GKB Ophthalmics Ltd

GKB Ophthalmics Ltd: Trading Window closed from October 01, 2026 till the completion of 48 hours after declaration of the financial results for the quarter ended September 30, 2026.

AGM Details

• Date: 25 August 2026; Time: 11:00 AM IST; Mode: physical at registered office.
• Remote e-voting via CDSL allowed from Aug 22–24, 2026.
• Poll voting conducted at meeting; results announced on Aug 26, 2026.
• Attendance: 32 members present in person.
• Meeting concluded at 11:25 AM IST.

Dividend

• No dividend declared for FY 2025-26 due to operating losses.

Key Resolutions & Outcomes

• Ordinary: Standalone financial statements adopted — Passed.
• Ordinary: Consolidated financial statements adopted — Passed.
• Ordinary: Vikram Gupta re-appointment as director — Passed.
• Special: Cedric Lobo re-appointed Executive Director for 2 years; remuneration Rs 9.5–15.0 Lakh p.a.
• Special: K.G. Gupta re-appointed Chairman & MD for 3 years; remuneration as stated.
• Ordinary: Related Party Transaction limits approved for FY 2026-27 with GKB Vision and Lensco; abstentions by related parties.
• Ordinary: Remuneration for Lensco CEO Gaurav Gupta approved (USD 7,400/month) for Sep 2026–Aug 2027; related parties abstained.

Director Changes

• Vikram Gupta re-appointed as director (retiring by rotation).
• Cedric Lobo appointed as Executive Director; term 2026–2028; remuneration as above.
• K.G. Gupta re-appointed as Chairman & MD; term 2027–2030; remuneration as above.

Auditors

• Statutory auditor MSKA & Associates attended; no changes announced.

Material Related Party Transactions

• Related parties: GKB Vision Private Limited; Lensco-The Lens Company.
• Nature: purchase/sale of lenses, eyewear, and related services.
• Value: Rs 27.00 Crores (GKB Vision); Rs 15.00 Crores (Lensco).
• Tenure: FY 2026-27; arm’s-length and ordinary course; related parties abstained from voting.

AGM Details

• AGM held August 25, 2026 at 11:00 AM; physical meeting with remote e-voting.
• Record date: August 18, 2026; shareholders on record: 2,602.

Resolutions and outcomes

• Resolution 1 (Ordinary): Adoption of standalone financial statements — Passed.
• Resolution 2 (Ordinary): Adoption of consolidated financial statements — Passed.
• Resolution 3 (Ordinary): Re-appointment of Vikram Gupta by rotation — Passed.
• Resolution 4 (Special): Re-appointment of Cedric Lobo as Executive, Non-Independent, WTD — Passed.
• Resolution 5 (Special): Re-appointment of K.G. Gupta as Chairman and MD — Passed.
• Resolution 6 (Ordinary): Approve limits of related party transactions for FY 2026-27 — Passed.
• Resolution 7 (Ordinary): Approve related party office/place of profit in subsidiary — Passed.
• Overall result: All resolutions passed with requisite majority; no material dissent reported.

AGM details

• Held Aug 25, 2026 at 11:00 AM at Registered Office; physical meeting with remote e-voting.
• Record date for eligibility: Aug 18, 2026.
• Remote e-voting window: Aug 22–24, 2026; poll conducted at AGM.
• Quorum present; meeting concluded 11:25 AM.

Resolutions proposed

• Adoption of standalone financial statements.
• Adoption of consolidated financial statements.
• Re-appointment of Vikram Gupta by rotation.
• Re-appointment of Cedric Lobo as Executive Director.
• Re-appointment of K.G Gupta as Chairman and Managing Director.
• Approval of related party transaction limits for FY 2026-27.
• Approval for place of profit in subsidiary by related party.

Voting status

• Voting results pending; Scrutinizer's report due within 48 hours.
• No outcome disclosed in the filing.

Director changes

• Vikram Gupta re-appointed by rotation.
• Cedric Lobo appointed as Executive Director (Whole Time, Non-Independent).
• K.G Gupta re-appointed as Chairman and Managing Director.

Related party approvals

• Approval for related party transaction limits for FY 2026-27.
• Approval for holding office/place of profit in subsidiary by related party.

Auditors

• Statutory auditors MSKA & Associates LLP attended; no change disclosed.
• Secretarial/internal auditors attended; no changes disclosed.

Standalone results

• Revenue from operations: Rs 539.69 lakh; Total income: Rs 687.71 lakh.
• Other income: Rs 47.35 lakh.
• Total expenses: Rs 761.18 lakh.
• Basic EPS: Rs (1.25); Diluted EPS: Rs (4.25).
• Q1 FY27 unaudited results.
• CODM reviews as one segment; no segment details.

Notes & events

• Labour Codes impact: past service cost Rs 149.40 lakh (Q4 FY26).
• Labour Codes impact: Rs 178.99 lakh in FY26.
• Prime Ophthalmics PTY Limited closure; investment write-off Rs 43.50 lakh.
• Closure not material to group revenue.
• GSV Ophthalmics wind-up approved; investment Rs 11.70 crore.
• Deemed dividend received: Rs 69.72 lakh.
• Consolidated results include two step-down subsidiaries; some interim figures not reviewed.
• Auditors: MSKA & Associates reviewed; Board approved; limited review.
• CODM: single operating segment; no segment information furnished.

Financial results approved

• Unaudited standalone and consolidated quarterly results for the quarter ended June 30, 2026 approved; Limited Review Reports attached.

Regulatory and litigation update

• Decided to challenge Labour Commissioner order/demand of Rs 8,82,00,856 via writ petition; hearing on Aug 19, 2026.

Subsidiaries: closures and write-offs

• Prime Ophthalmics Products PTY Limited closed July 2, 2026; investment of AED 1,69,325.58 written off.

Subsidiaries: structural changes

• POPL updated to Single Owner LLC; wholly owned subsidiary of GKB Ophthalmics Products FZE.

Winding up of GSV Ophthalmics Limited

• Voluntary winding up approved; Rs 11.70 crore investment received; Rs 69.17 lakh deemed dividend.

Labour Codes impact on employee benefits

• Labour Codes cause incremental employee benefits recognized.
• Amounts: Rs 149.10 lakh (quarter ended Mar 31, 2026) and Rs 178.99 lakh (year).

AGM notice and investor access

• The 44th AGM is scheduled for August 2t, 2026 at 11:00 IST at the registered office.
• Annual Report 2025-26 will be accessible via the company's website.
• Cut-off date for emailing access details is July 24, 2026.
• The notice reiterates KYC updates under SEBI Master Circular 2024.
• Physical-holding security details must be updated to enable electronic payments.
• Nomination, PAN, address, bank details, and signature updates required, with related Form ISR-1/2/3 and SH-13/14.
• RTA MUFG India Private Limited is the registrar and share transfer agent.
• Email update is optional but encouraged to receive important communications.
• Queries to be handled via the MUFG helpdesk or company website.

Book closure details

• Book closure: Aug 19-25, 2026, both days inclusive.
• Purpose: for the 44th Annual General Meeting.
• AGM date: Aug 25, 2026.
• Security: equity shares.
• Dividend: no dividend proposed for 2025-26.

Meeting Details

• Board meeting scheduled for August 12, 2026, at the Registered Office of the Company.

Key Agenda Items

• Unaudited standalone and consolidated results for the quarter ended June 30, 2026 to be considered and approved.

Other Notes

• Trading window closed for designated persons from July 1, 2026; reopens 48 hours after results submission.