Dr Agarwals Eye Hospital Ltd

The Board of Directors have pleasure in presenting the thirtieth annual report of the Company together with the audited financial statements for the year ended March 31, 2024

PERFORMANCE:

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

COURSE OF BUSINESS AND OUTLOOK / BUSINESS PERFORMANCE

During the year under review, the company had clocked a turnover of Rs.319.30 crores, as compared to Rs. 267.1 crore in the previous financial years. The profit before tax is at Rs.62.25 crore as compared to last year's profit before tax of Rs. 49.40 crore.

SHARE CAPITAL

The authorized equity share capital as on March 31, 2024 was Rs. 20 crore divided into 2 crores equity shares of Rs. 10 each. The paid up equity share capital as on March 31, 2024 was Rs. 4.7 crore divided into 0.47 crore equity shares of Rs. 10 each. There has been no increase in the paid up share capital of the Company during the financial year.

PARTICULARS OF SUBSIDIARIES, ASSOCIATES AND JOINTVENTURE COMPANIES

The Company has no Subsidiaries, Associates and Joint ventures during the financial year 2023-24.

DIVIDEND

The Board of Directors have recommended a dividend of Rs. 2.5 per equity share of face value of Rs. 10 each as final dividend.

INTERIM DIVIDEND

During the financial year 2023-24, the Board of Directors in their meeting held on October 20, 2023, declared an interim dividend of Rs. 2.50 per equity share of Rs. 10 and the same was credited on November 15, 2023.

MEETINGS

During the financial year, the Board of Directors of the Company met four (4) times.The details regarding the

board meetings and committee meetings are given separately in the report on corporate governance as Annexure V to this report. The gap intervening between two meetings of the Board is within the stipulated time frame prescribed in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

TRANSFER TO RESERVES:

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

DEPOSITS:

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has neither given any loans or guarantees nor made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the financial year 2023-24.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has an adequate system of internal control in place, which has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, protecting assets from unauthorized use or losses, liance with regulation and for ensuring reliability of financial reporting. The internal audit function is carried out by independent firm of Chartered Accountants. The scope and authority of the internal audit is defined by the audit committee. The internal audit reports are placed before the audit committee for its review and the internal auditors attends the audit committee meetings.

DIRECTORS / KEY MANAGERIAL PERSONNEL:

In accordance with Section 152 of the Companies Act 2013, as per the articles of association of the Company and the recommendation of the Board of Directors, Dr. Adil Agarwal, non-executive non-independent director, retires by rotation at the ensuing annual general meeting, and being eligible offers him self for reappointment.

The term of appointment of Ms. Lakshmi Subramanian who was appointed as an independent director of the Company with effect from June 03, 2019 for a period of five (5) years expires on June 03, 2024.

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

The following are the Key Managerial Personnel (KMP) of the Company as on March 31, 2024:

• Dr. Amar Agarwal, Managing Director

• Mr. B. Udhay Shankar, Chief Financial Officer

• Ms. Meenakshi Jayaraman, Company Secretary and Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the independent directors of the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, all the independent directors have confirmed that they have registered themselves on the independent directors' data bank maintained by the Indian Institute of Corporate Affairs as mandated by Companies (Appointment and Qualification of Directors) Rules, 2014. The independent directors have complied with the code for independent directors prescribed in Schedule IV to the Companies Act, 2013 and in the opinion of the Board, the independent directors appointed during the year are persons of integrity, expertise and experience (including the proficiency).

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, the independent directors met on January 18, 2024 without the presence of non-independent directors and members of the management.

BOARD EVALUATION:

The nomination and remuneration committee as well as the board have evaluated the performance of the board as a whole, various committees and also of the individual directors. The manner in which the evaluation was carried out has been disclosed in the corporate governance report attached to this report. A structured analysis is done after taking into consideration the inputs received from directors, covering various aspects of the Board's functioning such as adequacy of the composition of the board and its Committees, board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual directors including the chairman of the board, who are evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and of its minority shareholders etc.

REMUNERATION POLICY:

The Board has, on the recommendation of the nomination andremuneration committee framed a policy for selection and appointment of directors, key managerial personnel,senior management personnel andtheir remuneration. The salient features of the remuneration policy details are stated in the corporate governance report. The remuneration policy approved by the Board of Directors is uploaded on the website of the Company https://www.dragarwal.com/for- investors-dr-agarwals-eye-hospital-ltd/

STATUTORY AUDITORS:

M/s Deloitte Haskins and Sells (Firm Reg. No 008072S) Chartered Accountants,were appointed as the statutory auditors of the Company at the 26th annual general meeting for the period of five years till the conclusion of 31st annual general meeting of the Company. The auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certif?cate issued by the peer review Board of the ICAI.

