GKB Ophthalmics Ltd

OPERATIONS:

During the year under review, the turnover from operations of the Company was higher to the tune of Rs. 3274.94 lakhs compared to Rs. 3118.05 lakhs during the previous year. The Company reported a net loss from operations of Rs. 610.79 lakhs during the current financial year compared to a net loss of Rs.341.64 lakhs incurred during the previous financial year.

The Company is on its path to achieve the targeted sales in order to secure its market share and position in the financial year 202526. Considering the demand for its lenses in the US markets, the Company is expecting good sales through its subsidiary Lensco The Lens Company based in USA for F.Y. 202526.

The Company is a manufacturer of plastic lenses. The Company's business has been facing a stiff competition from China as Chinese are dumping lenses at a very lower price. Simultaneously , the Company is also pursuing the matter with the authorities to impose an Anti Dumping Duty on the import of the plastic lenses into India.

DIVIDEND:

With the view to conserve the resources, your Directors regret their inability to recommend any dividend for the year 202425. No amount has been transferred to reserve for the financial year ended March 31, 2025.

SHARE CAPITAL:

The paidup equity share capital of the Company as on March 31, 2025, is Rs. 504.05 lakhs.

SUBSIDIARIES:

GKB Ophthalmics Products FZE, Sharjah, UAE is a Wholly Owned Subsidiary of the Company. Lensco The Lens Company NJ, USA, is a Subsidiary of GKB Ophthalmics Products FZE and a StepDown Subsidiary of the Company. These are the material subsidiaries of the Company. Prescription Optical Products L.L.C.(POPL), a Limited Liability Company, having its head office in Emirates of Dubai, is a subsidiary of GKB Ophthalmics Products FZE, Sharjah. Prime Ophthalmics Products PTY Limited, is a newly incorporated Company in South Africa and a subsidiary of GKB Ophthalmics Products FZE, Sharjah, established to cater to the demand for lenses in the African markets.

GSV Ophthalmics Private Limited is another Material Subsidiary of the Company, which was incorporated to produce HiIndex Ophthalmic Lenses, however, the Project became financially unviable and therefore the Company is in the discussion of coming up with an alternate plan for the Company.

A statement under Section 129(3) of the Companies Act, 2013, containing salient features of the financial statement and performance of subsidiaries in Form AOC1, is annexed with the Consolidated Financial Statements. In terms of Section 136(1) (a) of the Companies Act, 2013, the Audited Accounts of the subsidiaries are placed on website of the Company at www.gkb.net. A copy of the audited financial statements in respect of each of the subsidiaries will be made available to interested shareholders, upon a written request. The audited accounts of the subsidiaries are also available at the Registered Office of the Company, for inspection, during business hours.

TRANSFERS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Ministry of Corporate Affairs has set up the Investor Education and Protection Fund for promotion of investor awareness and protection of investor interests. In terms of Section 124 of the Companies Act, 2013 and the rules made thereunder, the dividends in respect of the shares of the Company which have remained unpaid or unclaimed for seven consecutive years or more, are required to be transferred to IEPF.

The Company has not declared any dividend since 201011.

ACCREDITION:

The Company has been accredited with ISO 9001:2015 by TUV SUD, South Asia Private Limited.

CHANGE IN PROMOTERS' SHAREHOLDING:

The Promoter's Shareholding as on March 31, 2025 has increased from 50.93% to 50.99% and Public shareholding has decreased from 49.07% to 49.01%.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company during the year 202425.

CHANGE IN DIRECTORSHIP AND KEY MANAGERIAL PERSONNEL:

Appointment of Executive Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, in terms of the provisions of the Companies Act, 2013, has appointed Mr. Cedric Lobo (DIN : 09124746) with effect from June 01, 2024 as Additional Director of the Company in the category "Executive Non Independent". The Shareholders approved the appointment of Mr. Cedric Lobo as Whole Time Director in the Annual General Meeting held on August 20, 2024.

Appointment and Retirement of Independent Directors:

During the year under review, Mr. Anil Palekar (DIN : 01987078), Independent NonExecutive Director of the Company has retired at close of business hours on May 22, 2024, due to completion of his tenure as an Independent Director.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, in terms of the provisions of the Companies Act, 2013, has appointed Mrs. Sandhya Ajit Kamat (DIN : 10591664) with effect from May 22, 2024 and Mr. Ninad G. Kamat (DIN: 09611972) with effect from June 01, 2024 as Additional Director of the Company in the category "NonExecutive, Independent". The Shareholders of the Company in its meeting held on August 20, 2024, have approved the appointment of Mrs. Sandhya Ajit Kamat and Mr. Ninad G. Kamat as Non Executive, Independent Directors, for a term of five consecutive years till May 21, 2029 and May 31, 2029, respectively.

