Notes to Accounts of Dr. Agarwal's Eye Hospital Ltd.

Mar 31, 2025

3.25 Provisions, Contingent Liabilities and
Contingent Assets

A provision is recognized when the Company has a
present obligation (legal or constructive) as a result
of past events and it is probable that an outflow of
resources will be required to settle the obligation in
respect of which a reliable estimate can be made.
Provisions are determined based on the best estimate
required to settle the obligation at the balance sheet
date and measured using the present value of cash
flows estimated to settle the present obligations
(when the effect of time value of money is material).
These are reviewed at each balance sheet date and
adjusted to reflect the current best estimates.

Contingent liability is disclosed for

(i) Possible obligations which will be confirmed only
by future events not wholly within the control of the
Company or

(ii) Present obligations arising from past events where
it is not probable that an outflow of resources will be
required to settle the obligation or a reliable estimate
of the amount of the obligation cannot be made.

The Company does not recognize a contingent

liability but discloses its existence in the Financial
Statements. Contingent assets are only disclosed
when it is probable that the economic benefits
will flow to the entity.

3.26 Insurance claims

Insurance claims are accounted for on the basis of
claims admitted / expected to be admitted and to the
extent that the amount recoverable can be measured
reliably and it is reasonable to expect ultimate
collection.

3.27 Financial Instrument

Initial Recognition

Financial assets and financial liabilities are recognized
when the Company becomes a party to the
contractual provisions of the instrument. Financial
assets and liabilities are initially measured at fair
value. Transaction costs that are directly attributable
to the acquisition or issue of financial assets and
financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss
(FVTPL)) are added to or deducted from the fair value
measured on initial recognition of financial asset
or financial liability. The transaction costs directly
attributable to the acquisition of financial assets and
financial liabilities at fair value through profit and
loss are immediately recognized in the statement of
profit and loss.

3.27.1 Financial Assets

(a) Recognition and initial measurement

(i) The Company initially recognizes loans and
advances, deposits and subordinated liabilities on
the date on which they originate. All other financial
instruments (including regular way purchases and
sales of financial assets) are recognized on the
trade date, which is the date on which the Company
becomes a party to the contractual provisions of the
instrument. A financial asset or liability is initially
measured at fair value plus, for an item not at FVTPL,
transaction costs that are directly attributable to its
acquisition or issue.

(b) Classification of financial assets

On initial recognition, a financial asset is classified
to be measured at amortized cost, fair value
through other comprehensive income (FVTOCI) or
FVTPL.

A financial asset is measured at amortized cost if it
meets both of the following conditions and is not
designated at FVTPL:

• The asset is held within a business model whose

objective is to hold assets to collect contractual
cash flows; and

• The contractual terms of the financial asset give
rise on specified dates to cash flows that are
solely payments of principal and interest on the
principal amount outstanding.

For the impairment policy in financial assets
measured at amortized cost, refer Note 3.27.1(e)

A debt instrument is classified as FVTOCI only if it
meets both of the following conditions and is not
recognized at FVTPL:

• The asset is held within a business model whose
objective is achieved by both collecting
contractual cash flows and selling financial
assets; and

• The contractual terms of the financial asset give
rise on specified dates to cash flows that are
solely payments of principal and interest on the
principal amount outstanding.

All other financial assets are subsequently measured
at fair value.

(c) Effective interest method

The effective interest method is a method of
calculating the amortized cost of a debt instrument
and of allocating interest income over the relevant
period. The effective interest rate is the rate that
exactly discounts estimated future cash receipts
(including all fees and points paid or received that
form an integral part of the effective interest rate,
transaction costs and other premiums or discounts)
through the expected life of the debt instrument,
or where appropriate, a shorter period, to the gross
carrying amount on initial recognition.

Income is recognized on an effective interest basis for
debt instruments other than those financial assets
classified as at FVTPL. Interest income is recognized
in profit or loss and is included in the "Other Income"
line item.

(d) Financial assets at fair value through profit or
loss (FVTPL)

Debt instruments that do not meet the amortized
cost criteria or FVTOCI criteria (see above) are
measured at FVTPL. In addition, debt instruments
that meet the amortized cost criteria or the FVTOCI

criteria but are designated as at FVTPL are measured
at FVTPL.

A financial asset that meets the amortized cost
criteria or debt instruments that meet the FVTOCI
criteria may be designated as at FVTPL upon
initial recognition if such designation eliminates or
significantly reduces a measurement or recognition
inconsistency that would arise from measuring
assets or liabilities or recognizing the gains and losses
on them on different bases. The Company has not
designated any debt instrument as at FVTPL.
Financial assets at FVTPL are measured at fair value
at the end of each reporting period, with any gains or
losses arising on remeasurement recognized in profit
or loss. The net gain or loss recognized in profit or loss
incorporates any dividend or interest earned on the
financial asset and is included in the ‘Other income''
line item. Dividend on financial assets at FVTPL is
recognized when the Company''s right to receive
the dividends is established, it is probable that the
economic benefits associated with the dividend will
flow to the entity, the dividend does not represent
a recovery of part of cost of the investment and the
amount of dividend can be measured reliably.

(e) Impairment of financial assets

The Company applies the expected credit loss model
for recognizing impairment loss on financial assets
measured at amortized cost, debt instruments at
FVTOCI, trade receivables and other contractual
rights to receive cash or other financial asset.

Expected credit losses are the weighted average
of credit losses with the respective risks of default
occurring as the weights. Credit loss is the difference
between all contractual cash flows that are due to the
Company in accordance with the contract and all the
cash flows that the Company expects to receive (i.e.
all cash shortfalls), discounted at the original effective
interest rate (or credit-adjusted effective interest
rate for purchased or originated credit-impaired
financial assets). The Company estimates cash flows
by considering all contractual terms of the financial
instrument (for example, prepayment, extension, call
and similar options) through the expected life of that
financial instrument.

The Company measures the loss allowance for a
financial instrument at an amount equal to the
lifetime expected credit losses if the credit risk on
that financial instrument has increased significantly
since initial recognition. If the credit risk on a financial

instrument has not increased significantly since
initial recognition, the Company measures the loss
allowance for that financial instrument at an amount
equal to 12-month expected credit losses. 12-month
expected credit losses are portion of the life-time
expected credit losses and represent the lifetime
cash shortfalls that will result if default occurs within
the 12 months after the reporting date and thus, are
not cash shortfalls that are predicted over the next 12
months.

For trade receivables, the Company always measures
the loss allowance at an amount equal to lifetime
expected credit losses. Further, for the purpose of
measuring lifetime expected credit loss allowance for
trade receivables, the Company has used a practical
expedient as permitted under Ind AS 109. This
expected credit loss allowance is computed based on
a provision matrix which takes into account historical
credit loss experience and adjusted for forward¬
looking information.

(f) Derecognition of financial assets

The Company derecognizes a financial asset when
the contractual rights to the cash flows from the
asset expire, or when it transfers the financial
asset and substantially all the risks and rewards
of ownership of the asset to another party. If the
Company neither transfers nor retains substantially
all the risks and rewards of ownership and continues
to control the transferred asset, the Company
recognizes its retained interest in the asset and an
associated liability for amounts it may have to pay.
If the Company retains substantially all the risks and
rewards of ownership of a transferred financial asset,
the Company continues to recognize the financial
asset and also recognizes a collateralized borrowing
for the proceeds received.

On derecognition of a financial asset in its entirety,
the difference between the asset''s carrying amount
and the sum of the consideration received and
receivable and the cumulative gain or loss that had
been recognized in other comprehensive income
and accumulated in equity is recognized in profit
or loss if such gain or loss would have otherwise
been recognized in profit or loss on disposal of that
financial asset.

On derecognition of a financial asset other than
in its entirety (e.g. when the Company retains an
option to repurchase part of a transferred asset), the
Company allocates the previous carrying amount of

the financial asset between the part it continues to
recognize under continuing involvement, and the part
it no longer recognizes on the basis of the relative fair
values of those parts on the date of the transfer. The
difference between the carrying amount allocated
to the part that is no longer recognized and the sum
of the consideration received for the part no longer
recognized and any cumulative gain or loss allocated
to it that had been recognized in other comprehensive
income is recognized in profit or loss if such gain
or loss would have otherwise been recognized in
profit or loss on disposal of that financial asset. A
cumulative gain or loss that had been recognized in
other comprehensive income is allocated between
the part that continues to be recognized and the
part that is no longer recognized on the basis of the
relative fair values of those parts.

(g) Foreign exchange gains and losses

The fair value of financial assets denominated in
a foreign currency is determined in that foreign
currency and translated at the spot rate at the end of
each reporting period.

• For foreign currency denominated financial
assets measured at amortized cost and FVTPL,
the exchange differences are recognized in profit
or loss.

• Changes in carrying amount of investments in
equity instruments at FVTOCI relating to changes
in foreign currency rates are recognized in other
comprehensive income.

• For the purposes of recognizing foreign exchange
gains or losses, FVTOC debt instruments are
treated as financial assets measured at
amortized cost. Thus, the exchange differences
on the amortized cost are recognized in the
Statement of Profit and Loss and other changes
in the fair value of FVTOCI financial assets are
recognized in other comprehensive income.

3.27.2 FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS

(a) Classification as debt or equity:

Financial liabilities and equity instruments issued
by the Company are classified according to the
substance of the contractual arrangements entered
into and the definitions of a financial liability and an
equity instrument.

(b) Equity instruments:

An equity instrument is any contract that evidences
a residual interest in the assets of the Company after
deducting all of its liabilities. Equity instruments are
recorded at the proceeds received, net of direct issue
costs. Repurchase of the Company''s own equity
instruments is recognized and deducted directly in
equity. No gain or loss is recognized in profit or loss
on the purchase, sale, issue or cancellation of the
Company''s own equity instruments.

(c) Financial Liabilities at FVTPL:

Financial liabilities are classified as at FVTPL when
the financial liability is either held for trading or it is
designated as at FVTPL.

A financial liability is classified as held for trading if:

• it has been incurred principally for the purpose of
repurchasing it in the near term; or

• on initial recognition it is part of a portfolio of
identified financial instruments that the
Company manages together and has a recent
actual pattern of short-term profit-taking;

A financial liability other than a financial liability held
for trading may be designated as at FVTPL upon
initial recognition if:

• such designation eliminates or significantly
reduces a measurement or recognition
inconsistency that would otherwise arise; or

• the financial liability forms part of a group of
financial assets or financial liabilities or both,
which is managed and its performance is
evaluated on a fair value basis, in accordance
with the Company''s documented risk
management or investment strategy, and
information about the grouping is provided
internally on that basis;

(d) Financial liabilities subsequently measured at
amortized cost:

Financial liabilities that are not held-for-trading and
are not designated as at FVTPL are measured at
amortized cost at the end of subsequent accounting
periods. The carrying amounts of financial liabilities
that are subsequently measured at amortized cost
are determined based on the effective interest
method. Interest expense that is not capitalized as
part of costs of an asset is included in the ‘finance
costs'' line item.

The effective interest method is a method of

calculating the amortized cost of a financial liability
and of allocating interest expense over the relevant
period. The effective interest rate is the rate that
exactly discounts estimated future cash payments
(including all fees and points paid or received that
form an integral part of the effective interest rate,
transaction costs and other premiums or discounts)
through the expected life of the financial liability,
or (where appropriate) a shorter period, to the net
carrying amount on initial recognition.

(e) Foreign exchange gains and losses:

For financial liabilities that are denominated in a
foreign currency and measured at amortized cost
at the end of each reporting period, the foreign
exchange gains and losses are determined based on
amortized cost of the instruments and are recognized
in the Statement of Profit and Loss.

The fair value of the financial liabilities denominated
in a foreign currency is determined in that foreign
currency and translated at the spot rate at the end of
the reporting period. For financial liabilities that are
measured at FVTPL, the foreign exchange component
forms part of the fair value gains or losses recognized
in the Statement of profit and Loss.

(f) Derecognition of financial liabilities:

The Company derecognizes financial liabilities when,
and only when, the Company''s obligations are
discharged, cancelled or they expire. The difference
between the carrying amount of the financial
liability derecognized and the consideration paid and
payable is recognized in the Statement of Profit and
Loss.

3.28 Goods & Service Tax Input Credit

Goods & Service Tax Input Credit is accounted for in
the books during the period in which the underlying
service received is accounted and where there is no
uncertainty in availing/utilizing the same.

3.29 Exceptional Items

Exceptional items are items of income and expenses
which are of such size, nature or incidence that
their separate disclosure is relevant to explain the
performance of the Company.

3.30 Share Based Payments :

The Company is covered under the employee
stock option scheme of Dr. Agarwal''s Health Care
Limited, India (the holding company). Under the
plan, the employees and doctors of the Company

are granted shares and other stock awards of the
holding company, in accordance with the terms
and conditions as specified in the plan. The plan is
assessed, managed and administered by the holding
company, whose shares and share based benefits
have been granted to the employees and doctors
of the Company. The holding company currently
operates the plan / scheme of employee stock
option ("ESOP"). The Company has accounted for the
amount of expense under Ind AS 102 considering the
invoice received from the holding company taking
into account the valuation carried out in respect of the
same and has made the related disclosures required
under INDAS 102 based on information obtained from
the holding company (Refer Note 46)

ESOPs:Equity settled share based payments to the
employees of the company are measured at the fair
value of the equity instruments at the grant date.

Compensation expense for the Employee Stock
Option Plan ("ESOP") is measured at the option value
as on grant date and the cost of the option will be
amortised on a systematic basis which reflects
pattern of the vesting of the options over the period
of 4 years (Refer Note 46.2).

SARs: Cash settled share based payments to the
doctors of the company is remeasured at the value
of option at the end of every reporting period.
Compensation expense for the Share Appreciation
Rights ("SAR") will be accounted at every reporting
date till the date of exercise of the SARs based on the
information provided by the holding company (Refer
Note 46.3).