The audit report for financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark. Hence, there is no requirement for the Board to provide any explanation or comment on the same. The audit report is enclosed with the financial statements in the annual report.

COST AUDITOR:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the board of directors appointed M/s. BY & Associates, Cost Accountant in practice (Firm Registration No: 003498) as cost auditorfor the financial year 2023-24. Proposal for ratification of remuneration of the cost auditor is placed before the shareholders.

ANNUAL RETURN:

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

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are being annexed as partof the annual report as Annexure I to this report.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Subramanian Chandrasekar, Practicing Company Secretary (Membership No: FCS 6773) to undertake the secretarial audit of the Company for the financial year 2023-24. The secretarial audit report is annexed as annexure II to this report.

MANAGEMENT RESPONSES TO OBSERVATION IN SECRETARIAL AUDIT REPORT:

As per Regulation 31 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall ensure that hundred percent of shareholding of promoters and promoter group is in dematerialized form and the same is maintained on a continuous basis in the manner as specified by the Board. Whereas, the promoter/promoter group shareholding is not held hundred percent in dematerialized form. 6,700 shares are held by two promoter/promoter group namely Ms. Sunita Agarwal and Mr. Pankaj Sondhi who hold 6,600 shares and 100 shares respectively, in physical form.

MANAGEMENT RESPONSE:

The Company has taken necessary steps to dematerialize the 6,700 equity shares of the Company

held by Promoters/Promoters group, namely Ms. Sunita Agarwal and Mr. Pankaj Sondhi who hold 6,600 shares and 100 shares respectively, in physical form. The Promoters/promoters group shareholders have opened demat accounts and the said shares shall be dematerialized in first quarter of FY 2024-25.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations"), the management discussion and analysis report is annexed as Annexure III to this report.

RISK MANAGEMENT:

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

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS / OUTGO:

Foreign Exchange Earnings: INR 1,63,84,328/- (Previous Year Nil)

Foreign Exchange Outgo: INR 1,15,79,014/- (Previous Year INR 88,04,921)

CHANGE IN NATURE OF BUSINESS:

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

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

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

INFORMATION ON LISTING WITH STOCK EXCHANGE

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

SECRETARIAL STANDARDS

During the year 2023-2024, the Company has complied with applicable secretarial standards issued by the Institute of the Company Secretaries of India.

INSOLVENCY AND BANKRUPTCY CODE

No application is made or no such proceedings is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-2024.

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 year2023-2024.

CHANGES IN ACCOUNTING POLICIES:

During the year 2023-2024, there were no changes in the accounting policies.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards have beenfollowed.

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) The directors 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.

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) The directors had laid down internal financial Controls to be followed by the company and that such internal financial Controls are adequate and were operating effectively.

(vi) The directors had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system were adequat e and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any. The policy can be viewed at https://www.dragarwal.com/ for-investors-dr-agarwals-eye-hospital-ltd/

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The Company has constituted CSR Committee and following are the member:

a. Dr. Athiya Agarwal -Chairperson

b. Dr. Amar Agarwal -Member

c. CA Sanjay Anand-Member

The CSR policy is available on the company's website and can be viewed at https://www.dragarwal.com/ for-investors-dr-agarwals-eye-hospital-ltd/

The Company has incurred an expenditure amounting to Rs. 63,48,404 by way of contribution towards CSR responsibilities. The report on the same for the financial year 2023-24 is given in annexure IV forming part of this report.

REPORT ON CORPORATE GOVERNANCE:

A report on corporate governance as well as acertificate from a practicing company secretary confirming the compliance with the conditions of the corporate governance are annexed as annexure - V to this report.

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

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

All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received or disposed off during the financial year 2023-24.

EMPLOYEE RELATIONS:

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

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business, and the details of the same are furnished under notes on account and also annexed as annexure VI in form AOC-2. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designatedpersonnel or other designated persons, which may have potential conflict with interest of the company at large. The board of directors of the Company has, on the recommendation of the audit committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, and the Rules there under. The policy can be viewed at https://www.dragarwal.com/for-investors-dr- agarwals-eye-hospital-ltd/

PREVENTION OF INSIDER TRADING:

The Company has adopted a code for prevention of insider trading with a view to regulate trading in securities by the directors and designated persons ofthe Company. The policy can be viewed at https:// www.dragarwal.com/for-investors-dr-agarwals- eye-hospital-ltd/

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