Mrs. Shashi Katreddi (DIN : 07139250) Independent NonExecutive Director of the Company has retired at close of business hours on March 31, 2025, due to completion of her tenure as an Independent Director.

Director retiring by rotation:

Mr. Cedric Lobo will be retiring by rotation at the forthcoming AGM, pursuant to Articles of Association of the Company, being eligible offers himself for reappointment. Brief resume together with other relevant details of Mr. Cedric Lobo are given in Note no. 13 to the Notice for the ensuing Annual General Meeting.

Key Managerial Personnel:

Pursuant to provisions of Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel (KMP) of the Company as on the date of this report:

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

In terms of Section 149 (8) read with Schedule IV, of the Companies Act, 2013, the Independent Directors held a Meeting on March 27, 2025 without the attendance of NonIndependent Directors and members of Management. A familiarization programme for the Independent Directors was held on March 27, 2025. The details of the Familiarization programme are given in the Corporate Governance Report.

At this meeting, the Independent Directors:

1. Reviewed the performance of the NonIndependent Directors and the Board as a whole.

2. Reviewed the performance of Chairperson, taking into account the views of Executive Director and NonExecutive Directors.

3. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

INDEPENDENT DIRECTORS' DECLARATION

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the Listing Regulations, 2015, stating that they meet the criteria of independence, as provided therein. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. Further, all Independent Directors on the Board of the Company have registered themselves under Independent Director database vide notification no. G.S.R. 804(E) dated 01st December, 2019, the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 , with one of the Independent Director who will be taking the Online Proficiency Self Assessment Test in the due course.

MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, Seven Board Meetings were held. Further details are given in Corporate Governance Report, forming part of this Report. The maximum gap between two Board Meetings held during the year was not more than 120 days.

AUDIT COMMITTEE:

The composition of the Audit Committee and other details are given in Corporate Governance Report, which is part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director, relating to remuneration for directors, key managerial personnel and senior management as provided under section 178(3) of the Companies Act, 2013 and Listing Regulations, 2015.

The Remuneration Policy is stated in the Corporate Governance Report which is part of this report. Further details have been disseminated on the Company's websitewww.gkb.net

PERFORMANCE EVALUATION:

The Board evaluated the performance of the Board as a whole, Committees of the Board and the performance of individual directors including the Chairman of the Board pursuant to Regulation 17(10) of the Listing Regulations. The performance of the Board, Committees and individual Directors was evaluated by the Board seeking inputs from all the Directors. The Nomination and Remuneration Committee reviewed the performance of the individual Directors. The Independent Directors also carried out the performance evaluation in terms of Part VIII of Schedule IV of the Companies Act, 2013, in their meeting held on March 27, 2025. The details of the Performance Evaluation carried out are provided in the Corporate Governance Report which is a part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to provision of Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability hereby state and confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit and Loss of the Company for that period;

c) that they have taken proper and sufficient care 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

d) that they have prepared the annual accounts on a going concern basis;

e) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS:

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, in the 41st Annual General Meeting held on September 14, 2023, M/s. MSKA & Associates, Chartered Accountants (FRN 105047 W) were reappointed as Statutory Auditors of the Company for a second consecutive term of five years at such remuneration and out of pocket expenses, as may be mutually decided between the Board of Directors of the Company and the Statutory Auditors. The Statutory Auditor to hold the office till the conclusion of the 46^th Annual General Meeting to be held in theyear 2028.

AUDITORS' REPORT:

The Auditors' Report is unmodified and there are no qualifications, reservations or adverse remarks or disclaimers.

The Board's response in respect of the observation in Paragraph 2 (b), made by the Auditors in their report, for the records maintained by the payroll processing and inventory management software, wherein the electronic back up of books and accounts not being maintained on a daily basis is that the concerned departments have been coordinating with the technical team to get the records maintained in a timely manner.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

There is no significant or material order passed by any Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

INTERNAL FINANCIAL CONTROL:

As per Section 134 (5) (e) of the Companies Act, 2013, read with Rule 8 (viii) of Companies (Accounts) Rules, 2014, the Board has laid the Internal Financial Control to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively. As per Section 143(3)(i) of the Companies Act, 2013, a report issued by M/s. MSKA & Associates, Statutory Auditors of the Company is attached with their Independent Auditor's Report, which is self explanatory.

