Lotus Eye Hospital & Institute Ltd Directors Report

Dear Members,

The Board of Directors has immense pleasure in presenting the 29th Annual Report of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)

PARTICULARS	2025 26	2025 - 24
Revenue from Operations	5,371.41	4,956.25
Other Income	117.62	130.13
Total Income	5,489.03	5,086.38
Less: Total Expenses	5,493.98	4,949.10
Profit before exceptional items and tax	(4.95)	137.28
Exceptional items	(0.41)	0.98
Profit/(Loss) Before Tax	(5.36)	138.26
Less: Total Tax expense	(13.40)	64.33
Profit for the period	8.04	73.93
Add: Total Other Comprehensive Income	5.69	(14.82)
Total Comprehensive Income for the period	3.73	59.11

During the financial year under review, the Company recorded an increase in its turnover and expanded its operations by opening a new eye care centre at Gobichettipalayam, Erode District. The Net Profit of the Company has declined due to the initial costs incurred towards the expansion of the new centre. The Company expects the new centre to contribute to its future growth.

SHARE CAPITAL:

As on March 31, 2026, the Authorized Share Capital of the Company was Rs. 25,00,00,000 divided into 2,50,00,000 equity shares of Rs. 10 each. The Issued, Subscribed & Paid up Equity Share Capital was Rs.20,79,63,300 divided into 2,07,96,330 equity shares of Rs.10 each. There has been no increase in the Authorized, issued, subscribed & paid-up share capital of the Company during the financial year under review.

ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return in Form MGT-7 is available on the Company s website at www.lotuseye.org/Investors.php

MEETINGS:

During the financial year under review, five Board Meetings were held. The details are provided in the Corporate Governance Report forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the financial year under review, the Company has not given any loans, guarantees or made any investments under the provisions of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

During the financial year, all Related Party Transactions entered into by the Company were in the ordinary course of the business and on an arm s length basis and the Company did not enter into any materially significant Related Party Transactions with Promoters, Key Managerial Personnel or other designated persons that could have potential conflict with interest of the Company.

Further, there were no material contracts or arrangements or transactions and therefore disclosure in Form AOC-2 is not required. The Company has also formulated a Policy on Related Party Transactions which is available on the Company s website at www.lotuseye.org/Investors.php.

TRANSFER TO RESERVE:

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

DIVIDEND:

During the financial year under review, the Company has not declared any dividend.

Unpaid Dividend

As per Section 124 of the Companies Act, 2013 read with applicable rules, dividends remaining unpaid or unclaimed for a period of seven consecutive years from the date of transfer to the Unpaid Dividend Account are required to be transferred to the Investor Education and Protection Fund (IEPF). Correspondingly, the shares in respect of which dividend has remained unclaimed for seven consecutive years are also required to be transferred to the IEPF Authority. In compliance with the aforesaid provisions, the Company issued notices to the concerned Shareholders whose shares are due to be transferred to the IEPF Authority and published the requisite advertisement in the newspaper before effecting the transfer.

During the financial year under review, the unclaimed dividend amount of Rs. 99,749 (2017-18) and 10,530 shares were transferred to the IEPF. The details of unpaid and unclaimed dividends are available on the Company s website at www.lotuseye.org/Investors.php. The details of Unclaimed Dividend Account as on March 31, 2026 is as under:

Financial Year	Final date of claiming dividend	Unclaimed dividend
2020-21	17-09-2028	Rs.3,21,247.00
2021-22	22-09-2029	Rs.2,86,347.50
2022-23	25-09-2030	Rs.2,76,106.50

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.

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

The Operations of the Company, being service-oriented, require normal consumption of electricity. The Company continues to take necessary measures to optimize energy consumption by adopting energy-efficient technologies and improving existing systems. As a part of its energy conservation initiatives, LED lighting has been installed across all new locations to reduce energy consumption and operating costs.

During the financial year under review, the Company does not have any Foreign Exchange inflows and outgo.

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 Company s 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.

CHANGE IN NATURE OF BUSINESS, IF ANY:

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

DIRECTORS & KMP:

Dr. Kuttapalayam Songappan Ramalingam (DIN 01016571) stepped down from the position of Chief Executive Officer and Whole-time Director of the Company with effect from May 29, 2025 and continued as a Non-Executive Director with effect from May 30, 2025. Subsequently, by way of Postal Ballot dated on January 17, 2026, the Shareholders approved (i) the continuation of his directorship as a Non-Executive Director from May 30, 2025 up to February 8, 2026 (being the balance period of his original term as Whole-time Director) and (ii) his appointment as a Non-Executive Non-Independent Director with effect from February

9, 2026.

