The Board of Directors of GSV Ophthalmics Private Limited, a material subsidiary of GKB Ophthalmics , has approved the initiation of voluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code, 2016. This decision, subject to member approval, marks a significant corporate action for the ophthalmic lens manufacturer.

Key Details of the Liquidation Process

• Approval Timeline:

  • GKB Ophthalmics shareholders approved the decision via postal ballot.
  • GSV Ophthalmics' Board approved the initiation.

• Legal Framework: The voluntary liquidation falls under Section 59 of the Insolvency and Bankruptcy Code, 2016.

• Liquidator Appointment: Mr. Manoj G. Nair has been appointed as the proposed liquidator, pending member approval.

Background and Rationale

According to the LODR data, GSV Ophthalmic Private Limited has not conducted any business since its inception. This lack of operational activity appears to be the primary reason behind the decision to initiate voluntary liquidation.

Regulatory Compliance

GKB Ophthalmics, as the holding company, has ensured compliance with regulatory requirements:

• The decision was approved by GKB Ophthalmics' shareholders through a postal ballot, in line with Section 110 of the Companies Act, 2013.
• The approval also adheres to Regulation 24(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Impact on GKB Ophthalmics

While the voluntary liquidation of a material subsidiary is a significant event, its impact on GKB Ophthalmics' operations remains to be seen. The company continues to operate in its primary business segment of ophthalmic lenses production.

Financial Context

It's worth noting that GKB Ophthalmics has faced some financial challenges recently. The company reported a net loss of Rs. 52.26 lakhs for a recent quarter, compared to a net loss of Rs. 205.37 lakhs in the same quarter of the previous year. However, the decision to liquidate GSV Ophthalmics appears to be based on the subsidiary's lack of business activity rather than the parent company's financial performance.

The voluntary liquidation of GSV Ophthalmics Private Limited represents a strategic move by GKB Ophthalmics to streamline its corporate structure. As the process unfolds, stakeholders will be watching closely for any potential impacts on the parent company's operations and financial health.

GKB Ophthalmics Limited shareholders have passed resolutions through postal ballot on November 1, 2025, approving the voluntary winding up of material subsidiary GSV Ophthalmics Private Limited and related party transactions worth Rs. 15.00 crores.

GKB Ophthalmics Ltd. sought shareholder approval for two key resolutions through a remote e-voting process, which concluded on November 1, 2025.

Voting Results

The voting results, as reported by the scrutinizer, Shivaram Bhat, show mixed outcomes for the two resolutions:

Key Points

1. Voting Process: The e-voting period ran from October 3, 2025, to November 1, 2025, with 2,658 shareholders eligible to vote as of the record date (September 26, 2025).

2. Shareholder Correction: One shareholder holding 134,218 shares requested a correction of their vote on Resolution 1 from dissent to assent, citing an inadvertent error. The company accommodated this request, considering these votes in favor of the resolution.

3. Resolution Outcomes:

   • The first resolution, seeking approval for the Related Party Transaction related to winding up, did not pass despite the vote correction.
   • The second resolution for the voluntary winding up of GSV Ophthalmics Private Limited passed with an overwhelming majority.

4. Regulatory Compliance: The company conducted the postal ballot in accordance with Section 110 of the Companies Act, 2013, and SEBI regulations.

Implications

The approval of the voluntary winding up of GSV Ophthalmics Private Limited indicates shareholder support for this decision. The subsidiary, which holds the company's Rs. 11.70 crores investment, never commenced operations since inception due to COVID-19 disruptions, making the project financially unviable.

Despite the approval for winding up, the rejection of the first resolution suggests potential complications in executing this decision, as it relates to the approval of related party transactions necessary for the winding-up process.

GKB Ophthalmics' management may need to reassess their approach to the winding-up process in light of these voting results. The company might consider engaging with shareholders to address concerns related to the related party transaction aspects of the winding-up procedure.

The proceeds from the winding up are expected to be used for general corporate purposes.

As this corporate action unfolds, stakeholders will be watching closely to see how GKB Ophthalmics navigates the path forward for its material subsidiary, GSV Ophthalmics Private Limited, in light of these shareholder decisions.