RISK MANAGEMENT:

The company ensures appropriate management of risks which aligns with its internal systems and culture. The Board of Directors and the management of the Company determine a strategy by identifying and assessing the risks, thereafter, followed by coordinated and economical application of resources to monitor, minimize and control the impact of uncertain events.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans , guarantees given and investments made during the year as required under Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations are given in the notes to financial statements.

RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties, pursuant to Section 188 of the Companies Act, 2013 and Regulation 23 of Listing Regulations, during the year were at arm's length basis.

The details of contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure I.

The Company has formulated a policy on materiality of related party transactions and on dealing with related party transactions in terms of Regulation 23(1) of Listing Regulations. The Board of Directors of the Company has approved and adopted a policy on related party transactions and the same has been uploaded on Company's website.

ANNUAL RETURN:

The annual return of the company as on 31st March 2025, in terms of the provisions of Section 134(3)(a) of the Companies Act, 2013 is available on the company's website www.gkb.net

CORPORATE GOVERNANCE:

A separate section on Corporate Governance practices followed by the Company, together with certificate from the Practicing Company Secretary confirming compliance, Management Discussion and Analysis Report and Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel forms the part of this annual report.

SECRETARIAL AUDIT:

As per provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Ms. Girija Nagvekar, Practicing Company Secretary, for the financial year ended March 31, 2025, forming part of this Annual Report, is annexed herewith as Annexure II. The Secretarial Audit Report is selfexplanatory and requires no comments. Pursuant to Regulation 24A of SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015, the Secretarial Audit Report of material subsidiary, GSV Ophthalmics Private Limited, given by a Company Secretary in Practice, for the financial year ended March 31, 2025, is annexed herewith as Annexure III.

CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Section 135 of the Companies Act, 2013, and Rules made thereunder, regarding Corporate Social Responsibility are not applicable to the Company.

INSURANCE:

The Company has taken adequate insurance covers for its properties and insurable interest.

FIXED DEPOSIT:

The Company has not accepted any deposits from the public during the year. No amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

PERSONNEL:

The relations between the employees and the management, during the year, have been cordial.

MATERIAL CHANGES AND COMMITTMENTS :

There are no material changes and commitments, affecting the 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 the date of this report.

PARTICULARS UNDER SECTION 197(12) AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

(ii) (a)the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Appointment is effective from June 01, 2024, hence the percentage increase in remuneration cannot be derived.

(ii) (b) The NonExecutive Directors of the Company are entitled to sitting fees within the limits approved by the Board of

Directors and shareholders. The details of remuneration of Directors are provided in the Corporate Governance Report.

(iii) the percentage increase in the median remuneration of employees in the financial year: 7.34%

(iv) the number of permanent employees on the rolls of Company: 170

(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentage increase (decrease) made in the salaries of employees other than the managerial personnel in the last financial year i.e 202425 is 2.85% whereas the increase (decrease) in the managerial remuneration for the same financial year was 0.93%

(vi) affirmation that the remuneration is as per the remuneration policy of the Company: The remuneration is as per the Remuneration Policy of the Company.

PARTICULARS OF EMPLOYEES:

None of the employees is covered under Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Listing Regulations, Management Discussion and Analysis Report is attached to this report.

FINANCE:

Total Fund based exposure of the Company with the Banks was to the tune of Rs. 770.00 lakhs.Total NonFund based exposure of the Company with the Banks was to the tune of Rs. 460.00 lakhs (Rs. 100 lakhs interchangeability between Fund based and Non Fund Based).

The Company had availed credit facilities of Rs. 120.00 lakhs from State Bank of India under its "Guaranteed Emergency Credit Line (GECL)" scheme, which is fully repaid as on March 31, 2025 compared to Rs.11.22 lakhs , which was outstanding as on March 31, 2024.

The Company had availed a Covid Term loan of Rs.100.00 lakhs from The Saraswat Cooperative Bank Limited under its "Emergency Credit Line Guarantee Scheme (ECLGS)" out of which Rs. 64.28 lakhs is outstanding as on March 31, 2025 compared to Rs. 97.99 lakhs as on March 31, 2024.