Dr. Senagounder Natesan (DIN 09012904) was reappointed as Independent Director of the Company by Shareholders by a Special Resolution dated January 17, 2026 passed through Postal Ballot for a consecutive second term of five years from January 03, 2026 to January 03, 2031 considering the skills, expertise and knowledge in hospital administration makes it imperative for the Board to retain his services as Independent Director.

Mr. Achuth Menon, resigned from the position of Company Secretary & Compliance Officer of the Company with effect from February 12, 2026 and Mr. Prathish S, was appointed as Company Secretary & Compliance Officer of the Company with effect from February 13, 2026.

In terms of Section 203 of the Companies Act, 2013, the whole-time Key Managerial Personnel of the Company as on March 31, 2026 are Ms. Sangeetha Sundaramoorthy, Managing Director,

Mr. Reghunathan Ramanujam, Chief Financial Officer & Mr. Prathish S, Company Secretary and Compliance Officer.

Directors retiring by rotation

Dr. Kavetha Sundaramoorthy (DIN 02050806), Non-Executive Chairperson of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

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 Obligations and Disclosure Requirements) Regulations, 2015. In opinion of the Board, Independent Directors possess integrity, expertise and experience (including the proficiency).

Code of Conduct

The Board has laid down a "Code of Conduct" for all the Board Members and the Senior Management of the Company and the same is available on the Company s website at www.lotuseye.org/Investors.php.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy & Policy on Board Diversity as reviewed and recommended by the Nomination & Remuneration Committee has been duly approved by the Board of Directors. The said policies are available on the Company s website at www.lotuseye.org/Investors.php.

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 Committees internally. As part of evaluation, the Company has distributed questionnaires to all the directors and has received their evaluation as required under law. The Board of Directors was satisfied with the outcome of the evaluation process.

Particulars of Employees

Statements containing the details as required in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure I.

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. they had selected appropriate accounting policies and applied them 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 profit or loss of the Company for that period;

III. they had taken 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. they had prepared the annual accounts on a going concern basis;

V. they had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; VI. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT:

The Company has put in place, well defined Internal Control System with reference to the financial statements which is adequate and operating effectively and is 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. The Internal Audit function is carried out by independent firm of Chartered Accountant. 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 meetings of the Audit Committee.

SUBSIDIARY, JOINT VENTURE, ASSOCIATE COMPANIES:

During the financial year under review, the Company does not have any Subsidiary, Joint Venture, Associate Companies.

DEPOSITS:

During the financial year under review, the Company has neither accepted nor repaid any deposits from public covered under Section 73 to 76 of the Companies Act, 2013 and rules framed thereunder. There is no default in repayment of deposits or payment of interest thereon.

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 Company s operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Policy on Prevention of Sexual Harassment of Women (POSH) Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. The Company has carried out awareness programs for all its employees regarding various rights under the Act while working in an organization. There are no complaints received by the Company during the financial year 2025-26.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The Company has complied with the applicable provisions of the Maternity Benefits Act, 1961 and has systems and processes in place to ensure ongoing compliance.

INSOLVENCY AND BANKRUPTCY CODE 2016:

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

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 under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has set up vigil mechanism for Directors and Employees to report their genuine concerns, the details of which are given in the Corporate Governance Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under review, the provisions of Section 135 of Companies Act, 2013 were not applicable to the Company. However, during the financial year 2023-24, when the CSR provisions became applicable to the Company for the first time, an amount of 50,000 was spent towards an ongoing CSR project relating to the promotion of healthcare and the balance unspent amount of 7,27,900 was transferred to the Unspent CSR Account.

During the financial year under review, the Company utilized 6,07,000 from the Unspent CSR Account towards the purchase of a capital asset in the name of the implementing agency for the ongoing CSR project. The balance amount lying in the Unspent CSR Account will be utilized within the timelines prescribed under the Companies Act, 2013 and the rules made thereunder. The Report on CSR for the financial year 2025-26 is annexed herewith as Annexure - II forming part of this Annual Report. The Company has formulated a Corporate Social Responsibility Policy which is available on the Company s website at www.lotuseye.org/Investors.php.

AUDITORS: Statutory Auditor

M/s. Anbarasu and Jalapathi, Chartered Accountants (FRN 010795S) are the Statutory Auditors of the Company, who shall hold office till the conclusion of 30th Annual General Meeting i.e., FY 2026-27.

The Auditor s Report for the financial year ended March 31, 2026 does not contain any qualification, reservation or adverse remark and forms part of the Financial Statements.