Critical Accounting Judgements
⁰⁴ and Key Sources of Estimation

I Uncertainty _ith

Ind AS requires management to make judgements, The
preparation of Financial Statements in conformity with Ind
AS requires management to make judgements, estimates
and assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities,
income and expenses and the accompanying disclosures.
Uncertainty about the assumptions and estimates could
result in outcomes that require a material adjustment to
the carrying value of assets or liabilities affected in future
periods.

Estimates and underlying assumptions are reviewed on
an ongoing basis. Revisions to accounting estimates are

recognized in the period in which the estimates are revised
and future periods are affected.

In particular, information about significant areas of
estimation, uncertainty and critical judgments in applying
accounting policies that have the most significant effect
on the amounts recognized in the financial statements are
included in the following notes:

(i) Useful lives of Property, plant and equipment
(Refer Note 3.9)

(ii) Useful lives of Intangible Asset (Refer Note 3.11)

(iii) Valuation of Goodwill and Intangible Assets on
Business combination (Refer Note 3.8)

(iv) Impairment of Goodwill (Refer Note 3.14)

(v) Assets and obligations relating to employee
benefits (Refer Note 3.18)

(vi) Valuation and measurement of income taxes and
deferred taxes (Refer Note 3.24)

(vii) Provisions for disputed statutory and other
matters (Refer Note 3.25)

(viii) Allowance for expected credit losses (Refer
Note 3.27.1(e))

(ix) Fair value of Financial Assets and Liabilities (Refer
Note 3.27.1 and 3.27.2)

(x) Lease Term of Leases entered by the Company
(Refer Note 3.22)

Determination of functional currency:

Currency of the primary economic environment in which
the Company operates ("the functional currency") is Indian
Rupee (?) in which the company primarily generates and
expends cash. Accordingly, the Management has assessed
its functional currency to be Indian Rupee ('').

8.1 Particulars of business combinations accounted by the company

The Company accounts for business combinations using the acquisition method of accounting. This method requires
the application of fair values for both the consideration given and the assets and liabilities acquired. The calculation of
fair values is often dependent on estimates and judgments including future cash flows discounted at an appropriate
rate to reflect the risk inherent in the acquired assets and liabilities (refer to Note below, Acquisition of Businesses for
details of business combinations).

During the current year, the Company had the below business combinations primarily comprising acquisition of "Eye
Hospitals" on a going concern basis. These business combinations involved acquisition of the Eye Hospitals from the
Doctors and did not involve share acquisitions in any other entities. As part of the acquisition, the Company acquired
the assets, liabilities, employees etc. as determined pursuant to the acquisition agreements and also continuity of
the acquiree Doctors who are also covered by a non-compete and have entered into a service contract to provided
services to the Company. There are no non-controlling interests in the business combinations entered during the year.
The details of the eligible/identifiable assets and liabilities have been furnished below. The resultant goodwill on such

8.3 Impairment testing

Goodwill balances have been tested for impairment at every reporting period as per the requirements of Ind AS 36. The
key assumptions used by management in setting the cash flow projections/budgets for the initial five-year period
were as follows:

Forecast sales growth rates

Forecast sales growth rates are based on past experience adjusted for adjusting the market trends, loyalty/reputation
of the doctor practitioners, geographical location and the strategic decisions made in respect of the cash-generating
unit.

Operating profits

Operating profits are forecast based on historical experience of operating margins, adjusted for the impact of cost
saving due to synergies and initiatives and also revenue pricing changes.

Cash conversion

Cash conversion is the ratio of operating cash flow to operating profit. Management forecasts cash conversion rates
based on historical experience.

Cash flow projections during the budget period are based on the same expected gross margins and inventory price
inflation throughout the budget period. The cash flows beyond five-year period have been extrapolated using a 3.5%
(2023-24: 3.5%) per annum growth rate which is the projected long-term average growth rate. Discount rate of 16.34%
to 17.29% (2023-24: 16.79% to 17.97%) determined using Capital Asset Pricing Model.

15.3 Credit period and risk

Significant portion of the Company''s business is against receipt of cash settled near to the time of sale/service. Credit
is provided mainly to Insurance Companies, Corporate customers and customers covered by Government accorded
health benefits. The Insurance Companies are required to maintain minimum reserve levels and pre-approve the
insurance claim, Government undertakings and the Corporate Customers are enterprises with high credit ratings.
Accordingly, the Company''s exposure to credit risk in relation to trade receivables is low.

Trade receivables are non-interest bearing and are generally due immediately when the invoice is raised. Of the Trade
Receivable as at 31st March 2025, Rs. 10.39 Crores (As at 31st March 2024: Rs.12.78 crores) are due from 7 (as at 31 March
2024: 6) of the Company''s customers i.e. having more than 5% of the total outstanding trade receivable balance.
There are no other customers who represent more than 5% of the total balance of trade receivables.

No trade receivable are due from directors or other officers of the Company either severally or jointly with any other
person. Nor any trade receivable are due from firms or private companies respectively in which any director is a
partner, a director or a member.

15.4 Expected credit loss allowance

The Company has used a practical expedient by computing the expected loss allowance for trade receivables based
on provision matrix. The provision matrix takes into account the historical credit loss experience and adjustments for
forward looking information. The expected credit loss allowance is based on the ageing of the days the receivables are
due and the rates as given in the provision matrix, considering the amounts due from the government undertakings
and the other undertakings.

Notes 22.1(a)

(a) Security

(i) Axis bank Term Loan and Overdraft facilit

The details of Security provided are as

follows:

Primary Security

1. Hypothecation of the entire current assets of the
company.(applicable for overdraft facility)

2. Hypothecation of entire movable fixed assets.

3. Paripassu charge (with HDFC Limited for a loan taken
by Dr. Agarwal Eye Institute) on the landed property
of 9.68 grounds belonging to Dr Agarwal Eye Institute
and proposed building to be constructed there on at
No. 19, Cathedral Road, Gopalapuram, Chennai, 600086.
(applicable for Term Loan 2)

Collateral Security

Collateral Security common for all facilities
1. Paripassu charge (with HDFC Limited for a loan taken
by Dr. Agarwal Eye Institute) on the landed property

of 9.68 grounds belonging to Dr Agarwal Eye Institute
and proposed building to be constructed there on at
No. 19, Cathedral Road, Gopalapuram, Chennai, 600086.
(applicable for Term loan 1)

2. Hypothecation of the entire current assets of the
company.(applicable for other than overdraft facility)

Personal/ Corporate Guarantor

1. Personal Guarantees of Dr. Amar Agarwal, Dr. Athiya
Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr. Ashar
Agarwal, Dr. Ashvin Agarwal, Dr and Dr. Agarwal Eye
Institute (applicable for Term Loan 1 above)

2. Personal Guarantees of Dr. Amar Agarwal, Dr. Athiya
Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr. Ashar
Agarwal, Dr. Ashvin Agarwal, Dr. Agarwal''s Health Care
Limited and Dr. Agarwal Eye Institute (applicable for
Term Loan 2 above)

(i) The Government of India under "Emergency Credit
Line Guaranteed Scheme (ECLGS) has directed the
banks to provide Guaranteed emergency Credit Line
(GECL) by way of working capital term loan (WCTL)

Note: The services are rendered to various patients and there are no patients who represent more than 10% of the total
revenue. However, the Hospital also serves patients who are covered under insurance/health schemes run by insurance
companies, corporates and the central/state government agencies, wherein the services rendered to the patient is on
credit to be reimbursed by the said insurance company, corporate or government agency.

32.2 Trade receivables and contract balances

The Company classifies the right to consideration in exchange for deliverables as receivable. A receivable is a right to
consideration that is unconditional upon passage of time. Revenue is recognized as and when the related goods / services
are delivered / performed to the customer. Trade receivable are presented net of impairment in the Balance Sheet.
Contract liabilities include payments received in advance of performance under the contract, and are realized with the
associated revenue recognized under the contract.

32.3 Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be
recognised as at the end of the reporting period and an explanation as to when the Company expects to recognise these
amounts in revenue. Applying the practical expedient as given in IND AS - 115, the Company has not disclosed information
about remaining performance obligations in contracts where the original contract duration is one year or less or where
the entity has the right to consideration that corresponds directly with the value of entity''s performance completed to
date.

(h) Asset-Liability Matching Strategies

The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the
interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company, as part of the
policy rules, makes payment of all gratuity liability occurring during the year (subject to sufficiency of funds under the
policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is
shorter compared to the duration of liabilities. Thus, The Company is exposed to movement in interest rate.

(i) Effect of Plan on Entity''s Future Cash Flows

a) Funding Arrangements and Funding Policy

-The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year,
the insurance Company carries out a funding valuation based on the latest employee data provided by the Company.
Any deficit in the assets arising as a result of such valuation is funded by the Company.

b) The weighted average duration of the benefit obligation at 31st March 2025 is 3.55 years (as at 31st March 2024 is
3.84 years).

43 Segment reporting (Amount in INR Crores)

The company is engaged in providing eye care and related services provided from its hospitals which are located in India.
Based on the "management approach" as defined in Ind-AS 108 - Operating Segments, the Chief Operating Decision Maker
(CODM) evaluates the company''s performance and allocates resources based on an analysis of various performance
indicators by the overall business segment, i.e. Eye care related sales and services.

As the allocation of resources and profitability of the business is evaluated by the CODM on an overall basis, with evaluation
into individual categories to understand the reasons for variations, no separate segments have been identified. Accordingly
no additional disclosure has been made for the segmental revenue, segmental results and the segmental assets & liabilities.
All of the Company''s current assets and fixed assets are in India.

doctors of the Company. The holding company currently operates an employee stock option ("ESOP") . The Company has
accounted for the amount of expense under Ind AS 102 considering the invoice received from the holding company and has
made the related disclosures required under INDAS 102 based on information obtained from the holding company.

46.2 ESOP

The stock awards granted generally vest over a four yesr service period. The annual stock awards are granted effective of
the 28th November 2022; this effective date is the "award date" used for stock plan administration purposes and shown
in the awards agreement. [The maximum number of shares in a stock award is, not exceeding 2% of the Paid Up Capital of
the Holding Company, as on 12th August 2022, comprising 1,58,522 Options to or for the benefit of the employees of the
Group.]

46.3 SAR

The Share Appreciation Rights (SAR) gives consultant doctors of the Company the opportunity to receive a cash bonus
equal to the appreciation in the value of the units which shall, for each unit, be the difference between fair market value
of the equity shares as at payment event trigger(PET) of Dr. Agarwal''s Health Care Limited (the holding company) and
excercise price as stated under the Plan.

*PET is defined as either 1 of the 3 below:

i. On the occurrence of an Initial Public Offer (IPO) by the holding company

ii. Entry of any new investor in the holding company acquiring more than 30% shareholding or change of shareholding by
more than 30% of the paid up capital in any manner.

iii. Any other event that the Board may decide at its own discretion.

However, the payment timing shall not exceed 4 (four) years from the date of grant. If PET occurred only after 4 (four)
years from the date of grant, then the 100% of the payment will be made at the end of the fourth year.

The management assessed that fair value of cash and cash equivalents, trade receivables, loans, borrowings, trade
payables and other current financial assets and liabilities approximate their carrying amounts largely due to the short-term
maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in
a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair value/amortized cost

(i) Long-term fixed-rate receivables/borrowings are evaluated by the Company based on parameters such as interest
rates, specific country risk factors, individual losses and creditworthiness of the receivables

(ii) The fair value of unquoted instruments, loans from banks and other financial liabilities, as well as other non-current
financial liabilities are estimated by discounting future cash flows using rates currently available for debt on similar
terms, credit risk and remaining maturities. In addition to being sensitive to a reasonably possible change in the
forecast cash flows or discount rate, the fair value of the unquoted instruments is also sensitive to a reasonably
possible change in the growth rates. The valuation requires management to use unobservable inputs in the model, of
which the significant unobservable inputs are disclosed in the tables below. Management regularly assesses a range
of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total
fair value.

There have been no transfers between the levels during the year. The management assessed that cash and cash
equivalents, bank balances other than cash and cash equivalents, trade receivables, trade payables, bank overdrafts,
borrowings, other financial assets, loans and Other financial liabilities approximate their carrying amounts largely due to
the short-term maturities of these instruments.

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either

directly or indirectly.

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

Details of financial assets and financial liabilities which were valued at fair value as of 31st March 2025 and 31st March 2024
are disclosed in Note 48.2

Financial risk management framework

The Company''s board of directors have overall responsibility for the establishment and oversight of the Company''s risk
management framework. The Company manages financial risk relating to the operations through internal risk reports
which analyze exposure by degree and magnitude of risk. The Company''s activities expose it to a variety of financial
risks: liquidity risk, credit risk and market risk (including interest rate risk and other price risk). The Company''s primary risk
management focus is to minimize potential adverse effects of market risk on its financial performance. The Company''s
risk management assessment and policies and processes are established to identify and analyze the risks faced by the
Company, to set appropriate risk limits and controls, and to monitor risks and compliance with the same. Risk assessment
and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company''s
activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company''s risk assessment
and management policies and processes.

(a) Liquidity Risk Management :

Liquidity risk refers to the risk that the Company cannot meet its financial obligations as they become due. The
Company manages its liquidity risk by ensuring as far as possible, that it will always have sufficient liquidity to meet
its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk
to the Company''s reputation. The Company maintains adequate reserves and banking facilities, and continuously
monitors the forecast and actual cash flows by matching maturing profiles of financial assets and financial liabilities
in accordance with the approved risk management policy of the Company periodically.

Liquidity and Interest Risk Tables :

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with
agreed repayment periods. The tables include both interest and principal cash flows.

