The Board of Directors ("Board") have pleasure in presenting the thirty-first Annual Report of the Company together with
the audited financial statements for the year ended March 31, 2025

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. 397.15 crores, as compared to Rs. 319.30
crores in the previous financial year. The profit before tax
is at Rs. 70.70 crore as compared to last year's profit before
tax of Rs. 62.25 crore.

Share Capital

The authorized equity share capital as on March 31, 2025,
was Rs. 20 crores divided into 2 crores equity shares of Rs.
10 each. The paid up equity share capital as on March 31,
2025, 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 Joint venture Companies

The Company has no Subsidiaries, Associates and Joint
ventures during the financial year 2024-25.

Dividend

The Board has recommended a dividend of Rs. 3.50 per
equity share of face value of Rs. 10 each as final dividend.

Interim Dividend

During the financial year 2024-25, the Board in their meeting
held on October 29, 2024, declared an interim dividend of
Rs. 2.50 per equity share of Rs. 10 and the same was credited
on November 21, 2024.

Meetings

During the financial year, the Board 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 2024-25.

Internal Control Systems and their
Adequacy:

The company has an adequate system of internal control
in place, which has been designed to provide reasonable
assurance with regard to maintaining proper accounting
controls, monitoring the operations, protecting assets
from unauthorized use or losses, compliance 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 attend
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, Dr. Athiya Agarwal, Whole¬
Time Director, retires by rotation at the ensuing Annual
General Meeting ("AGM"), and being eligible offers herself
for reappointment.

The following were the changes in the composition of the
Board Key Managerial Personnel during the year:

1. CA. Latha Ramanathan (DIN: 07099052) was appointed
as a Non-executive Independent Director of the
Company for a term of five (5) years with effect from
May 31,2024.

2. 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 expired on June 02, 2024.

3. Mr. Shiv Agrawal (DIN: 00040199) was appointed as a
Non-executive Independent Director of the Company
for a term of five (5) years with effect from September
06, 2024.

4. The second term of five years of Mr. Sanjay Anand
who was appointed as an independent director of
the Company with effect from September 09, 2019,
expired on September 08, 2024.

5. Mr. B. Udhay Shankar, resigned from the position of
Chief Financial Officer of the Company with effect
from September 21, 2024.

6. Mr. Yashwanth Venkat was appointed as the Chief
Financial Officer of the Company with effect from
October 29, 2024.

The composition of the Board of the Company and
other details required under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are
given 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, 2025:

• Dr. Amar Agarwal, Chairman cum Managing Director

• Dr. Athiya Agarwal, Whole-time Director

• Mr. Yashwanth Venkat, 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 people of integrity,
expertise and experience (including the proficiency).

Separate meeting of Independent
Directors

During the year under review, the Independent Directors
met on March 29, 2025, 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 report on corporate
governance 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
and Remuneration Committee framed a policy for selection
and appointment of Directors, KMP, senior management
personnel and their remuneration. The salient features
of the remuneration policy details are stated in the
report on corporate governance. The remuneration policy
approved by the Board is uploaded on the website of the
Company at https://dragarwals.co.in/dr-agarwals-eye-
hospital/#corporate-policies-codes

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 26^th AGM for the period of
five years till the conclusion of 31^st AGM of the Company.

The term of appointment of M/s. Deloitte Haskins and Sells
expires at this AGM and the Audit Committee in their meeting
held on May 28, 2025 has recommended the appointment of
S. R. Batliboi & Associates LLP (EY), Chartered Accountants,
Chennai with ICAI Registration Number FRN. 101049W/
E300004 as the Statutory Auditors of the Company and
the same has placed before the shareholders for approval
in this AGM notice. The Statutory 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 certificate issued by the peer review Board
of the ICAI.

The audit report for the financial year ended March 31, 2025,
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
this 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 appointed M/s. BY & Associates, Cost
Accountant in practice (Firm Registration No: 003498) as
Cost Auditor for the financial year 2024-25. Proposal for
ratification of remuneration of the cost auditor is placed
before the shareholders.

