Lotus Eye Hospital & Institute Ltd

Dear Shareholders,

Your directors have pleasure in presenting the 27th Annual Report of your Company together with the audited accounts for the year ended 31st March 2024.

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 saravanampatti. Ours is a net debt zero company. The net profit of the company has gone down due to the expansion plans such as renovation of Salem and Tirupur centers as well as opening of new branch at saravanampatti.

The company declared a final dividend of Rs 0.50 in the Annual General Meeting held on 25th September 2023.

The Paid up equity share capital as on 31st March, 2024 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.

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 2024 is hereby mentioned below:

Cash and cash equivalents as at 31st March, 2024 was Rs.265.26 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.

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

During the year under review, your company has not accepted any deposits from public covered under Sections 73 to76 or any other relevant provisions of the Act and rules framed thereunder.

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.

During the financial year under review the provisions of Section 135 of Companies Act 2013. The new corporate social responsibility policy was adopted by the company on 24.05.2023. The company has engaged its fund for the on-going projects in the health care sector. The total CSR obligation was Rs 7,77,900 for the financial year 2023-24 During the financial year under review company has spent Rs 50,000 as part of CSR activities. The remaining amount has been transferred to unspent on-going project account to carry out the adopted on-going project. The detailed CSR report is annexed as part of Board’s Report as Annexure IV.

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.

Resume and other 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.

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).

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.

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.

The Board has not 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 as during the earlier years company used to do it internally. Company could not find a third party for evaluation and the company is taking all efforts to find a service provider for Board evaluation and shall carry out professionally.

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 Board’s Report and are also available on the Company’s website at the following link: https://www.lotuseye.org/investors.

During the year, four Board Meetings, four Audit Committee Meetings, two Nomination and Remuneration Committee Meeting was convened and held. One Stakeholder Relationship Committee Meetings for the financial year 2023-24 were 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.

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.

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.

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of the business. There was 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.

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.

The Company does not have any subsidiary company.

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

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 Company’s website at the following link: https://www.lotuseye.org/investors

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.

Neither there was appointment nor there was resignation of directors or KMP during the financial year 2023-24.

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.

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.

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

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 Company’s 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. The Board is responsible for implementation of the Code.

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

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

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.

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

CA P Vishnu Adithan, Practicing Chartered Accountant was appointed as the Internal Auditors of the Company for the financial year 2023-24 pursuant to Section 138(1) of the Act.

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.P.Eswaramoorthy (CP No. 7069) Company Secretary in Practice to undertake the Secretarial Audit of the Company.

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 V.

The applicability of cost audit under section 148 is not applicable

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

The Company has a robust Risk Management framework 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.

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. During the year under review , no complaint /case was filed pursuant to Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

.

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

Company has complied with provisions relating to constitution of Internal complaints committee. There were Nil Complaints received during the Financial Year 2023-24

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

There was no instances of fraud reported during the financial year 2023-24 by the statutory auditors.

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

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

There are no Qualification, Adverse Remarks Reservations by statutory Auditors in the Independent Auditors Report and secretarial auditors in the Independent Auditors Report.

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 Report in line with the National Voluntary Guidelines (NVG) on Social, Environmental and Economic Responsibilities of Business, released by the Ministry of Corporate Affairs, Government of India and as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR’) forms integral part of this Annual Report.

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.