To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end
of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to
pay.

(b) Credit Risk:

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration
of creditworthiness as well as concentration of risks. Financial instruments that are subject to concentrations of
credit risk principally consist of trade receivables, cash and cash equivalents, bank deposits and other financial assets.
None of the other financial instruments of the Company result in material concentration of credit risk. Credit risk is

controlled by analyzing credit limits and creditworthiness of customers on a continuous basis to whom the credit has
been granted after obtaining necessary approvals for credit. The carrying amount of the financial assets recorded in
these financial statements, grossed up for any allowance for losses, represents the maximum exposures to credit risk.

Trade receivables:

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
demographics of the customer, including the default risk of the industry and credit history, also has an influence on credit
risk assessment.

Refer Note 32 and Note 15 for the details in respect of revenue and receivable from top customers.

Credit risk on current investments and cash & cash equivalent is limited as the Company generally transacts with banks
and financial institutions with high credit ratings assigned by international and domestic credit rating agencies.

(c) Market Risk :

Market risk is the risk of loss of any future earnings, in realizable fair values or in future cash flows that may result
from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the
price of market risk sensitive instruments as a result of such adverse changes in market rates and prices. Market risk
is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all
short-term and long-term debt.

(c.1) Interest rate risk: Interest rate risk is the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market
interest rates relates primarily to the Company''s debt obligations with floating interest rates.

The Company''s management monitors the interest fluctuations, if any, and accordingly, take necessary steps to
mitigate any interest rate risk.

51 Undisclosed Income

The Company does not have any transaction which are not recorded in the books of account that has been surrendered or

disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

52 Transactions with companies whose name is struck-off

The company has not entered into any transactions with entities whose name has been struck off under Section 248 of the

Act or section 560 of Companies Act, 2013 as at 31st March 2025.

53 Audit Trail & Backup of accounting records

(i) The Company has used accounting software for maintaining its books of account for the year ended 31st March 2025
which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all
relevant transactions recorded in the software systems.The audit trail feature is not tampered with and the audit
trail has been preserved by the Company as per the statutory requirements for record retention for the software
systems where the audit trail was enabled and operating.

(ii) The Company has maintained backup on daily basis in electronic mode of its accounting records in servers physically
located outside India and other records (related to payroll and patient billing related records) in servers physically
located in India for the year ended 31st March 2025 and 31st March 2024.

54 Other disclosures

(i) The company has used the borrowings from banks and financial institutions for the specific purpose for which it was
taken at the balance sheet date.

(ii) The Company neither has any owned immovable property nor any title deeds of owned Immovable Property not
held in the name of the Company.

(iii) During the financial year, the Company has not revalued any of its Property, Plant and Equipment, Right of Use Asset
and Intangible Assets.

(iv) The Company has not granted any Loans or Advances to promoters, directors, KMPs and the related
parties (as defined under Companies Act, 2013,) either severally or jointly with any other person, that are:
(a) repayable on demand or (b) without specifying any terms or period of repayment

(v) The Company does not have any intangible assets under development as at 31st March 2025 and 31st March 2024,
and hence disclosure under Schedule III is not applicable.

(vi) There are no proceedings which have been initiated or pending against the company as at 31st March 2025 and 31st
March 2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and
the rules made thereunder.

(vii) The Company has not been sanctioned working capital limits in excess of INR 5 crores, in aggregate, at any point of
time during the year from banks or financial institutions on the basis of security of assets. Hence , the Company is
not required to file quarterly returns or statement of current assets with banks or financial institutions.

(viii) The Company has not been declared as a wilful defaulter by any bank or financial Institution or other lender.

(ix) The Company does not have any charges or satisfaction yet to be registered with ROC beyond the statutory period,
as at the year ended 31st March 2025 and 31st march 2024.

(x) As at 31st March 2025, the Company has no subsidiaries and hence clause (87) of Section 2 of the Companies Act, 2013
read with the Companies (Restriction on number of Layers) Rules, 2017 not applicable.

(xi) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other
sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the
understanding (whether recorded in writing or otherwise) that the Intermediary shall :-

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the company (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(xii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the company shall:-

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

(xiii) The Company neither has traded nor invested in Crypto currency or Virtual Currency during the Financial year.

(xiv) The Company does not have any investment properties as at 31st March 2025 and 31st March 2024 as defined in Ind
AS 40.

55 Approval of Financial Statements

The Board of Directors of the Company has reviewed the realizable value of all the current assets and has confirmed that
the value of such assets in the ordinary course of business will not be less that the value at which these are recognized
in the financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets in the
financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial
statements in its meeting held on 28th May 2025.

56 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s
classification /disclosure.

For and on behalf of Board of Directors

sd/- sd/- sd/-

R. Prasanna Venkatesh Dr. Amar Agarwal Dr. Athiya Agarwal

Partner Chairman & Managing Director Wholetime Director

Membership No. 214045 DIN: 00435684 DIN: 01365659

Place : Chennai Place: Chennai Place: Chennai

Date: 28 May, 2025 Date: 28 May, 2025 Date: 28 May, 2025

sd/- sd/-

Mr. Yashwanth Venkat Ms. Meenakshi Jayaraman

Chief Financial Officer Company Secretary

Place : Chennai Place : Chennai

Date: 28 May, 2025 Date: 28 May, 2025

---

Mar 31, 2024

3.25 Provisions, Contingent Liabilities and Contingent Assets

A provision is recognized when the Company has a present obligation (legal or constructive) as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions are determined based on the best estimate required to settle the obligation at the balance sheet date and measured using the present value of cash flows estimated to settle the present obligations (when the effect of time value of money is material). These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Contingent liability is disclosed for

(i) Possible obligations which will be confirmed only by future events not wholly within the control of the Company or

(ii) Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.

The Company does not recognize a contingent liability but discloses its existence in the Financial Statements. Contingent assets are only disclosed when it is probable that the economic benefits will flow to the entity.

3.26 Insurance claims

Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that the amount recoverable can be measured reliably and it is reasonable to expect ultimate collection.

3.27 Financial Instruments

Initial Recognition

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss (FVTPL)) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. The transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through profit and loss are immediately recognized in the statement of profit and loss.

3.27.1 Financial Assets

(a) Recognition and initial measurement

(i) The Company initially recognizes loans and advances, deposits and subordinated liabilities on the date on which they originate. All other financial instruments (including regular way purchases and sales of financial assets) are recognized on the trade date, which is the date on which the Company becomes a party to the contractual provisions of the instrument. A financial asset or liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue.

(b) Classification of financial assets

On initial recognition, a financial asset is classified to be measured at amortized cost, fair value through other comprehensive income (FVTOCI) or FVTPL.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated at FVTPL:

• The asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and

• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

For the impairment policy in financial assets measured at amortized cost, refer Note 3.27.1(e)

A debt instrument is classified as FVTOCI only if it meets both of the following conditions and is not recognized at FVTPL:

• The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All other financial assets are subsequently measured at fair value.

(c) Effective interest method

The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or where appropriate, a shorter period, to the gross carrying amount on initial recognition.

Income is recognized on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Interest income is recognized in profit or loss and is included in the "Other Income" line item.

(d) Financial assets at fair value through profit or loss (FVTPL)

Debt instruments that do not meet the amortized cost criteria or FVTOCI criteria (see above) are measured at FVTPL. In addition, debt instruments that meet the amortized cost criteria or the FVTOCI criteria but are designated as at FVTPL are measured at FVTPL.

A financial asset that meets the amortized cost criteria or debt instruments that meet the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases. The Company has not designated any debt instrument as at FVTPL.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the ''Other income'' line item. Dividend on financial assets at FVTPL is recognized when the Company''s right to receive the dividends is established, it is probable that the economic benefits associated with the dividend will flow to the entity, the dividend does not represent a recovery of part of cost of the investment and the amount of dividend can be measured reliably.

(e) Impairment of financial assets

The Company applies the expected credit loss model for recognizing impairment loss on financial assets measured at amortized cost, debt instruments at FVTOCI, trade receivables and other contractual rights to receive cash or other financial asset.

Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate (or credit-adjusted effective interest rate for purchased or originated credit-impaired financial assets). The Company estimates cash flows by considering all contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) through the expected life of that financial instrument.

The Company measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. 12-month expected credit losses are portion of the life-time expected credit losses and represent the lifetime cash shortfalls that will result if default occurs within the 12 months after the reporting date and thus, are not cash shortfalls that are predicted over the next 12 months.

For trade receivables, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses. Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking information.

(f) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset''s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income and accumulated in equity is recognized in profit or loss if such gain or loss would have otherwise been recognized in profit or loss on disposal of that financial asset.

On derecognition of a financial asset other than in its entirety (e.g. when the Company retains an option to repurchase part of a transferred asset), the Company allocates the previous carrying amount of the financial asset between the part it continues to recognize under continuing involvement, and the part it no longer recognizes on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognized and the sum of the consideration received for the part no longer recognized and any cumulative gain or loss allocated to it that had been recognized in other comprehensive income is recognized in profit or loss if such gain or loss would have otherwise been recognized in profit or loss on disposal of that financial asset. A cumulative gain or loss that had been recognized in other comprehensive income is allocated between the part that continues to be recognized and the part that is no longer recognized on the basis of the relative fair values of those parts.

(g) Foreign exchange gains and losses

The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period.

• For foreign currency denominated financial assets measured at amortized cost and FVTPL, the exchange differences are recognized in profit or loss.

• Changes in carrying amount of investments in equity instruments at FVTOCI relating to changes in foreign currency rates are recognized in other comprehensive income.

• For the purposes of recognizing foreign exchange gains or losses, FVTOCI debt instruments are treated as financial assets measured at amortized cost. Thus, the exchange differences on the amortized cost are recognized in the Statement of Profit and Loss and other changes in the fair value of FVTOCI financial assets are recognized in other comprehensive income.

3.27.2 FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS

(a) Classification as debt or equity:

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

(b) Equity instruments:

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs. Repurchase of the Company''s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company''s own equity instruments.

(c) Financial Liabilities at FVTPL:

Financial liabilities are classified as at FVTPL when the financial liability is either held for trading or it is designated as at FVTPL.

A financial liability is classified as held for trading if:

• it has been incurred principally for the purpose of repurchasing it in the near term; or

• on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking;

A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial recognition if:

• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

• the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Company''s documented risk management or investment strategy, and information about the grouping is provided internally on that basis;

(d) Financial liabilities subsequently measured at amortized cost:

Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortized cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortized cost are determined based on the effective interest method. Interest expense that is not capitalized as part of costs of an asset is included in the ''finance costs'' line item.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly

discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

(e) Foreign exchange gains and losses:

For financial liabilities that are denominated in a foreign currency and measured at amortized cost at the end of each reporting period, the foreign exchange gains and losses are determined based on amortized cost of the instruments and are recognized in the Statement of Profit and Loss.

The fair value of the financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured at FVTPL, the foreign exchange component forms part of the fair value gains or losses recognized in the Statement of profit and Loss.

(f) Derecognition of financial liabilities:

The Company derecognizes financial liabilities when, and only when, the Company''s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in the Statement of Profit and Loss.

3.28 Goods & Service Tax Input Credit

Goods & Service Tax Input Credit is accounted for in the books during the period in which the underlying service received is accounted and where there is no uncertainty in availing/utilizing the same.

3.29 Exceptional Items

Exceptional items are items of income and expenses which are of such size, nature or incidence that their separate disclosure is relevant to explain the performance of the Company.

3.30 Share Based Payments :

The Company is covered under the employee stock option scheme of Dr. Agarwal''s Health Care Limited, India (the holding company). Under the plan, the employees and doctors of the Company are granted shares and other stock awards of the holding company, in accordance with the terms and conditions as specified in the plan. The plan is assessed, managed and administered by the holding company, whose shares and share based benefits have been granted to the employees and doctors of the Company. The holding company currently operates the plan / scheme of employee stock option ("ESOP") and a share appreciation rights ("SAR"). The Company has accounted for the amount of expense under Ind AS 102 considering the invoice received from the holding company taking into account the valuation carried out in respect of the same and has made the related disclosures required under INDAS 102 based on information obtained from the holding company (Refer Note 45)

ESOPs:

Equity settled share based payments to the employees of the company are measured at the fair value of the equity instruments at the grant date.

Compensation expense for the Employee Stock Option Plan ("ESOP") is measured at the option value as on grant date and the cost of the option will be amortised on a systematic basis which reflects pattern of the vesting of the options over the period of 4 years (Refer Note 45.2).

SARs:

Cash settled share based payments to the doctors of the company is remeasured at the value of option at the end of every reporting period. Compensation expense for the Share Appreciation Rights ("SAR") will be accounted at every reporting date till the date of exercise of the SARs based on the information provided by the holding company (Refer Note 45.3).

4. Critical Accounting Judgements and Key Sources of Estimation Uncertainty

The preparation of Financial Statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses and the accompanying disclosures. Uncertainty about the assumptions and estimates could result in outcomes that require a material adjustment to the carrying value of assets or liabilities affected in future periods.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and future periods are affected.

In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are included in the following notes:

(i) Useful lives of Property, plant and equipment (Refer Note 3.9)

(ii) Assets and obligations relating to employee benefits (Refer Note 3.18)

(iii) Valuation and measurement of income taxes and deferred taxes (Refer Note 3.24)

(iv) Provisions for disputed statutory and other matters (Refer Note 3.25)

(v) Allowance for expected credit losses (Refer Note 3.27.1(e))

(vi) Fair value of Financial Assets and Liabilities (Refer Note 3.27.1 and 3.27.2)

(vii) Lease Term of Leases entered by the Company (Refer Note 3.22)

Determination of functional currency:

Currency of the primary economic environment in which the Company operates ("the functional currency") is Indian Rupee (INR) in which the company primarily generates and expends cash. Accordingly, the Management has assessed its functional currency to be Indian Rupee (INR).