For the financial year 2024-25, the Cost Auditors have
provided no qualification or adverse remark in the cost audit
report and provided an unmodified opinion.

Further, the Company maintains cost records as per the
provisions of Section 148(1) of the Companies Act, 2013 and
the rules and regulations made thereunder.

Annual Return:

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

Particulars of employees:

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013,
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are set
out in prescribed format and annexed herewith as Annexure
I to this Directors' Report along with the statement as
required under Rule5(2)&(3)of theCompanies(Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
Further, the Annual Report and the accounts are being
sent to the Members excluding the aforesaid annexure. In
terms of Section 136 of the Companies Act, 2013, the said
annexure is open for inspection. Any shareholder interested
in obtaining a copy of the same may write to the Company
Secretary and the same will be provided free of cost to the
shareholder.

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 2024-25. The secretarial audit report is
annexed as Annexure II to this Directors' Report.

There are no observations in the secretarial audit report.

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 Directors' 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

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 and improving
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: '74,61,302 (Previous Year
' 1,63,84,328)

Foreign Exchange Outgo: ' 1,49,33,550/- (Previous Year
' 1,15,79,014)

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 at BSE Limited and
the scrip code is 526783.

Secretarial Standards

During the financial year 2024- 25, 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 and no such proceedings is pending
under the Insolvency and Bankruptcy Code, 2016 during the
financial year 2024-25.

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
2024-25.

Changes in accounting policies:

During the financial year 2024-25, 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 been followed.

(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 operating
effectively.

(vi) The Directors had devised a proper system to ensure
compliance with the provisions of all applicable laws
and that such system were adequate 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://dragarwals.co.in/wp-content/
uploads/2025/06/Vigil-Mechanism-Whistle-Blower-Policy.
pdf

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*

d. CA Latha Ramanathan#

e. Mr. Shiv Agrawal$

*Till September 08, 2024.

#From July 25, 2024

$ From October 29, 2024

The CSR policy is available on the Company's website and
can be viewed at https://dragarwals.co.in/wp-content/
uploads/2024/07/CORPORATE-SOCIAL-RESPONSIBILITY-
CSR-POLICY-1.pdf

The Company has incurred an expenditure amounting
to Rs. 99,68,658/- by way of contribution towards CSR
responsibilities. The report on the same for the financial
year 2024-25 is given in annexure IV forming part of this
Directors' report.

Report on Corporate Governance:

A report on corporate governance as well as a certificate
from a Practicing Company Secretary confirming the
compliance with the conditions of the corporate governance
are annexed as annexure - V to this Directors' Report.

Disclosure under the Sexual Harassment
of Women at Workplace (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 2024-25.

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 to this Directors' Report in form AOC-2. There are no materially significant related party transactions made
by the company with promoters, directors, key managerial personnel or other designated personnel or other designated
persons, which may have potential conflict with interest of the company at large. The Board 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://dragarwals.co.in/wp-content/uploads/2025/02/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-
TRANSACTIONS.pdf

The Code requires obtaining pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of
Company's 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.

Annexure particulars

Annexures forming part of this Directors' Report

The following annexures referred in this report and other information which are required to be disclosed are attached and
forms an Integral part of this Directors' report

1. Information required under section 197 of the Companies Act, 2013

2. Secretarial Audit Report

3. Management Discussions and Analysis Report

4. Report on Corporate Social Responsibility Activities

5. Report on Corporate Governance

6. Form AOC-2

Acknowledgements:

The Board wish to place on record their appreciation for the continuous support received from the members, customers,
suppliers, various statutory bodies of the Government of India and the Company's employees at all levels.

By order of the Board
For Dr. Agarwal's Eye Hospital Ltd.

Sd/-

Dr. Amar Agarwal

Chairman cum Managing Director
DIN:00435684

Place: Chennai
Date: 28-05-2025