Your directors have great pleasure in presenting before you the 43^rd Annual Report of the Company together with the Audited
Annual Financial Statements of the Company for the year ended March 31, 2025.

FINANCIAL RESULTS:

The Company's financial performance for the year under review along with the previous year figures is given hereunder:

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
2025-26. 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. 2025-26.

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 2024-25.
No amount has been transferred to reserve for the financial year ended March 31, 2025.

SHARE CAPITAL:

The paid-up 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 Step-Down 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 Hi-Index
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 AOC-1, 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 2010-11.

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 2024-25.

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 Non-Executive 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 "Non-Executive, 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 Non-Executive 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 re-appointment. 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 Non-Independent 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 Non-Independent Directors and the Board as a whole.

2. Reviewed the performance of Chairperson, taking into account the views of Executive Director and Non-Executive
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 re-appointed 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. AOC-2 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 self-explanatory 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:

Name Ratio

Mr. K. G. Gupta, Managing Director 18.19:1

Mr. Cedric Lobo, Executive Director 3.14:1

(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:

Name Percentage

Mr. K. G. Gupta, Managing Director 15.83%

Mr. Cedric Lobo, Executive Director* -

Mr. Gurudas Sawant, Chief Financial Officer 4.40%

Ms.Pooja Bicholkar, Company Secretary 14.54%

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

(ii) (b) The Non-Executive 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 2024-25 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 Non¬
Fund 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 Co-operative 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 Long-Term Bank facilities and "CRISIL D ( Reaffirmed)" for Short-Term 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 Anti-Sexual 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 well-being of our employees to ensure their sustained performance and
overall well-being. 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 check-up 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 set-up 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

^place : ^Mapusa - ^Goa. Chairman and Managing Director

Date : May 30, 2025 DIN : 00051863