14.3 Credit period and risk

Significant portion of the Company''s business is against receipt of cash settled near to the time of sale/service. Credit is provided mainly to Insurance Companies, Corporate customers and customers covered by Government accorded health benefits. The Insurance Companies are required to maintain minimum reserve levels and preapprove the insurance claim, Government undertakings and the Corporate Customers are enterprises with high credit ratings. Accordingly, the Company''s exposure to credit risk in relation to trade receivables is low.

Trade receivables are non-interest bearing and are generally due immediately when the invoice is raised. Of the Trade Receivable as at 31 March 2024, Rs. 12.78 Crores (As at 31 March 2023: Rs.11.74 crores) are due from 6 (as at 31 March 2023: 7) of the Company''s customers i.e. having more than 5% of the total outstanding trade receivable balance. There are no other customers who represent more than 5% of the total balance of trade receivables.

No trade receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.

14.4 Expected credit loss allowance

The Company has used a practical expedient by computing the expected loss allowance for trade receivables based on provision matrix. The provision matrix takes into account the historical credit loss experience and adjustments for forward looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix, considering the amounts due from the government undertakings and the other undertakings.

(a) Security

(i) Axis bank Term Loan and Overdraft facility The details of Security provided are as follows:

Primary Security

1. Hypothecation of the entire current assets of the company.

2. First and exclusive charge on the Plant and Machinery owned by the company other than those funded by other banks/NBFCs.

3. Term loan - Hypothecation of movable fixed assets proposed/existing purchased out of term loans. Collateral Security

Collateral Security common for all facilities

1. Paripassu charge (with HDFC Limited for a loan taken by Dr. Agarwal Eye Institute) on the landed property of 9.68 grounds belonging to Dr Agarwal Eye Institute and proposed building to be constructed there on at No. 19, Cathedral Road, Gopalapuram, Chennai, 600086.

Corporate Guarantor

1. Personal Guarantees of Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr. Ashar Agarwal, Dr. Ashvin Agarwal, Dr. Agarwal''s Health Care Limited and Dr. Agarwal Eye Institute.

(ii) The Government of India under "Emergency Credit Line Guaranteed Scheme (ECLGS) has directed the banks to provide Guaranteed emergency Credit Line (GECL) by way of working capital term loan (WCTL) . This facility is covered by 100% guarantee from NCGTC (National Credit Guarantee Trustee Company Ltd - Ministry of Finance). The amount sanctioned is INR 3.52 Crore with a moratorium period of 12 months , further Security provided against GECL loan are as follows:

1. Second charge on all primary & collateral securities mentioned above.

2. 100% Guarantee from NCGTC”

(b) As at 31 March 2024, the Company has not complied with a financial covenant relating to current ratio specified in the sanction letter. Subsequent to the year end, the Company has obtained a written acknowledgement from the bank that the non-compliance will not impact the term and the repayment terms as per the original schedule will hold good. There have been no non compliance with the repayment of principal and interest as well as other terms and conditions of the borrowing availed by the Company during the year.

31.2 Trade receivables and contract balances

The group classifies the right to consideration in exchange for deliverables as receivable. The Company classifies the right to consideration in exchange for deliverables as receivable. A receivable is a right to consideration that is unconditional upon passage of time. Revenue is recognized as and when the related goods / services are delivered / performed to the customer. Trade receivable are presented net of impairment in the Balance Sheet. Contract liabilities include payments received in advance of performance under the contract, and are realized with the associated revenue recognized under the contract.

31.3 Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognised as at the end of the reporting period and an explanation as to when the Company expects to recognise these amounts in revenue. Applying the practical expedient as given in IND AS - 115, the Company has not disclosed information about remaining performance obligations in contracts where the original contract duration is one year or less or where the entity has the right to consideration that corresponds directly with the value of entity''s performance completed to date.

(g) Actuarial assumptions Investment Risk:

The present value of defined benefit plan liability is calculated using a discount rate which is determined by reference to the prevailing market yields of Indian government securities as at the balance sheet date for the estimated term of the obligations.

Interest Risk:

A decrease in the bond interest rate will increase the plan liability. However, this will be partially offset by an increase in the return on the plan''s Investments.

Longevity Risk:

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary Risk:

The present value of the defined benefit plan liability is calculated by reference to the future salaries. In particular, there is a risk for The Company that any adverse salary growth can result in an increase in cost of providing these benefits to employees in future.

(h) Asset-Liability Matching Strategies

The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company, as part of the policy rules, makes payment of all gratuity liability occurring during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, The Company is exposed to movement in interest rate.

(i) Effect of Plan on Entity''s Future Cash Flows

a) Funding Arrangements and Funding Policy

-The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance Company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by the Company.

b) The Company expects to make a contribution of Rs. 1.16 crores during the next financial year.

c) The weighted average duration of the benefit obligation at 31st March 2024 is 3.84 years (as at 31st March 2023 is 3.86 years).

43 Segment reporting

The company is engaged in providing eye care and related services provided from its hospitals which are located in India. Based on the "management approach" as defined in Ind-AS 108 - Operating Segments, the Chief Operating Decision Maker (CODM) evaluates the company''s performance and allocates resources based on an analysis of various performance indicators by the overall business segment, i.e. Eye care related sales and services.

As the allocation of resources and profitability of the business is evaluated by the CODM on an overall basis, with evaluation into individual categories to understand the reasons for variations, no separate segments have been identified. Accordingly no additional disclosure has been made for the segmental revenue, segmental results and the segmental assets & liabilities. All of the Company''s on current assets and fixed assets are in India.

45 Share-based payments

45.1 Awards from the Holding Company

The Company is covered under the employee stock option scheme of Dr. Agarwal''s Health Care Limited, India (the holding company). Under the plan, the employees and doctors of the Company are granted shares and other stock awards of the holding company, in accordance with the terms and conditions as specified in the plan. The plan is assessed, managed and administered by the holding company, whose shares and share based benefits have been granted to the employees and doctors of the Company. The holding company currently operates an employee stock option ("ESOP") and a share appreciation rights (“SAR"). The Company has accounted for the amount of expense under Ind AS 102 considering the invoice received from the holding company and has made the related disclosures required under INDAS 102 based on information obtained from the holding company.

45.2 ESOP

The stock awards granted generally vest over a four service period. The annual stock awards are granted effective of the 28th November 2022; this effective date is the “award date" used for stock plan administration purposes and shown in the awards agreement. [The maximum number of shares in a stock award is, not exceeding 2% of the Paid Up Capital of the Holding Company, as on August 12, 2022, comprising 1,58,522 Options to or for the benefit of the employees of the Group.]

The following methods and assumptions were used to estimate the fair value/amortized cost

(i) Long-term fixed-rate receivables/borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, individual losses and creditworthiness of the receivables

(ii) The fair value of unquoted instruments, loans from banks and other financial liabilities, as well as other non-current financial liabilities are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. In addition to being sensitive to a reasonably possible change in the forecast cash flows or discount rate, the fair value of the unquoted instruments is also sensitive to a reasonably possible change in the growth rates. The valuation requires management to use unobservable inputs in the model, of which the significant unobservable inputs are disclosed in the tables below. Management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.

Fair Value Hierarchy

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 thatare observable for the asset or liability, either directly or indirectly.

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs.)

Details of financial assets and financial liabilities which were valued at fair value as of 31st March 2024 and 31st March 2023 are disclosed in Note 47.1

Financial risk management framework

The Company''s board of directors have overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company manages financial risk relating to the operations through internal risk reports which analyze exposure by degree and magnitude of risk. The Company''s activities expose it to a variety of financial risks: liquidity risk, credit risk and market risk (including interest rate risk and other price risk). The Company''s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company''s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company''s risk assessment and management policies and processes."

(a) Liquidity Risk Management :

Liquidity risk refers to the risk that the Company cannot meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company''s reputation. The Company maintains adequate reserves and banking facilities, and continuously monitors the forecast and actual cash flows by matching maturing profiles of financial assets and financial liabilities in accordance with the approved risk management policy of the Company periodically.

Liquidity and Interest Risk Tables :

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables include both interest and principal cash flows.

To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.

(b) Credit Risk:

"Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, cash and cash equivalents, bank deposits and other financial assets. None of the other financial instruments of the Company result in material concentration of credit risk. Credit risk is controlled by analyzing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. The carrying amount of the financial assets recorded in these financial statements, grossed up for any allowance for losses, represents the maximum exposures to credit risk."

"Trade receivables: The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and credit history, also has an influence on credit risk assessment."

Refer Note 31 and Note 14 for the details in respect of revenue and receivable from top customers.

Credit risk on current investments and cash & cash equivalent is limited as the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies.

(c) Market Risk :

Market risk is the risk of loss of any future earnings, in realizable fair values or in future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short-term and long-term debt.

(c.1) Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s debt obligations with floating interest rates.

The Company''s management monitors the interest fluctuations, if any, and accordingly, take necessary steps to mitigate any interest rate risk.

Interest Rate sensitivity analysis:

A change (decrease/increase) of 100 basis points in interest rates at the reporting date would increase/ (decrease) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

50 Undisclosed Income

The Company does not have any transaction which are not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

51 Transactions with companies whose name is struck-off

The company has not entered into any transactions with entities whose name has been struck off under Section 248 of the Act or section 560 of Companies Act, 2013 except for a company named "F2 connect Private Limited" for which outstanding payable is Nil as at 31 March 2024.

52 Audit Trail & Backup of accounting records

(i) "The Company has used accounting softwares for maintaining its books of account for the year ended 31 March 2024, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares except in respect of maintenance of payroll records wherein the Company has used payroll software which is operated by a third party software service provider for which independent auditor''s system and organization controls report covering the audit trail requirement at the database level is not available with the Company.

The audit trail feature is not tampered in respect of accounting softwares for which the audit trail feature was enabled and operating. The company is in the process of evaluating options to comply with the audit trail requirements.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1 April 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the year ended 31 March 2024."

(ii) The Company has maintained backup on daily basis of its accounting records which is in electronic mode. The backup is maintained in servers physically located outside India.

53 Other disclosures

(i) The company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken at the balance sheet date.

(ii) The Company neither has any owned immovable property nor any title deeds of owned Immovable Property not held in the name of the Company.

(iii) During the financial year, the Company has not revalued any of its Property, Plant and Equipment, Right of Use Asset and Intangible Assets.

(iv) "The Company has not granted any Loans or Advances to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013,) either severally or jointly with any other person, that are:

(a) repayable on demand or

(b) without specifying any terms or period of repayment"

(v) The Company does not have any intangible assets under development as at 31st March 2024 and 31st March 2023, and hence disclosure under Schedule III is not applicable.

(vi) There are no proceedings which have been initiated or pending against the company as at 31st March 2024 and 31st March 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(vii) The Company has not been sanctioned working capital limits in excess of INR 5 crores, in aggregate, at any point of time during the year from banks or financial institutions on the basis of security of assets. Hence, the Company is not required to file quarterly returns or statement of current assets with banks or financial institutions.

(viil) The Company has not been declared as a wilful defaulter by any bank or financial Institution or other lender

(ix) The Company does not have any charges or satisfaction yet to be registered with ROC beyond the statutory period, as at the year ended 31st March 2024 and 31st march 2023.

(x) As at 31 March 2024, the Company has no subsidiaries and hence clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 not applicable.

(xi) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(xii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall:-

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

(xiii) The Company neither has traded nor invested in Crypto currency or Virtual Currency during the Financial year.

(xiv) The Company does not have any investment properties as at 31st March 2024 and 31st March 2023 as defined in Ind AS 40.

54 Approval of Financial Statements

The Board of Directors of the Company has reviewed the realizable value of all the current assets and has confirmed that the value of such assets in the ordinary course of business will not be less that the value at which these are recognized in the financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements in its meeting held on 25th April 2024.

55 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification /disclosure.

For and on behalf of Board of Directors

sd/- sd/- sd/- sd/-

Dr. Amar Agarwal Dr. Athiya Agarwal Mr. B. Udhay Shankar Ms. Meenakshi

Chairman & Managing Director Whole-time Director Chief Financial Officer Jayaraman

DIN: 00435684 DIN: 01365659 Company Secretary

Place: Chennai Place: Chennai Place: Chennai Place: Chennai

Date: 25 April 2024 Date: 25 April 2024 Date: 25 April 2024 Date: 25 April 2024

---

Mar 31, 2023

5.1 (a) During the period ended 31.st March 2023, the Company has changed its method of depreciation from its existing method of written down value for certain categories of assets to straight line method taking into account its reassessment of the expected pattern of economic benefits from those assets. Had the Company continued its previous method of written down value for these assets, depreciation expense for the year ended 31st March 2023 would have been higher by Rs. 5.58 crores.

13.1 Credit period and risk

Significant portion of the Company''s business is against receipt of advance. Credit is provided mainly to Insurance Companies, Corporate customers and customers covered by Government accorded health benefits. The Insurance Companies are required to maintain minimum reserve levels and pre-approve the insurance claim, Government undertakings and the Corporate Customers are enterprises with high credit ratings. Accordingly, the Company''s exposure to credit risk in relation to trade receivables is low.

Trade receivables are non-interest bearing and are generally due immediately when the invoice is raised. Of the Trade Receivable as at 31 March 2023, Rs. 11.74 Crores (As at 31 March 2022: Rs. 8.82 crores) are due from seven of the Company''s customers i.e. having more than 5% of the total outstanding trade receivable balance. There are no other customers who represent more than 5% of the total balance of trade receivables.

No trade receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.