Secretarial Auditor

Mr. P. Eswaramoorthy of M/s. P. Eswaramoorthy and Company, Company Secretaries (Membership No. F6510/CP No. 7069), was appointed as the Secretarial Auditor of the Company, who shall hold office for a term of five years from FY 2025-26 till FY 2029-30.

Pursuant to Section 204 of the Companies Act, 2013and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026 as annexed herewith as Annexure -III. Details of observations/non-compliances reported by the Secretarial Auditor in Form MR-3 and along with the Board s explanations thereon are provided hereto.

Internal Auditor

CA P Vishnu Adithan, Practicing Chartered Accountant (Membership No. 237565) was appointed as the Internal Auditor of the Company for the financial year 2025-26 pursuant to Section 138 of the Companies Act, 2013.

Cost Audit

The Cost Audit under Section 148 of the Companies Act, 2013 is not applicable.

MAINTENANCE OF COST RECORDS:

The Company is not required to maintain cost records under Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014.

DETAILS OF FRAUDS UNDER SECTION 143(12) OF COMPANIES ACT, 2013, REPORTED BY STATUTORY AUDITORS:

During the financial year under review, there were no instances of fraud reported by the Statutory Auditors of the Company.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, ADVERSE REMARKS, RESERVATIONS BY AUDITORS, IF ANY:

There are no qualifications, adverse remarks, reservations made by Statutory Auditors in their Independent Auditors Report. The details of qualifications made by Secretarial Auditor in their Secretarial Audit Report in Form MR-3 are given below:

(i)The Company has not submitted the intimation required under Regulation 30 of the SEBI (LODR) Regulations, 2015 with respect to the appointment of the Secretarial Auditor and Internal Auditor to BSE Limited and National Stock Exchange of India Limited.

Response: The Company ensures to take all necessary efforts to adhere all the compliance in future.

(ii)Dr. K. S. Ramalingam resigned from the position of Whole-Time Director and Chief Executive Officer of the Company with effect from 29.05.2025 and continued as a Non-Executive Director with effect from 30.05.2025.

However, the approval of shareholders, as required under Regulation 17(1A) of the SEBI (LODR) Regulations, 2015 for his continuation as a Non-Executive Director, was not obtained within the prescribed timeline.

Accordingly, BSE Limited and National Stock Exchange of India Limited imposed fines on the Company for non-compliance with Regulation 17(1A) of the SEBI (LODR) Regulations, 2015 vide their mail communications and letters dated 28.11.2025 and 27.02.2026. The total fine amount was Rs. 10,24,240/-.

The Company has duly remitted the aforesaid fine amounts and subsequently obtained the approval of the shareholders through Postal Ballot for the continuation and appointment of Dr. K. S. Ramalingam as a Non-Executive Director, pursuant to which the resolution was passed on 17.01.2026. Accordingly, as on the date of this Report, the Company is in compliance with the applicable provisions of the SEBI (LODR) Regulations, 2015.

Response: The Company is of the views that change in designation of Dr. K. S. Ramalingam did not constitute an appointment or reappointment of director. However, the Stock Exchanges interpreted the change in designation as equivalent to an appointment. The Company submitted its explanations to the respective Stock Exchanges, paid the fines levied in this regard and subsequently obtained the approval of the shareholders through Postal Ballot by way of a Special Resolution passed on January 17, 2026. Accordingly, the matter stands regularized.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, the Management Discussion and Analysis Report are annexed here with as Annexure - IV.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with Secretarial Standards issued by the Institute of Company Secretaries of India.

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 designated persons of the Company. The Code requires pre-clearance for dealing in the Company s shares and prohibits the purchase or sale of Company shares by the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the closure of Trading Window period. The Company has put in place PAN level freezing mechanism for all designated persons so as to prohibit dealing in shares of the Company. The Compliance of the Regulation and code is reviewed by the Audit Committee on a regular basis. The Code is available on the Company s website at www.lotuseye.org/Investors.php.

CORPORATE GOVERNANCE:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Corporate Governance Report, Certificate under Regulation 17(8) & Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Compliance Certificate and Certificate of Non-Disqualification of Directors are annexed herewith as Annexure V.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

A Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, as required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable as the Company is not in top 1000 listed entities based on market capitalization.

ACKNOWLEDGEMENTS:

The Board 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
	Sangeetha	Kuttapalayam Songappan
Place: Coimbatore	Sundaramoorthy	Ramalingam
Date: May 26, 2026	Managing Director	Director
	DIN: 01859252	DIN: 01016571