During the year under review , the Company had availed unsecured loans of :

a) Upto Rs. 3.00 crores (Rupees Three Crores only) in tranches at rate of interest of 11 % per annum from Mr. K.G. Gupta, Managing Director of the Company for the general business purpose and Capital expansion.

b) upto Rs. 5.00 crores (Rupees Five Crores only) in tranches at rate of interest of 10.65 % per annum from GSV Ophthalmics Private Limited, a Material Subsidiary of the Company for the working capital requirements and general business purpose.

PUBLIC DEPOSITS

The Company has not accepted any deposits falling under the ambit of Section 73 of the Companies Act, 2013 from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31st March 2025.

CREDIT RATING:

CRISIL Limited Credit Rating agency, vide its letter dated April 09 ,2025, has reaffirmed the Credit rating of "CRISIL D (Reaffirmed)" for LongTerm Bank facilities and "CRISIL D ( Reaffirmed)" for ShortTerm Bank facilities availed by the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism. It provides a channel to the employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct policy and the same has been posted on the Company's website www.gkb.net.

REPORTING OF FRAUD BY AUDITORS:

During the year under review, no offense involving fraud has been committed against the Company by its employees or officers of the Company in terms of Section 143(12) of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an AntiSexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review no complaints were received.

RESUME OF HEALTH & SAFETY PERFORMANCE OF THE FACTORY:

In terms of Section 90 B (5) (d) of the Goa Factories Rules, 1985, the Company has an Occupational Health, Safety and Environment Policy through which every employee is made responsible for the observance of the measures designed to prevent accidents, damage to property, occupational ill health and avoidable environmental pollutants.

Safety & Health :

We are committed to promoting the health, safety, and wellbeing of our employees to ensure their sustained performance and overall wellbeing. A safe workplace is essential to achieving this goal, and we continuously strive to strengthen our health and safety culture across all levels of the organization. Before initiating any activity, a thorough hazard assessment is carried out to identify potential risks. Every effort is made to eliminate these risks prior to starting the task or commissioning any machinery. To reinforce our commitment, employees receive regular training in accident prevention, fire safety, first aid, and the proper use of personal protective equipment (PPE). Occupational health, safety, and environmental practices are emphasized during the annual Safety Week, organized in collaboration with the Inspectorate of Factories & Boilers, Government of Goa. Additionally, an annual eye checkup is conducted for employees in the Quality Control and other relevant departments by a qualified team of ophthalmologists from Vision Multispecialty Hospital.

Audit Industrial hygiene survey was conducted by an external agency to assess the various aspects of illumination, ventilation and noise level in the factory premises. Internal electrical safety audit was conducted to assess potential fire hazards in the factory setup and to provide assurance on the implementation and effectiveness of these systems and processes.

Environment: The Company is committed to environmental sustainability, guided by its "Go Green" philosophy. It is certified under the ISO 9001:2015 standard by TUV SUD, reflecting its adherence to internationally recognized quality management systems.

As part of its core principles, the Company actively pursues initiatives for waste reduction and energy conservation. It has received the Consent to Operate from the State Pollution Control Board, classified under the Green Category in accordance with the Air, Water, and Hazardous Waste Management Rules.

Waste management activities are carried out regularly and responsibly, with all recyclable materials handled through authorized recyclers.

OTHER DISCLOSURES:

1) The consolidated financial statement is also being presented in addition to the standalone financial statement of the company.

2) The maintenance of cost records is not applicable to the Company as per the amended Companies (Cost Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148(1) of the Companies Act, 2013.

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

Particulars required to be disclosed under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are annexed herewith as Annexure IV and forms an integral part of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No application was made under IBC by or against the Company and no proceeding is pending under IBC, during the year under review.

DETAILS OF ONE TIME SETTLEMENT

The Company has not entered into any onetime settlement with the Banks or Financial Institutions during the year under review.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge and are grateful for the excellent support received from all levels, customers, vendors, regulatory authorities, bankers, shareholders and all other stakeholders. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the progress of the Company in a very challenging environment.

For and on behalf of the Board of Directors

K. G. Gupta

Chairman and Managing Director

Date : May 30, 2025 DIN : 00051863

GKB Ophthalmics Ltd.

Director's Report

Annexure I

Form AOC2

(Pursuant to clause (h) of subsection (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto.