13.2 Expected credit loss allowance

The Company has used a practical expedient by computing the expected loss allowance for trade receivables based on provision matrix. The provision matrix takes into account the historical credit loss experience and adjustments for forward looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix, considering the amounts due from the government undertakings and the other undertakings.

16.2 Terms / rights attached to equity shares :

The Company has only one class of equity shares having a par value of Rs. 10. Each holder is entitled to one vote per equity share. Dividends are paid in Indian rupees. Dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders at the annual general meeting except in case of interim dividend. Repayment of capital will be in accordance with the terms of the Articles of Association and in proportion to the number of equity shares held.

The general reserve represents appropriation of retained earnings by transferring profits. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit or loss.

(i) In accordance with Notification G.S.R 404(E ), dated 6 April 2016, remeasurement of defined benefit plans is recognised as part of retained earnings.

(ii) In respect of the year ended 31 March 2023, the directors propose that a dividend of Rs. 3 per share to be paid on fully paid equity shares. This equity dividend is subject to approval by shareholders at the annual general meeting and has not been included as a liability in these financial statements. The proposed equity dividend is payable to all holders of fully paid equity shares.

(i) The details of Security provided against the Term Loans are as follows:

- First and exclusive charge on the entire current assets of the Company.

- First and exclusive charge on the Plant and Machinery owned by the company other than those funded by other banks.

- Pledge of 1,350,000 Shares of the Company held by Dr. Agarwal''s Health Care Limited.

- Corporate Guarantee provided by Dr. Agarwal''s Health Care Limited.

- Personal Guarantees of Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr. Ashar Agarwal Dr. Ashvin Agarwal, being the promoter and relatives of the promoter.

(ii) The Government of India under "Emergency Credit Line Guaranteed Scheme (ECLGS) has directed the banks to provide Guaranteed emergency Credit Line (GECL) by way of working capital term loan (WCTL) . This facility is covered by 100% guarantee from NCGTC (National Credit Guarantee Trustee Company Ltd -Ministry of Finance). The amount sanctioned is INR 3.52 Crore with a moratorium period of 12 months , further Security provided against GECL loan are as follows:

- Personal Guarantees of Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr. Ashar Agarwal, Dr. Ashvin Agarwal, and Dr. Agarwal''s Health Care Limited .

(iii) As at the year ended 31 March 2023, the Company had borrowed term loan from Axis Bank Limited for construction of New Chennai Main Hospital (CMH). Of the sanction amount of INR 60 Crores, the company has utilised INR 35.81 Crores. The security against which is listed below"

- Equitable Mortgage on the Land belonging to Dr. Agarwal''s Eye Institute, a related party, for 6,555 Ground,

- Equitable Mortgage on the Land belonging to Dr. Agarwal''s Eye Institute, a related party, for 3.125 Ground on second charge basis , whereas the first charge will be by Axis Finance Limited,

- Equitable Mortgage on Building proposed to be constructed on the entire land of 9.68 grounds at cathedral road Chennai.

(iv) The loans are secured by hypothecation of respective vehicles financed by the Banks.

(v) The Company has obtained a written acknowledgement from the Bank that there were no non compliances with the loan terms and conditions as at 31 March 2023.

Note:

Whilst the provision as at 31 March 2023 is considered as short term in nature, the actual outflow with regard to said matters depends on the exhaustion of remedies available under the law based on various developments. No recoveries are expected against the provision.

(ii) The Cash credit facility availed by the Company as at 31 March 2023 & 31 March 2022 is secured by the following:

- First and exclusive charge on the entire current assets of the Company.

- First and exclusive charge on the Plant and Machinery owned by the company other than those funded by other banks.

- Pledge of 1,350,000 shares of the Company held by Dr. Agarwal''s Health Care Limited.

- Corporate Guarantee provided by Dr. Agarwal''s Health Care Limited and Dr. Agarwal''s Eye Institute

- Personal Guarantees of Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr. Ashar Agarwal and Dr. Ashvin Agarwal being the promoter and relatives of the promoter.

(iii) The Overdraft facility availed by the Company as at 31 March 2023 is secured by the following:

- Pari- passu charge with Axis Bank Limited on the landed property of 9.68 Grounds belonging to Dr. Agarwal''s Eye Institute, a related party and proposed building to be constructed there at Cathedral road , Chennai.

24.1 Disaggregation of the revenue Information

The tables below presents disaggregated revenues from contracts with customers for the year ended 31 March 2023. The Company believes that this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other economic factors.

The services are rendered to various patients and there are no patients who represent more than 10% of the total revenue. However, the Hospital also serves patients who are covered under insurance/health schemes run by insurance companies, corporates and the central/state government agencies, wherein the services rendered to the patient is on credit to be reimbursed by the said insurance company, corporate or government agency.

24.2 Trade Receivables and Contract Balances

The company classifies the right to consideration in exchange for deliverables as receivable.

A receivable is a right to consideration that is unconditional upon passage of time. Revenue is recognized as and when the related goods / services are delivered / performed to the customer.

Trade receivable are presented net of impairment in the Balance Sheet.

Contract liabilities include payments received in advance of performance under the contract, and are realized with the associated revenue recognized under the contract.

24.3 Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognised as at the end of the reporting period and an explanation as to when the Company expects to recognise these amounts in revenue. Applying the practical expedient as given in IND AS - 115, the Company has not disclosed information about remaining performance obligations in contracts where the original contract duration is one year or less or where the entity has the right to consideration that corresponds directly with the value of entity''s performance completed to date.

33 Capital Commitments ( Amount in Rs. Crores)
Particulars	As at 31st March 2023	As at 31st March 2022
(i) The estimated amount of contracts remaining to be executed on Capital Account, net of advances and not provided for - Towards construction of Cathedral Road premises - Others	36.17 0.27	4.53 0.46
Total	36.44	4.98
34 Contingent Liabilities ( Amount in Rs. Crores)
Particulars	As at 31st March 2023	As at 31st March 2022
Consumer Claims against the Company not acknowledged as debt	2.08	1.67

Notes:

(i) Based on Professional Advice / Management''s assessment of all the above claims, the Company expects a favourable decision in respect of the above claims and hence no specific provision has been considered for the above claims. Also refer Note 19.1.

(ii) The amounts shown above represent the best possible estimates arrived at on the basis of the available information. The uncertainties and possible reimbursement are dependent on the outcome of the various legal proceedings which have been initiated by the Company or the Claimants, as the case may be and, therefore, cannot be predicted accurately.

35 Employee BenefitsDefined Contribution plans

(a)The Company makes Provident and Pension Fund contributions, which is a defined contribution plan, for qualifying employees. Additionally, the Company also provides, for covered employees, health insurance through the Employee State Insurance scheme. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

35.2 Defined benefit plans

The Company operates a gratuity plan covering qualifying employees. The benefit payable is calculated as per the Payment of Gratuity Act, 1972 and the benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death or disability while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the group gratuity scheme administered by the Life Insurance Corporation of India.

In respect of the plan, the most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as at 31 March 2023 by Kapadia Actuaries & Consultants, Fellow of the Institute of Actuaries of India. The present value of the defined benefit obligation, and the related current service cost and paid service cost, were measured using the projected unit credit method.

(i) The current service cost and interest expense for the year are included in Note 28 - "Employee Benefit Expenses" in the statement of profit & loss under the line item "Contribution to Provident and Other Funds”

(ii) The remeasurement of the net defined benefit liability is included in other comprehensive income.

(i) The plan assets comprise insurer managed funds. None of the assets carry a quoted market price in active market or represent the entity''s own transferable financial instruments or property occupied by the entity.

(f) The Actual return on plan asset for the year ended 31 March 2023 was Rs. 0.07 crores ( For the year ended - 31 March 2022: Rs. 0.09 crores).

(g) Actuarial assumptions Investment Risk:

The present value of defined benefit plan liability is calculated using a discount rate which is determined by reference to the prevailing market yields of Indian government securities as at the balance sheet date for the estimated term of the obligations.

Interest Risk:

A decrease in the yield of Indian government securities will increase the plan liability.

Longevity Risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary Risk:

The present value of the defined benefit plan liability is calculated by reference to the future salaries. In particular, there is a risk for the Company that any adverse salary growth can result in an increase in cost of providing these benefits to employees in future.

1. The discount rate is based on the prevailing market yields of Indian Government securities as at balance sheet date for the estimated term of the obligation.

2. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

3. In order to protect the capital and optimize returns within acceptable risk parameters, the plan assets are maintained with an insurer managed fund (maintained by the Life Insurance Corporation ("LIC")) and is well diverse.

Sensitivity Analysis

The benefit obligation results of a such a scheme are particularly sensitive to discount rate, longevity risk, salary growth and employee attrition, if the plan provision do provide for such increases on commencement of pension. The following table summarizes the impact in financial terms on the reported defined benefit obligation at the end of the reporting period arising on account changes in these four key parameters:

These sensitivities have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the accounting date. The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore in presenting the above sensitivity analysis the present value of defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

(h) Asset Liability Matching Strategies

The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company, as part of the policy rules, makes payment of all gratuity liability occurring during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in a increase in liability without corresponding increase in the asset).

(i) Effect of Plan on Entity''s Future Cash Flows

a) Funding Arrangements and Funding Policy

The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance Company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by the Company.

b) The Company expects to make a contribution of INR 1.02 crores during the next financial year.

c) The weighted average duration of the benefit obligation as at 31 March 2023 is 3.86 years (as at 31 March 2022 is 3.86 years)

d) Maturity profile of defined benefit obligation:

(i) The Company accounts for costs incurred by / on behalf of the Related Parties based on the actual invoices / debit notes raised and accruals as confirmed by such related parties. The Related Parties have confirmed to the Management that as at 31 March 2023 and 31 March 2022, there are no further amounts payable to / receivable from them, other than as disclosed above. The Company incurs certain costs on behalf of other companies in the group. These costs have been allocated/recovered from the group companies on a basis mutually agreed to with the group companies.

(ii) For "Reimbursement of employee expenses (ESOP)'''' refer Note 28(d) and 41.4

(i) Excludes gratuity and compensated absences which cannot be separately identifiable from the composite amount advised by the actuary.

(ii) Also Refer Note 18(i) and Note21(ii).

(iii) The remuneration payable to key management personnel is determined by the nomination and remuneration committee having regard to the performance of individuals and market trends. The contribution to PF amounts to Rs. 0.01 crs as of 31 March 2023.

(iv) The above remuneration for KMP''s does not include vehicle allowance, communication expenses and other expenses for which the perquisite value is nil.

(i) The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. There have been no instances of amounts due to or due from related parties that have been written back or written off or otherwise provided for during the year.

(ii) Also refer Note 8, 15, and 22.

37 Segment Reporting

The Company is engaged in providing eye care and related services provided from its hospitals which are located in India. Based on the management approach as defined in Ind-AS 108 - Operating Segments, the Chief Operating Decision Maker (CODM) evaluates the Company''s performance and allocates resources based on an analysis of various performance indicators by the overall business segment, i.e. Eye care related sales and services. As the allocation of resources and profitability of the business is evaluated by the CODM on an overall basis, with evaluation into individual categories to understand the reasons for variations, no separate segments have been identified. Accordingly no additional disclosure has been made for the segmental revenue, segmental results and the segmental assets & liabilities. All of the Company''s on current assets and fixed assets are in India."

37.AThe Company has maintained backup on daily basis of its accounting records maintained in electronic mode. The backup is maintained in servers physically located outside India.

40 Financial Instruments 40.1 Capital Management

The Company manages capital risk in order to maximize shareholders'' profit by maintaining sound/optimal capital structure. For the purpose of the Company''s capital management, capital includes equity share Capital and Other Equity and Debt includes Borrowings and Other Financial Liabilities net of Cash and bank balances. The Company monitors capital on the basis of the following gearing ratio. There is no change in the overall capital risk management strategy of the Company compared to last year.

The management assessed that fair value of cash and cash equivalents, trade receivables, loans, borrowings, trade payables and other current financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair value/amortized cost

1) Long-term fixed-rate receivables/borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, individual losses and creditworthiness of the receivables

2) The fair value of unquoted instruments, loans from banks and other financial liabilities, as well as other non-current financial liabilities are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. In addition to being sensitive to a reasonably possible change in the forecast cash flows or discount rate, the fair value of the unquoted instruments is also sensitive to a reasonably possible change in the growth rates. The valuation requires management to use unobservable inputs in the model, of which the significant unobservable inputs are disclosed in the tables below. Management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.

3) Fair values of the Company''s interest-bearing borrowings and loans are determined by using the Effective Interest Rate method using discount rate that reflects the issuer''s borrowing rate as at the end of the reporting period. The own non- performance risk as at 31 March 2023 was assessed to be insignificant.

Fair Value Hierarchy

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs

There were no items of financial assets or financial liabilities which were valued at fair value as of 31 March 2023 and 31 March 2022.

40.3 Financial Risk Management Framework

The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company manages financial risk relating to the operations through internal risk reports which analyse exposure by degree and magnitude of risk. The Company''s activities expose it to a variety of financial risks: liquidity risk, credit risk and market risk (including interest rate risk and other price risk). The Company''s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company''s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company''s risk assessment and management policies and processes.

(a) Liquidity Risk Management :

Liquidity risk refers to the risk that the Company cannot meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company''s reputation. The Company maintains adequate reserves and banking facilities, and continuously monitors the forecast and actual cash flows by matching maturing profiles of financial assets and financial liabilities in accordance with the approved risk management policy of the Company periodically. The Company believes that the working capital (including banking limits not utilised) and its cash and cash equivalent are sufficient to meet its short and medium term requirements.

Liquidity and Interest Risk Tables :

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables include both interest and principal cash flows.To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.

b) Credit Risk:

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, cash and cash equivalents, bank deposits and other financial assets. None of the other financial instruments of the Company result in material concentration of credit risk. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit.

