.73
Profit / (Loss) after tax	73.93	291.45

FINANCIAL HIGHLIGHTS:

During the year under review company has increased its turnover and the company has set the path of expansion by opening a new center at Karur. Ours is a net debt zero company. The net profit of the company has gone down due to the expansion path as company has opened new center at Karur.

DIVIDEND:

The company has not declared any dividend during the financial year under review.

SHARE CAPITAL:

The Paid up equity share capital as on 31st March, 2025 was 2,079.63 Lakhs. During the year under review, the Company has not issued any shares to the Shareholders. The company has neither issued shares with differential voting rights nor granted stock options or sweat equity shares.

UNPAID DIVIDEND:

Pursuant to Section 124 of Companies Act 2013 the transfer of unclaimed dividend shall commence from the financial year 2024-25. The data pertaining to the unpaid dividend as on 31st march 2025 is hereby mentioned below:

Financial Year	Date of declaration of dividend	Final date of claiming dividend	Unclaimed dividend
2017-18	24-08-2018	20-010-2025	99749
2020-21	17-09-2021	17-09-2028	335508.05
2021-22	22-09-2022	22-09-2029	289225
2022-23	25-09-2023	25-09-2030	275950.50

FINANCE:

Cash and cash equivalents as at 31st March, 2025 was Rs 201.11. Lakhs. The Company continues to focus on prudent management of its working capital, receivables, inventories and other working capital parameters which are kept under strict check and compliance through continuous monitoring.

TRANSFER TO RESERVE:

During the financial year under review no amount was transferred to reserves

DEPOSITS:

During the year under review, your company has neither accepted nor repaid any deposits from public covered under Sections 73 to76 or any other relevant provisions of the Act and rules framed there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the financial year under review, your Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by the company is given in the notes to the financial statements.

CORPORATE SOCIAL RESPONSIBILITIES:

During the financial year under review the provisions of Section 135 of Companies Act 2013 did not apply. During the last financial year 2023-24 when the CSR provisions became applicable for the first time the company has utilized an amount of Rs 50,000 as part of on-going project involving promotion of healthcare and the remaining amount of 7,27,900 was transferred to unspent bank account maintained with Canara bank.

DIRECTORS:

Directors retiring by rotation:

Ms. Kavetha Sundaramoorthy (DIN:2050806, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Information regarding the Directors seeking appointment/re-appointment:

Material information regarding the Directors seeking appointment /re-appointment as required by Regulation 36 of the SEBI (LODR) Regulations, 2015 has been given in the Notice convening the ensuing Annual General Meeting and in the Statement pursuant to Section 102 of the Act.

Declaration by Independent Directors:

All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

In opinion of the Board with Independent Directors possess integrity, expertise and experience

(including the proficiency).

Familiarisation Programme:

Your Company has adopted a policy on Familiarization programme of Independent Directors. During the year under review one programme was conducted by the company. Details of such programme for familiarisation of the Independent Directors are put on the website of the Company at the following web-link: https://www.lotuseye.org/Investors.php.

Statutory Disclosure:

None of the Directors of the Company is disqualified as per the applicable provisions of the Act. A certificate in this regard is certified by the Secretarial Auditors is attached with the Corporate Governance Report.

BOARD EVALUATION:

The Board has carried out an evaluation of its own performance, the Directors performance individually as well as evaluation of the working of its Audit Committee and Nomination and Remuneration Committee internally. As part of evaluation company has distributed questionnaires to various directors and has received their evaluation as required under law.

REMUNERATION POLICY:

The Policy on Board Diversity and Nomination & Remuneration Policy as recommended by the Nomination & Remuneration Committee has been approved by the Board of Directors. The said policies are annexed to the Boards Report and are also available on the Companys website at the following link: https://www.lotuseye.org/Investors.php.

MEETINGS:

During the year, four Board Meetings, four Audit Committee Meetings, one Nomination and Remuneration Committee Meeting was convened and held. One Stakeholder Relationship Committee Meetings for the financial year 2024-25were held. The details of there are given in the Corporate

Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD:

Currently the Company has three Committees i.e. Audit Committee, Nomination and Remuneration

Committee and Stakeholders Relationship Committee. All the committees are Independent under the

Chairmanship of an Independent Director. The details of the compositions, terms of reference, meetings, etc., of said Committees are given in the Report on Corporate Governance which forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) 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. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the company at the end of the financial year and of the company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 2013 for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

IV. Annual accounts have been prepared on going concern basis.

v. Internal financial controls to be followed by the company were followed and those internal financial controls are adequate and were operating effectively. vi. Devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of the business. There were no subsequent material modifications to the existing related party transactions. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status and Companys operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and date of this report.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Conduct" which forms an Appendix to the Code. The Code has also been posted on the Companys website at the following link: https://www.lotuseye.org/Investors.php.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

KEY MANAGERIAL PERSONNEL:

The details of the Key Managerial Personnel of the Company, their appointment / cessation during the year under review and remuneration are given in the draft Annual Return. Further the board took note that the compliance officer is one level below the board as per the SEBI circular dated 12th Dec, 2024

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Your Company is committed to developing a culture where it is safe for any Whistle Blower to raise concerns about any poor or unacceptable practice and any event of misconduct. The alleged misconduct may be classified in many ways; namely, violation of a law, rule, regulation and / or a direct threat to public interest, such as health and safety violations and corruption.