I. Details of contracts or arrangements or transactions not at arm's length basis:

II. Details of material contracts or arrangement or transactions at arm's length basis:

The Transaction were carried out during the ordinary course of business:

Amount in Crores

ANNEXURE TO DIRECTORS' REPORT

[Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)

Rules, 2014]

A. CONSERVATION OF ENERGY

Energy conservation is the practice of decreasing the quantity of energy used for the same quality and quantity of Output. The Company has put in place measures to improve the efficiency of energy utilization by using energy efficient processes and equipments. Continuous efforts are in place to reduce the usage of fuel/ electrical energy. General awareness has been created to conserve energy and promote energy saving.

I. The Steps taken or impact on conservation of energy.

a) Scheduled and planned maintenance programme has resulted in improved performance of equipment.

b) Special analysis methods are used to improve performance of utilities like compressors, chillers, etc.

(c) Existing CFL lights have been replaced in several places with low wattage LED lights, which contributes to power savings.

Heat exchangers are planned to be installed with air compressors to gauge the water requirement to avoid the usage of additional electrical energy.

Effluent Treatment Plant (ETP) is one step in the way of creating the sustainability of environment by prevention of the contamination of water. The Company has installed ETP to treat industrial waste water and reuse it for various purposes besides regulatory compliance.

The company has installed an advanced controller to regulate the temperature and humidity within a specific room. This controller ensures that the compressors operate only when necessary, as determined by preset parameters. This enhancement is expected to increase the lifespan of the compressor and reduce power consumption. This installation was completed for the assembly room , now similarly the work for the said installation is in process for Mould Stock Room, Filling and Mixing room.

The Company has been planning to implement energy conservation methods and has accepted quotations from various parties to assess the cost of installing solar panels in unit 1. This initiative is aimed at reducing our electricity consumption and promoting sustainability. Presently, the installation is kept on hold due to scarcity of funds and is scheduled for the coming months.

II. Steps taken by the Company for using alternate sources of energy

Efforts are being made to develop alternate sources of energy. Conditioned monitoring of equipments & strict monitoring for efficient usage of equipment is being continued in all sections. Discussions are in place for installation of Solar Panels in the factory.

III. Capital Investment on energy conservation equipments

There was no significant capital investment on energy conservation equipments during the year.

B. TECHNOLOGY ABSORPTION

I. Efforts made towards technology absorption.

Efforts are being made towards technology absorption. The technology we have adopted is best suited for our products and is absorbed in full.

II. Benefits derived like product improvement, cost reduction, product development or import substitution.

a) Steps are taken to improve productivity by introducing innovations and development in the Company's line of business.

b) Product improvement is a continuous process which has lead to reduction in cost to a certain extent.

III. Information regarding technology imported during the last 3 years:

IV. Expenditure incurred on Research and Development.

No separate expenditure has been incurred under the head Research and Development during the financial year.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO FOR FINANCIAL YEAR 202425.

For and on behalf of the Board of Directors

K. G. Gupta

Date : May 30, 2025 DIN : 00051863

CAUTIONARY STATEMENT:

Certain statements made in this Management Discussion and Analysis Report describing the Company's objectives, expectations or predictions may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from such expectation whether express or implied. Several factors that could make significant impact on the company's operations include global and domestic demand and supply conditions, input availability and prices, changes in Government regulations, tax laws, economic developments within the country and other factors.

i) Industry Structure and Developments:

The company is engaged in the manufacture of Semi finished plastic lenses. The Glass lenses have now been replaced by plastic lenses as Glass Lenses are brittle and heavy to wear. Plastic lenses are organic lenses made by polymerisation of chemical mixtures consisting mainly of monomer mixed with an initiator. They have greater durability, good ultraviolet light resistance and are safe to use during any physical activity as there are less chances of breakage. Plastic lenses can be easily coated with various coatings such as the anti reflective coatings depending upon the end user requirements. Plastic Lenses are low weight as compared to glass lenses which makes them user friendly. They can be tinted with colours that boosts their cost and in turn makes them very attractive. Now, new variants have been introduced by the industry being High Refractive Index lenses, which are thinner and lighter in nature.