The carrying amount of the financial assets recorded in these financial statements, grossed up for any allowance for losses, represents the maximum exposures to credit risk.

Trade receivables: The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and credit history, also has an influence on credit risk assessment.

Refer Note 24 and Note 13 for the details in respect of revenue and receivable from top customers.

Credit risk on current investments, cash & cash equivalent and derivatives is limited as the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in fixed deposits.

(c) Market Risk :

Market risk is the risk of loss of any future earnings, in realizable fair values or in future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency

receivables and payables and all short-term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk and the market value of its investments. Thus, the Company''s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.

(c.1) Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s debt obligations with floating interest rates.

The Company''s management monitors the interest fluctuations, if any, and accordingly, take necessary steps to mitigate any interest rate risk.

Interest rate sensitivity analysis

A change (decrease/increase) of 100 basis points in interest rates at the reporting date would increase/ (decrease) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant.

40.4 Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)

The Management considers that the carrying amount of financial assets and financial liabilities recognized in the financial statements approximate their fair values.

40.5 Offsetting of financial assets and financial liabilities

The Company has not offset financial assets and financial liabilities.

41 Share-based payments41.1 Awards from the Holding Company

The Company is covered under the employee stock option scheme of Dr. Agarwal''s Health Care Limited, India (the holding company). Under the plan, the employees and doctors of the Company are granted shares and other stock awards of the holding company, in accordance with the terms and conditions as specified in the plan. The plan is assessed, managed and administered by the holding company, whose shares and share based benefits have been granted to the employees and doctors of the Company. The holding company currently operates an employee stock option ("ESOP") and a share appreciation rights (“SAR"). The Company has accounted for the amount of expense under Ind AS 102 considering the invoice received from the holding company and has made the related disclosures required under INDAS 102 based on information obtained from the holding company. Also Refer Note 38.4 below.

41.2 ESOP

The stock awards granted generally vest over a four service period. The annual stock awards are granted effective of the 28th November 2022; this effective date is the "award date" used for stock plan administration purposes and shown in the awards agreement. The grants are made by the holding company in its sole discretion and not by the Company. The maximum number of shares in a stock award is, not exceeding 2% of the Paid Up Capital of the holding, as on August 12, 2022, comprising 1,58,522 Options to or for the benefit of the employees of the Company and the holding Company.

41.3 SAR

The share appreciation rights (SAR) gives consultant doctors of the Company the opportunity to receive a cash bonus equal to the appreciation in the value of the units which shall, for each Unit, be the difference between Fair Market Value of the equity shares as at Payment Event Trigger(PET)* of Dr. Agarwal''s Health Care Limited (the holding company) and Rs. 2,548/- (excercise price) as stated under the Plan.

*PET is defined as either 1 of the 3 below:

i. On the occurrence of an Initial Public Offer (IPO) by the Holding Company

ii. Entry of any new investor in the Holding Company acquiring more than 30% shareholding or change of shareholding by more than 30% of the paid up capital in any manner

iii. Any other event that the Board of Directors of holding Company may decide at its own discretion.

However, the payment timing shall not exceed 4 (four) years from the date of grant. If PET occurred only after 4 (four) years from the date of grant, then the 100% of the payment will be made at the end of the fourth year.

Note : The ratios for the period ended 31 March 2022 is not comparable with the period ended 31 March 2023 due to the impact of COVID''19 in previous year.

42.B Undisclosed Income

The Company does not have any transaction which are not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

42.C Transactions with companies whose name is struck-off

The Company reviewed the status of all its customers and vendors, as at 31 March 2023, in MCA portal, and observed that the Company does not have any transaction or outstanding with struck off Companies under Section 248 of Companies Act, 2013 or Section 560 of Companies Act,1956.

42.D Other Disclosures

(a) The Company neither has any immovable property nor any title deeds of Immovable Property not held in the name of the Company.

(b) The Company neither has traded nor invested in Crypto currency or Virtual Currency during the Financial year.

(c) The Company does not have any charges or satisfaction yet to be registered with ROC beyond the statutory period, as at the year ended 31 March 2023 and 31 March 2022.

(d) During the Financial year, the Company has not revalued any of its Property, Plant and Equipment, Right of Use Asset and Intangible Assets.

(e) The Company does not have any investment properties as at 31 March 2023 and 31 March 2022 as defined in Ind AS 40.

(f) No proceedings have been initiated during the year or are pending against the group as at 31 March 2023 and 31 March 2022 for holding any benami property under Benami Property Transactions (Prohibition) Act, 1988.

(g) The Company has not advanced or loaned or invested funds to any person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(h) As at 31 March 2023, the Company does not have any subsidiaries and hence, the Company complies with clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.

(i) The Company has not granted any loans or advance in the nature of loans to promoters, directors, Key Managerial Personnel and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person.

43 Approval of Financial Statements

The Board of Directors of the Company has reviewed the realisable value of all the current assets and has confirmed that the value of such assets in the ordinary course of business will not be less that the value at which these are recognized in the financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements in its meeting held on 06 May 2023.

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Mar 31, 2018

1 CORPORATE INFORMATION

Dr. Agarwal''s Eye Hospital Limited (‘the Company'') was incorporated on April 22, 1994 and is primarily engaged in providing eye care and related services. As at 31 March 2018, the Company is operating in 22 locations in India. Dr. Agarwal''s Health Care Limited is the holding Company as at 31 March 2018.

2 APPLICATION OF NEW AND REVISED IND AS

All the Indian Accounting Standards issued and notified by the Ministry of Corporate Affairs under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) till the financial statements are authorised have been considered in the preparing these financial statements. There is no other Indian Accounting Standard that has been issued as of that date but was not mandatorily effective.

Recent Standards notified but not effective:

Ind AS 115 - “Revenue from Contracts with Customers”:

On 28 March 2018, the Ministry of Corporate Affairs (MCA), notified Ind AS 115, Revenue from Contracts with Customers, as part of the Companies (Indian Accounting Standards) Amendment Rules, 2018. The new standard is based on IFRS 15, Revenue from Contracts with Customers. The standard is effective for the accounting periods commencing on or after 1 April 2018.

Ind AS 115 replaces Ind AS 11 Construction contracts and Ind AS 18 Revenue. The core principle of Ind AS 115 is that an entity recognises revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This core principle is delivered in a five-step model framework:

- Identify the contract(s) with a customer - assess whether the contract is within the scope of Ind AS 115. ‘Customer'' has now been defined.

- Identify the performance obligations in the contract - determine whether the goods and services in a contract are distinct.

- Determine the transaction price - transaction price will include fixed, variable and non cash considerations.

- Allocate the transaction price to the performance obligations in the contract - allocation based on a stand-alone selling price basis using acceptable methods.

- Recognise revenue when (or as) the entity satisfies a performance obligation - i.e. recognise revenue at a point in time or over a period of time based on performance obligations.

The Company is evaluating the requirements of the standards, and the transition effects on the financial statements.”

Appendix B to Ind AS 21, Foreign currency transactions and advance consideration:

On March 28, 2018, the Ministry of Corporate Affairs (“MCA”) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency. The amendment will come into force from April 1, 2018. The Company is evaluating the effect of this on the financial statements.

Standards yet to be notified:

Ind AS 116 - “Leases”:

On 18 July 2017, the Accounting Standards Board (ASB) of the Institute of Chartered Accountants of India (ICAI) issued an Exposure Draft (ED) of Ind AS 116, Leases. Ind AS 116 is largely converged with IFRS 16. When notified, Ind AS 116 will replace Ind AS 17 Leases.

Ind AS 116 sets out a comprehensive model for identification of lease arrangements and their treatment in the financial statements of the lessor and lessee. Ind AS 116 applies a control model for the identification of leases, distinguishing between leases and service contracts on the basis of whether there is an identified asset controlled by the customer. The Company is evaluating the requirement of the standard and the effect on the financial statements upon notification is being evaluated.

3. Credit period and risk

Significant portion of the Company''s business is against receipt of advance. Credit is provided mainly to Insurance Companies, Corporate customers and Government Undertakings. The Insurance Companies are required to maintain minimum reserve levels and preapprove the insurance claim, Government undertakings and the Corporate Customers are enterprises with high credit ratings. Accordingly, the Company''s exposure to credit risk in relation to trade receivables is low.

Trade receivables are non-interest bearing and are generally on terms of upto 30 days. Of the Trade Receivable as at 31 March 2018, Rs. 725.60 lakhs (As at 31 March 2017: Rs.712.04 lakhs; As at 1 April 2016 : Rs.620.22 lakhs) are due from seven of the Company''s customers i.e having more than 5% of the total outstanding trade receivable balance. There are no other customers who represent more than 5% of the total balance of trade receivables.

No trade receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.

4. Expected credit loss allowance

The Company has used a practical expedient by computing the expected loss allowance for trade receivables based on provision matrix. The provision matrix takes into account the historical credit loss experience and adjustments for forward looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix, considering the amounts due from the government undertakings and the other undertakings.

5. Terms / rights attached to Equity Shares :

The Company has only one class of equity shares having a par value of Rs.10. Each holder is entitled to one vote per equity share. Dividends are paid in Indian Rupees. Dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders at the Annual General Meeting except in case of interim dividend. Repayment of capital will be in accordance with the terms of the Articles of Association and in proportion to the number of equity shares held.

The Board of Directors, at their meeting held on 28 May 2018, have proposed a final dividend of Rs.1.20 per equity share, aggregating to Rs.56.40 lakhs, for the year ended 31 March 2018. The dividend proposed by the Board of Directors is subject to the approval of shareholders at the ensuing Annual General Meeting.

6. I n respect of the year ended 31 March 2018, the directors propose that a dividend of Rs.1.20 per share be paid on fully paid equity shares. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The proposed equity dividend is payable to all holders of fully paid equity shares.

(i) The details of Security provided against the Term Loans are as follows:

- Extension of first charge on the entire Property, Plant and Equipment of the Company and first charge on the assets to be created out of the Term Loan.

- Extension of equitable mortagage on a property owned by Orbit International.

- Extension of first charge on the entire Fixed assets of the company and first charge on the assets to be created out of the Term Loan.

- Pledge of 1,350,000 Shares of the Company held by Dr. Agarwal''s Health Care Limited.

- Corporate Guarantee provided by Dr. Agarwal''s Health Care Limited and Orbit International.

- Personal Guarantees of Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr. Ashar Agarwal, Dr. Ashwin Agarwal, being the promoter and relatives of the promoter.

(ii) The loans are secured by hypothecation of respective vehicles financed by the Banks.

(iii) The loans are secured by hypothecation of surgical equipments.

Whilst the provision as at 31 March 2018 is considered as short term in nature, the actual outflow with regard to said matters depends on the exhaustion of remedies available under the law based on various developments. No recoveries are expected against the provision.

(ii) The Cash credit facility availed by the Company as at 31 March 2018 is secured by the following:

- Hypothecation of all the current assets of the Company.

- Extension of equitable mortagage on a property owned by Orbit International.

- Pledge of 1,350,000 shares of the Company held by Dr. Agarwal''s Health Care Limited.

- Corporate Guarantee provided by Dr. Agarwal''s Health Care Limited and Orbit International.

- Personal Guarantees of Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr. Ashar Agarwal and Dr. Ashwin Agarwal being the promoter and relatives of the promoter.

(i) Based on Professional Advice / Management''s assessment of all the above claims, the Company expects a favourable decision in respect of the above claims and hence no specific provision has been considered for the above claims. Also refer Note 18.1.

(ii) The amounts shown above represent the best possible estimates arrived at on the basis of the available information. The uncertainties and possible reimbursement are dependent on the outcome of the various legal proceedings which have been initiated by the Company or the Claimants, as the case may be and, therefore, cannot be predicted accurately.

7. Employee Benefits

7.1 Defined Contribution plans

(a) The Company makes Provident and Pension Fund contributions, which is a defined contribution plan, for qualifying employees. Additionally, the Company also provides, for covered employees, health insurance through the Employes State Insurance scheme. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

7.2 Defined benefit plans

The Company operates a gratuity plan covering qualifying employees. The benefit payable is calculated as per the Payment of Gratuity Act, 1972 and the benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the group gratuity scheme administered by the Life Insurance Corporation of India.

In respect of the plan, the most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as at March 31, 2018 by Mr. Srinivasan Naga Subramanian, Fellow of the Institute of Actuaries of India. The present value of the defined benefit obligation, and the related current service cost and paid service cost, were measured using the projected unit cost credit method.

(i) The current service cost and interest expense for the year are included in Note 27 - “Employee Benefit Expenses” in the statement of profit & loss under the line item “Contribution to Provident and Other Funds”

(ii) The remeasurement of the net defined benefit liability is included in other comprehensive income.

(i) The plan assets comprise insurer managed funds. None of the assets carry a quoted market price in active market or represent the entity''s own transferable financial instruments or property occupied by the entity.

(f) The Actual return on plan asset for the year ended 31 March 2018 was Rs.9.70 lakhs (For the year ended - 31 March 2017: Rs.8.86 lakhs).

(g) Actuarial assumptions Investment Risk:

The present value of defined benefit plan liability is calculated using a discount rate which is determined by reference to the prevailing market yields of Indian government securities as at the balance sheet date for the estimated term of the obligations.

Interest Risk:

A decrease in the yield of Indian government securities will increase the plan liability.

Longevity Risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortaility of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary Risk:

The present value of the defined benefit plan liability is calculated by reference to the future salaries. In particular, there is a risk for the Company that any adverse salary growth can result in an increase in cost of providing these benefits to employees in future.

1. The discount rate is based on the prevailing market yields of Indian Government securities as at balance sheet date for the estimated term of the obligation.

2. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

3. In order to protect the capital and optimize returns within acceptable risk parameters, the plan assets are maintained with an insurer managed fund (maintained by the Life Insurance Corporation (“LIC”) and is well diversed.