Your Company will not tolerate any form of victimization and will take appropriate steps to protect a bona fide whistle blower and shall treat any retaliation as a serious disciplinary offence that merits disciplinary action. The Company will protect the identity of the whistle blower, if so desired, provided that the whistle blower will need to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process. If circumstances so require, the employee can make complaint directly to the Chairman of the

Audit Committee. The said mechanism can also be availed by the Directors of the Company.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there is no change in nature of business of the Company.

‘Whistle Blower Policy of your Company is available on the website of the Company at the following link: https://www.lotuseye.org/Investors.php.

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 employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

Company has put in place pan level freezing for all designated persons so as to prohibit dealing in shares of the company. The Board is responsible for implementation of the Code. The compliance of the regulation and code is reviewed by the Audit committee on a regular basis.

The same Code is available in the website of your Company at the following link: https://www.lotuseye.org/Investors.php.

All Board of Directors and the designated employees have confirmed compliance with the Code.

AUDITORS REPORT:

The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act,

2013.

AUDITORS:

M/s. Anbarasu & Jalapathi, Chartered Accountants are your statutory auditors, who shall hold office till the conclusion of 30th Annual General Meeting i.e., FY 2026-27.

INTERNAL AUDITORS:

CA P Vishnu Adithan, Practicing Chartered Accountant was appointed as the Internal Auditors of the Company for the financial year 2024-25 pursuant to Section 138(1) of the Act.

SECRETARIAL AUDIT/AUDITORS:

Pursuant to provisions of section 204 of the Companies Act, 2013 read with Regulation 24A (1C) the Board of directors have appointed Mr.P .Eswaramoorthy (CP No. 7069) Company Secretary in Practice for a period of 5 years subject to approval of shareholders in the ensuing Annual General Meeting from

Financial year 2025-26 to 2029-30 to undertake the Secretarial Audit of the Company.

DIRECTORS & KMP:

Neither there was appointment nor there was resignation of directors or KMP during the financial year 2024-25.

SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The Company Secretary in Practice has made his observation in Secretarial Audit Report. (MR-3) which is annexed herewith as "Annexure IV.

COST AUDIT:

The applicability of cost audit under section 148 is not applicable

DRAFT ANNUAL RETURN:

The details forming part of the draft Annual Return in form MGT-7 is posted in the website https://www.lotuseye.org/Investors.php.

BUSINESS RISK MANAGEMENT:

The Company has a robust Risk Management plan to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. As part of the Risk Management framework, the

Company reviewed periodically the various risks and finalized the mitigation plans. The identified risk areas were covered by the Internal Audit and major risks were discussed periodically. Since company is governed by NBEMS the company has a risk management plan for each and every department.

PARTICULARS OF EMPLOYEES:

Statements containing the details as required in terms of the provisions of Section 197 of the Act read with Rule 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure I.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, is set out as separate Annexure, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (Refer "Annexure II" and "Annexure III"

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

Steps taken for conservation	The operation of the Company being service related requires normal consumption of electricity. The Company is taking every necessary step to reduce the consumption of energy.
Steps taken for utilizing alternate sources of energy	Nil
Capital investment on energy conservation equipments	In view of the nature of activities carried on by the Company, there is no capital investment on energy conservation equipments.

b) Technology Absorption:

Efforts made for technology absorption	Nil
Benefits derived	Nil
Expenditure on Research & Development, if any	Nil
Details of technology imported, if any	Nil
Year of import	Nil
Whether imported technology fully absorbed	Nil
Areas where absorption of imported technology has not taken place, if any	Nil

c) Foreign Exchange Earnings/ Outgo (Rs. In Lakhs):

Earnings	Nil
Outgo	Nil

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There are no complaints received by the company during the financial year 2024-25.. Company has carried out an awareness program for all its woman employees regarding their various rights under the Act while working in an organization.

The Company has complied with the provisions of the Maternity Benefits Act, 1961.

INSOLVENCY AND BANKRUPTCY CODE 2016:

There was no application made under the Insolvency and Bankruptcy Code 2016 during the financial year under purview.

FRAUDS UNDER SECTION 143(12) REPORTED BY STATUTORY AUDITORS:

There were no instances of fraud reported during the financial year 2024-25 by the statutory auditors.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Company is in compliance with secretarial standards issued by the Institute of Company Secretaries of India.

LISTING WITH STOCK EXCHANGES:

The company has listed its equity shares in Bombay Stock Exchanges and National Stock Exchanges.

QUALIFICATION ADVERSE REMARKS RESERVATIONS BY AUDITORS IF ANY:

There are no Qualification, Adverse Remarks Reservations by statutory Auditors in the Independent

Auditors Report and secretarial auditors in the Independent Auditors Report.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT:

Your Company has put in place, well defined and adequate Internal Control System and Internal

Financial Control (IFC) mechanism commensurate with size, scale and complexity of its operations to ensure control of entire business and assets. The functioning of controls is regularly monitored to ensure their efficiency in mitigating risks. A comprehensive internal audit department functions in house to continuously audit and report gaps if any, in the diverse business verticals and statutory compliances applicable.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

A Business Responsibility And Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective, as required in terms of the provisions of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Since the compliance is on voluntary basis and the company does not fall under the threshold for mandatory compliance company is not obliged to annex the same with the annual report.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff at all levels for their continuous cooperation and assistance.

	For and on behalf of the Board
Place: Coimbatore	(Sd/-)
Date: 29.05.2025	Ms. Sangeetha Sundaramorthy
	Managing Director