There is a growing demand in India for highquality, affordable spectacle lenses due to the significant rise in eyesightrelated problems. Sedentary lifestyle, increasing literacy rate in India and developing countries, increased usage of mobile phones, laptops, television and pollution has resulted in significant rise in the number of people developing several eyesightrelated problems, such as myopia, hypermetropia, and presbyopia which is contributing to the increase in demand for lenses as an appropriate measure to prevent further damage. Higher life expectancy resulting in rising elderly population in India is also adding up to the demand for lenses. Various Government and Non Government Organizations are taking initiatives to spread awareness by launching educational campaigns to raise awareness about the treatment for various vision related ailments. As a result of this awareness, education and medical services, the demand for lenses is increasing.

ii) Opportunities and Threats:

The Indian Optical Lens Market is expected to grow significantly on account of increasing digital device usage, a growing aging population, and advancements in lens technologies like bluelightblocking and antiglare lenses. With urbanization spreading to Tier2 and Tier3 cities, demand is likely to extend beyond the metropolitan centers, tapping into new consumer bases across the country.

The rising living standards with higher disposable income and increased accessibility of Ophthalmic lenses in the market, can be directly attributed to the country's growing number of exclusive retail outlets. With the increasing population the use of ophthalmic lens is also increasing. The good service life of plastic lenses is contributing to their high demand in the global market.

India with its large population is one of the prominent markets for the sales of plastic lenses. However, the Company's business has been facing a stiff competition from China as Chinese are dumping lenses in India at a very lower price. The Company had made a representation to the Central Government to impose an Anti Dumping Duty on the import of the plastic lenses into India. The Ministry of Finance (Department of Revenue), Government of India, vide its Notification No. 32/2022Customs (ADD) dated December 27, 2022, in the matter of 'semifinished lenses', falling under chapter heading 9001 of the First Schedule to the Customs Tariff Act, 1975 (51 of 1975), imposed an antidumping duty effective for a period of five years on semi finished lenses originating or exported from China PR. However, the Company is of the opinion that the said Notification provides insufficient remedy to the issue of the industry and hence, the Company has gone for an appeal.

India's optical lens market heavily relies on imported raw materials, with 65% of lens materials sourced internationally, particularly from China and Japan. Customs clearance time and transportation challenges within India further compound the issue, impacting timely availability of products in both urban and rural markets.

Further, the International manufacturers of Plastic Lenses dominate the Indian ophthalmic lens market, making it difficult for domestic manufacturers to expand their businesses. Additionally, competition from lowcost and imported Lens is also hampering the growth of this market.

iii) Segment wise or Product wise Performance:

The Company is engaged in the business of manufacturing semifinished plastic lenses.

iv) Outlook :

The India Optical Lens Market, valued at USD 700 million, exhibits a steady growth trajectory primarily driven by rising demand from consumers with increasing digital screen time, which contributes to vision issues across age groups.

The Company has a normal capacity of producing 25,000 pieces of lenses per day with a installed capacity of manufacturing 35,000 lenses per day. The Company manufactured 52,83,567 pieces of lenses in the financial year ended 202425, which it is expecting to increase by 15% in the current financial year considering the demand for its lenses . The management has chalked out plans to achieve targeted sale of Rs. 39.00 Crores during the current financial year.

v) Risks and Concerns:

We do not foresee any risks, except for foreign exchange fluctuations. Since the Company also depends on exports, the economic situation in exporting countries is likely to affect the performance of the Company.

vi) Internal Control Systems and their Adequacy:

The Company has developed adequate Internal Control Systems, commensurate to its size and business, which are aimed at achieving efficiency in operations, effective monitoring and optimum utilisation of resources. The Internal Audit is carried out by a firm of Independent Chartered Accountants. The reports of the Internal Auditors are periodically reviewed by the Audit Committee.

vii) Discussion on Financial Performance with respect to Operational Performance:

During the year under review, the turnover from operations of the Company was higher to the tune of Rs. 374.94 lakhs as compared to Rs. 3118.05 lakhs during the previous year. The Company reported a net loss of Rs. 610.79 lakhs during the current financial year compared to a net loss of Rs.341.64 lakhs incurred during the previous financial year.

The significant change in key financial ratios along with the explanation therefore, is provided in Note no. 53 of the Standalone Financials, which is a part of this Report.

The Return on Networth ratio for the financial year 202425, has decreased due to higher losses reported for financial year under review.

viii) Material Developments in Human Resources/Industrial Relations front, including number of people employed :

The Ophthalmic lens industry is a labour intensive. Labour relations have been cordial with no interruption of manufacturing activities. The total number of permanent employees of the company as on March 31, 2025, was 170, out of which 143 employees are working for more than 10 years.

For and on behalf of the Board of Directors

K. G. Gupta

Place : Mapusa, Goa Chairman and Managing Director

Date : May 30, 2025 DIN : 00051863