Sensitivity Analysis

The benefit obligation results of such a scheme are particularly sensitive to discount rate, longevity risk, salary growth and employee attrition, if the plan provision do provide for such increases on commencement of pension.

These sensitivities have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the accounting date. The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore in presenting the above sensitivity analysis the present value of defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

There is no change in the methods and assumptions used in preparing the sensitivity analysis from the prior years.

(h) Asset Liability Matching Strategies

The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company, as part of the policy rules, makes payment of all gratuity liability occurring during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in a increase in liability without corresponding increase in the asset).

(i) Effect of Plan on Entity’s Future Cash Flows

A) Funding Arrangements and Funding Policy

The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance Company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by the Company.

B) The Company expects to make a contribution of '' 45 lakhs during the next financial year.

C) The weighted average duration of the benefit obligation at March 31, 2018 is 3.05 years (as at March 31, 2017 is 3.05 years).

(i) The Company accounts for costs incurred by / on behalf of the Related Parties based on the actual invoices / debit notes raised and accruals as confirmed by such related parties. The Related Parties have confirmed to the Management that as at 31 March 2018 and 31 March 2017, there are no further amounts payable to / receivable from them, other than as disclosed above. The Company incurs certain costs on behalf of other companies in the group. These costs have been allocated/recovered from the group companies on a basis mutually agreed to with the group companies.

(ii) Dr. Agarwal''s Health Care Limited has provided Corporate Guarantees amounting to Rs.2,714 lakhs to SBI for the loans taken by the Company. Further, 1,350,000 Equity Shares held by Dr. Agarwal''s Health Care Limited in the Company has been pledged as one of the collateral securities with SBI, for the loans taken by the Company to the extent of Rs.2,714 lakhs.

(iii) The Company has provided comfort letter to HDFC Bank in respect of the Equipment Loans and Cash Credit facility availed by the Dr. Agarwal''s Health Care Limited, the Holding Company.

(v) Represents transactions carried out with Senses Pharmaceuticals Limited through its dealer.

Notes:

(i) Excludes gratuity and compensated absences which cannot be separately identifiable from the composite amount advised by the actuary.

(ii) Also Refer Note 17(i) and Note20(ii).

(iii) The remuneration payable to key management personnel is determined by the nomination and remuneration committee having regard to the performance of individuals and market trends.

(iv) There were no balances outstanding to be paid / recevied as at the year end.

(i) The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. There have been no instances of amounts due to or due from related parties that have been written back or written off or otherwise provided for during the year.

8. Segment Reporting

The Company is engaged in providing eye care and related services provided from its hospitals which are located in India. Based on the “management approach” as defined in Ind-AS 108 - Operating Segments, the Chief Operating Decision Marker (CODM) evaluates the Company''s performance and allocates resources based on an analysis of various performance indicators by the overall business segment, i.e. Eye care related sales and services.

As the allocation of resources and profitability of the business is evaluated by the CODM on an overall basis, with evaluation into individual categories to understand the reasons for variations, no separate segments have been identified. Accordingly no additional disclosure has been made for the segmental revenue, segmental results and the segmental assets & liabilities.”

9. Operating Lease

The Company has entered into operating lease agreements primarily for Hospital premises. An amount of Rs.1,717.98 lakhs (Previous Year - Rs.1,644.09 lakhs) has been debited to the Statement of Profit and Loss towards lease rentals and other charges for the current year. The leases are non - cancellable for periods of 3 to 12 years and may be renewed based on mutual agreement of the parties.

10. Financial Instruments

10.1 Capital Management

The Company manages capital risk in order to maximize shareholders'' profit by maintaining sound/optimal capital structure. For the purpose of the Company''s capital management, capital includes equity share Capital and Other Equity and Debt includes Borrowings and Other Financial Liabilities net of Cash and bank balances. The Company monitors capital on the basis of the following gearing ratio. There is no change in the overall capital risk management strategy of the Company compared to last year.

The management assessed that fair value of cash and cash equivalents, trade receivables, loans, borrowings, trade payables and other current financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair value/amortized cost

1) Long-term fixed-rate receivables/borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, individual losses and creditworthiness of the receivables

2) The fair value of unquoted instruments, loans from banks and other financial liabilities, as well as other non-current financial liabilities are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. In addition to being sensitive to a reasonably possible change in the forecast cash flows or discount rate, the fair value of the unquoted instruments is also sensitive to a reasonably possible change in the growth rates. The valuation requires management to use unobservable inputs in the model, of which the significant unobservable inputs are disclosed in the tables below. Management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.

3) Fair values of the Company''s interest-bearing borrowings and loans are determined by using DCF method using discount rate that reflects the issuer''s borrowing rate as at the end of the reporting period. The own non-performance risk as at March 31, 2018 was assessed to be insignificant.

Fair Value Hierarchy

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

There were no items of financial assets or financial liabilities which were valued at fair value as of 31 March 2018, 31 March 2017 and 1 April 2016.

10.2 Financial Risk Management Framework

The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company manages financial risk relating to the operations through internal risk reports which analyse exposure by degree and magnitude of risk.

The Company''s activities expose it to a variety of financial risks: liquidity risk, credit risk and market risk (including interest rate risk and other price risk). The Company''s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company''s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company''s risk assessment and management policies and processes.

(a) Liquidity Risk Management :

Liquidity risk refers to the risk that the Company cannot meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company''s reputation. The Company maintains adequate reserves and banking facilities, and continuously monitors the forecast and actual cash flows by matching maturing profiles of financial assets and financial liabilities in accordance with the approved risk management policy of the Company periodically. The Company believes that the working capital (including banking limits not utilised) and its cash and cash equivalent are sufficient to meet its short and medium term requirements.

Liquidity and Interest Risk Tables :

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables include both interest and principal cash flows.

To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.

(b) Credit Risk:

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, cash and cash equivalents, bank deposits and other financial assets. None of the other financial instruments of the Company result in material concentration of credit risk. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit.

The carrying amount of the financial assets recorded in these financial statements, grossed up for any allowance for losses, represents the maximum exposures to credit risk.

Trade receivables: The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and credit history, also has an influence on credit risk assessment. Refer Note 12 and Note 23 for the details in respect of revenue and receivable from top customers.

Credit risk on current investments, cash & cash equivalent and derivatives is limited as the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in fixed deposits.

(c) Market Risk :

Market risk is the risk of loss of any future earnings, in realizable fair values or in future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short-term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk and the market value of its investments. Thus, the Company''s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.

(c.1) Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s debt obligations with floating interest rates.

The Company’s management monitors the interest fluctuations, if any, and accordingly, take necessary steps to mitigate any interest rate risk.

(c.2) Foreign Currency Risk Management :

The Company undertakes transactions denominated in foreign currencies and consequently, exposures to exchange rate fluctuations arises. The Company has not entered into any derivate contracts during the year ended 31 March 2018 and there are no outstanding contracts as at 31 March 2017.

Foreign Currency sensitivity analysis:

The following table details the Company''s sensitivity to a 5% increase and decrease in INR against the relevant foreign currencies. 5% is the rate used in order to determine the sensitivity analysis considering the past trends and expectation of the management for changes in the foreign currency exchange rate. The sensitivity analysis includes the outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit/decrease in loss and increase in equity where the INR strengthens 5% against the relevant currency. For a 5% weakening of the INR against the relevant currency, there would be a comparable impact on the profit or loss and equity and balance below would be negative.

This is mainly attributable to the exposure of receivable and payable outstanding in the above mentioned currencies to the Company at the end of the reporting period.

10.3 Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)

The Management considers that the carrying amount of financial assets and financial liabilities recognized in the financial statements approximate their fair values.

10.4 Offsetting of financial assets and financial liabilities

The Company has not offset financial assets and financial liabilities.

11. First-time adoption - mandatory exceptions, optional exemptions and reconciliations

These financial statements, as at and for the year ended 31 March 2018, have been prepared in accordance with Ind AS. For the purpose of transition to Ind AS, the Company has followed the guidance prescribed in Ind AS 101 - First Time adoption of Indian Accounting Standard, with 1 April 2016 as the transition date and IGAAP as the previous GAAP.

The transition to Ind AS has resulted in changes in the presentation of the financial statements, disclosures in the notes there to and accounting policies and principles. The accounting policies set out in Note 3 have been applied in preparing the financial statements for the year ended 31 March 2018 and the comparative information. An explanation of how the transition from previous GAAP to Ind AS has affected the Company''s Balance Sheet, Statement of Profit and Loss and cash flow, Optional exemptions and certain exceptions on first time adoption of Ind AS availed in accordance with Ind AS 101 have been set out below:

11.1 Mandatory Exceptions and Optional Exemptions

(a) Deemed Cost for Property, plant and equipment and intangible assets

The Company has elected to continue with the carrying value of all of its property, plant and equipment and intangible assets recognized as at 1 April 2016 (transition date) measured as per the previous Indian GAAP (‘I GAAAP'') and use that carrying value as its deemed cost as of the transition date.

(b) Classification and measurement of financial assets

The company has opted not to apply EIR principles retrospectively and thus opted to consider the carrying cost of financial asset as its amortised cost as at transition date.

Key Sources of estimation uncertainty

The estimates at 1 April 2016 and at 31 March 2017 are consistent with those made for the same dates in accordance with previous GAAP (after adjustments to reflect any differences in accounting policies). The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at 1 April 2016, the date of transition to Ind AS and as of 31 March 2017.

(a) Under previous GAAP, there was no concept of other comprehensive income. Under Ind AS, specified items of income, expense, gains or losses are required to be presented in other comprehensive income.

(b) Under previous GAAP, dividends on equity shares recommended by the board of directors after the end of reporting period but before the financial statements were approved for issue were recognised in the financial statements as a liability. Under Ind AS, such dividends are recognised when declared by the members in annual general meeting. Effect of this change is increase in total equity by Rs.45.25 lakhs as at 1 April 2016 (Rs. NIL as at 31 March 2017), decrease in Provisions - Current by Rs.45.25 lakhs as at 1 April 2016 (Rs. NIL as at 31 March 2017).

(c) Under previous GAAP, actuarial gains and losses were recognised in profit and loss. Under Ind AS, the actuarial gains and losses form part of remeasurement of net defined liability/asset which is recognised in other comprehensive income. Consequently, the tax effect of the same has also been recognised in other comprehensive income. The actuarial loss for the year ended 31 March 2017 was Rs.40.75 lakhs and tax effect was Rs.14.10 lakhs and deferred tax liabilities reduced by Rs.14.10 lakhs as at 31 March 2017.

(d) Under previous GAAP, security deposits are carried at cost. Under Ind AS, these are carried at amortized cost. The effect of this change is decrease in financial assets by Rs.257.75 lakhs as at 31 March 2017 (decrease by Rs.310.06 lakhs as at 1 April 2016) and increase in other current assets by Rs.216.94 lakhs as at 31 March 2017 (increase by Rs.267.67 lakhs as at 1 April 2016) and decrease in total equity by Rs.42.39 lakhs as at 31 March 2016. There had been increase in other income by Rs.52.30 lakhs and other expenses by Rs.50.73 lakhs for the year ended 31 March 2017 and consequently decrease in deferred tax liabilities by Rs.214.20 lakhs as at 31 March 2017 (Rs. NIL as at 1 April 2016).

(e) Under previous GAAP, Borrowing cost and processing fees related to loans and financial liabilities were charged off to the statement of profit and loss. Under Ind AS, the Company needs to measure the borrowings at fair value using Effective interest rate (EIR) also considering the Upfront fees and Processing fees paid and any interest free loan at the time of obtaining the borrowings. The net effect of change is decrease in borrowings under non current liabilities by Rs.17.55 lakhs as at 31 March 2017 (decrease by Rs.24.11 lakhs as at 1 April 2016) and increase in total equity by Rs.17.55 lakhs as at 31 March 2017 (Rs. 24.11 lakhs as at 1 April 2016). There had been increase in finance cost by Rs.6.56 lakhs and decrease in deferred tax liabilities by Rs.6.11 lakhs as at 31 March 2017 (increase by Rs.8.39 lakhs as at 1 April 2016).

(f) Under previous GAAP, the Company made provision for doubtful debts for Trade Receivables based on the ageing analysis and individual debtor assessment of recoverability. Under IND AS the impairment model of financial asset is based on Expected Credit Loss model. Accordingly, the Company has provided loss allowance based on Expected credit loss and as a result trade receivables has decreased by Rs.66.97 lakhs as at 31 March 2017 (decreased by Rs.148.37 lakhs as at 1 April 2016). Retained earnings under other Equity decreased by Rs.148.37 lakhs as at 1 April 2016. Consequently, allowance for expected credit losses under other expenses decreased by Rs.81.40 lakhs for the year ended 31 March 2017.

(g) Under previous GAAP the deferred tax was accounted based on timing differences impacting the Statement of Profit and Loss for the period. Deferred tax under Ind AS has been recognised for temporary differences between tax base and the book base of the relevant assets and liabilities. As a result thereof, the deferred tax asset has increased by Rs.31.22 lakhs as at 31 March 2017 (increased by Rs.57.67 lakhs as at 1 April 2016).

(h) The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

12. Previous Year’s Figures

As stated in Note 3.1, the Company has adopted Indian Accounting Standards with effect from 1 April 2017 with date of transition to Ind AS being 1 April 2016. Accordingly, previous year figures in the financial statements have been restated to Ind AS. Further, previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

13. Approval of Financial Statements

The Board of Directors of the Company has reviewed the realisable value of all the current assets and has confirmed that the value of such assets in the ordinary course of business will not be less that the value at which these are recognized in the financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements in its meeting held on 28 May 2018.

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Mar 31, 2017

1 CORPORATE INFORMATION

Dr. Agarwal’s Eye Hospital Limited (‘the Company’) was incorporated on April 22, 1994 and is primarily engaged in providing eye care and related services. As at March 31, 2017, the Company is operating in 23 locations in India. Dr. Agarwal’s Health Care Limited is the holding Company as at March 31, 2017.

2. SHARE CAPITAL

(Refer Notes (i) to (iv) below)

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period :

(ii) Terms / rights attached to Equity Shares :

The Company has only one class of equity shares having a par value of Rs.10. Each holder is entitled to one vote per equity share. Dividends are paid in Indian Rupees. Dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders at the Annual General Meeting except in case of interim dividend. Repayment of capital will be in accordance with the terms of the Articles of Association and in proportion to the number of equity shares held.

The Board of Directors, at their meeting held on May 23, 2017, have proposed a final dividend of Rs.1.50 per equity share, aggregating to Rs.70.50 lakhs, for the year ended March 31, 2017. The dividend proposed by the Board of Directors is subject to the approval of shareholders at the ensuing Annual General Meeting.

(iii) Shares held by Dr. Agarwal’s Health Care Limited (Holding Company)

(i) During the year ended March 31, 2015, pursuant to the transition provisions prescribed in Schedule II to the Companies Act, 2013, the Company had fully depreciated the carrying value of assets, net of residual value, where the remaining useful life of the asset was determined to be Nil as on April 1, 2014, and had adjusted an amount of Rs.23.69 lakhs against the Surplus balance in the Statement of Profit and Loss under Reserves and Surplus. Further, during the previous year ended March 31, 2016, the Company had adjusted the deferred tax amount of Rs.7.69 lakhs arising on account of the above depreciation as a prior period adjustment to Surplus balance in the Statement of Profit and Loss under Reserves and Surplus.

Notes:

(i) The details of Security provided against the Term Loans are as follows:

- Extension of first charge on the entire Property, Plant and Equipment of the Company and first charge on the assets to be created out of the Term Loan.

- Extension of equitable mortagage on a property owned by Orbit International. - Extension of first charge on the entire Fixed assets of the company and first charge on the assets to be created out of the Term Loan.

- Pledge of 1,350,000 Shares of the Company held by Dr. Agarwal’s Health Care Limited. - Corporate Guarantee provided by Dr. Agarwal’s Health Care Limited and Orbit International.

- Personal Guarantees of Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr. Ashar Agarwal, Dr. Ashwin Agarwal, being the promoter and relatives of the promoter.

(ii) The loans are secured by hypothecation of respective vehicles financed by the Banks.

(iii) The loans are secured by hypothecation of surgical equipments.

(ii) The Cash credit facility availed by the Company as at March 31, 2017 is secured by the following:

- Hypothecation of all the current assets of the Company.

- Extension of equitable mortagage on a property owned by Orbit International.

- Pledge of 1,350,000 shares of the Company held by Dr. Agarwal’s Health Care Limited.

- Corporate Guarantee provided by Dr. Agarwal’s Health Care Limited and Orbit International.

- Personal Guarantees of Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr. Ashar Agarwal, Dr. Ashwin Agarwal, being the promoter and relatives of the promoter.

3. Capital Commitments

(a) (i) The estimated amount of contracts remaining to be executed on Capital Account, net of advances and not provided for is Rs.17.96 lakhs (Previous Year Rs.Nil).

(ii) Other commitments - Rs.Nil (Previous Year Rs.Nil)

4. Provision for Contingencies

The Company is carrying a provision for contingencies towards various claims against the Company not acknowledged as debts (Refer Note 30). The details are as follows:

Note:

Whilst the provision as at March 31, 2017 is considered as short term in nature, the actual outflow with regard to said matters depends on the exhaustion of remedies available under the law based on various developments. No recoveries are expected against the provision.

5. Foreign Currency Transactions

(a) Earnings in Foreign Currency (on Accrual Basis) - Rs.6.53 lakhs (Previous Year - Rs.Nil lakhs).

(b) Expenditure in Foreign Currency (on Accrual Basis):

6. Un-Hedged Foreign Currency Exposures as at the Balance Sheet date

The Company does not use any derivative instruments to hedge its foreign currency exposures. Details of unhedged foreign currency exposure are given below:

7. Corporate Social Responsibility

During the year, the Company incurred an aggregate amount of Rs.5.70 lakhs towards corporate social responsibility in compliance of Section 135 of the Companies Act 2013 read with relevant schedule and rules made thereunder. The details of the CSR spend are given below:

(i) Gross amount required to be spent by the Company during the year: Rs.5.70 Lakhs

(ii) Amount spent by the Company during the year on:

8. Employee Benefits

(a) The Company makes Provident Fund and Pension Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs.124.76 lakhs (Previous Year - Rs.121.81 lakhs) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(b) Compensated Absences

The Key Assumptions used in the computation of provision for long term compensated absences are as given below:

Gratuity

The Company has a funded gratuity scheme for covering its gratuity obligation. The gratuity liability has been recognised based on the actuarial valuation done as at the year end using the Projected Unit Credit method as given below:

Notes:

(i) The expected return on plan assets is as furnished by Life Insurance Corporation of India (LIC). The actual return on plan assets as furnished by LIC is Rs.13.42 lakhs.

(ii) The entire Plan Assets are managed by LIC, the Insurer. The details with respect to the composition of investments in the fair value of Plan Assets have not been disclosed in the absence of the necessary information.

(iii) The estimate of future salary increase takes into account inflation, seniority, promotion and other relevant factors.

(iv) Discount rate is based on the prevailing market yields of Indian Government Bonds as at the Balance Sheet date for the estimated term of the obligation.

(v) The expected contribution to be made in the next financial year is Rs.48.41 lakhs.

(vi) Experience Adjustments*

9. Segment Reporting

The Company is primarily engaged in the business of providing “Eye Care related sales and services”. All the activities of the Company revolve around the main business. As such there are no separate reportable segments as per AS-17 “Segmental Reporting”. Further, the Company does not have any separate geographic segment other than India. Accordingly, the figures appearing in these financial statements relate to “Eye Care related sales and services” segment.

10. Operating Lease

The Company has entered into non-cancellable operating lease agreements primarily for Hospitals and related retail outlets for Pharmacy and Optical sales. The lease period ranges for a period of 3 to 12 years. An amount of Rs.1,593.36 lakhs (Previous Year - Rs.1,456.96 lakhs) has been debited to the Statement of Profit and Loss towards lease rentals and other charges for the current year.

11. Disclosure of Specified Bank Notes (SBNs)

The disclosure in respect of the Ministry of Corporate Affairs’ notification dated March 30, 2017 with regard to Specified Bank Notes (SBNs) is as under:

12. Previous Year’s Figures

Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

13. Approval of Financial Statements

The Board of Directors of the Company has reviewed the realisable value of all the current assets and has confirmed that the value of such assets in the ordinary course of business will not be less that the value at which these are recognized in the financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements in its meeting held on May 23, 2017.

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Mar 31, 2016

(ii) Terms / rights attached to Equity Shares :

The Company has only one class of equity shares having a par value of Rs. 10. Each holder is entitled to one vote per equity share. Dividends are paid in Indian Rupees. Dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders at the Annual General Meeting except in case of interim dividend. Repayment of capital will be in accordance with the terms of the Articles of Association and in proportion to the number of equity shares held.

During the year ended March 31, 2016, the amount of dividend recognized as distributions to equity shareholders is Rs. 0.80 per equity share (Previous Year Rs. 1.20 per equity share).

(i) During the previous year ended March 31, 2015, pursuant to the transition provisions prescribed in Schedule II to the Companies Act, 2013, the Company had fully depreciated the carrying value of assets, net of residual value, where the remaining useful life of the asset was determined to be Nil as on April 1, 2014, and had adjusted an amount of Rs. 23.69 lakhs against the Surplus balance in the Statement of Profit and Loss under Reserves and Surplus. Further, during the current year, the Company has adjusted the deferred tax amount of Rs. 7.69 lakhs arising on account of the above depreciation as a prior period adjustment to Surplus balance in the Statement of Profit and Loss under Reserves and Surplus.

(ii) Dividend is proposed to be distributed out of the profits available including the balance brought forward as at April 1, 2015.

Notes:

(i) The details of Security provided against the Term Loans are as follows:

- Extension of first charge on the entire Fixed assets of the Company and first charge on the assets to be created out of the Term Loan.

- Extension of equitable mortagage on a property owned by Orbit International.

- Pledge of 1,350,000 Shares of the Company held by Dr. Agarwal''s Health Care Limited.

- Corporate Guarantee provided by Dr. Agarwal''s Health Care Limited and Orbit International.

- Personal Guarantees of Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr. Ashar Agarwal, Dr. Ashwin Agarwal, being the promoter and relatives of the promoter.

(ii) The loans are secured by hypothecation of respective vehicles financed by the Banks.

(iii) The loans are secured by hypothecation of surgical equipments.

(ii) The Cash credit facility availed by the Company as at March 31, 2016 is secured by the following:

- Hypothecation of all the current assets of the Company.

- Extension of equitable mortagage on a property owned by Orbit International.

- Pledge of 1,350,000 shares of the Company held by Dr. Agarwal''s Health Care Limited.

- Corporate Guarantee provided by Dr. Agarwal''s Health Care Limited and Orbit International.

- Personal Guarantees of Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr. Ashar Agarwal, Dr. Ashwin Agarwal, being the promoter and relatives of the promoter.

(iii) Represents management consultancy income earned by the Company on rendering various consultancy services such as human resources, technical know-how, guidance in respect of procurements of machineries / consumables, development of Standard Operating Procedures and protocols, access to key employees, other administrative, Commercial and IT support, etc. provided to Dr. Agarwal''s Health Care Limited, the holding company, by the Company in accordance with the agreement. Refer Note 38(b).

*Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management.

1. Capital Commitments

(a) (i) The estimated amount of contracts remaining to be executed on Capital Account, net of advances and not provided for is Rs. Nil (Previous Year Rs.211 Lakhs).

(ii) Other commitments - Rs. Nil (Previous Year Rs. Nil)

(i) Based on Professional Advice / Management''s assessment of all the above claims, the Company expects a favourable decision in respect of the above claims and hence no specific provision has been considered for the above claims. However, a general provision for Rs.9.62 lakhs has been made towards “Provision for Contingencies”. Refer Note 29.

(ii) The amounts shown above represent the best possible estimates arrived at on the basis of the available information. The uncertainties and possible reimbursement are dependent on the outcome of the various legal proceedings which have been initiated by the Company or the Claimants, as the case may be and, therefore, cannot be predicted accurately.

2. Foreign Currency Transactions

(a) Earnings in Foreign Currency (on Accrual Basis) - Rs. Nil (Previous Year - Rs. Nil lakhs).

3. The Company has incurred Rs. Nil (Previous Year - Rs.160 lakhs) as contribution towards Scientific Research-Eye Rep&rch Centre.

4. Corporate Social Responsibility

During the year, the Company incurred an aggregate amount of Rs.lakhs towards corporate social responsibility in compliance of Section 135 of the Companies Act 2013 read with relevant schedule and rules made there under. The details of the CSR spend are given below:

(i) Gross amount required to be spent by the Company during the year: Rs.9 Lakhs

5. Employee Benefits

(a) The Company makes Provident Fund and Pension Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognized Rs.121.81 lakhs (Previous Year - Rs.90.41 lakhs) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(i) The expected return on plan assets is as furnished by Life Insurance Corporation of India (LIC). The actual return on plan assets as furnished by LIC is Rs.13.56 lakhs.

(ii) The entire Plan Assets are managed by LIC, the Insurer. The details with respect to the composition of investments in the fair value of Plan Assets have not been disclosed in the absence of the necessary information.

(iii) The estimate of future salary increase takes into account inflation, seniority, promotion and other relevant factors.

(iv) Discount rate is based on the prevailing market yields of Indian Government Bonds as at the Balance Sheet date for the estimated term of the obligation.

(v) The expected contribution to be made in the next financial year is Rs.27.22 lakhs.

(vi) Experience Adjustments*

*Experience adjustments related to prior years have been disclosed based on the information to the extent available.

6. Segment Reporting

The Company has identified business segment as its primary segment and geographic segment as its secondary segment. Effective July 1, 2015, consequent to the change in the business oversight monitoring, the Management''s assessment of risks and rewards from the business operations has changed during the current year. The Management has brought all its operations under the single umbrella of “Eye Care related Sales and Services” and looks at the entire business as a single segment. Accordingly, the amounts appearing in the financial statements relate to this single primary business segment of “Eye Care related sales and services”.

(i) The Company accounts for costs incurred by / on behalf of the Related Parties based on the actual invoices / debit notes raised and accruals as confirmed by such related parties. The Related Parties have confirmed to the Management that as at March 31, 2016 and March 31, 2015, there are no further amounts payable to / receivable from them, other than as disclosed above. The Company incurs certain costs on behalf of other companies in the group. These costs have been allocated / recovered from the group companies on a basis mutually agreed to with the group companies.

(ii) Dr. Agarwal''s Health Care Limited has provided Corporate Guarantees amounting to Rs.3,555 lakhs to SBI for the loans taken by the Company. Further, 1,350,000 Equity Shares held by Dr. Agarwal''s Health Care Limited in the Company has been pledged as one of the collateral securities with SBI, for the loans taken by the Company to the extent of Rs.3,555 lakhs.

(iii) The Company has provided comfort letter to HDFC Bank in respect of the Equipment Loans and Cash Credit facility availed by the Dr. Agarwal''s Health Care Limited, the Holding Company.

(iv) Represents remuneration of Rs.3 lakhs per month, all inclusive by way of salary, allowances and perquisites paid to the Key Managerial Personnel, who has been appointed as the whole time director of the Company.

(v) Also Refer Note 5(i) and Note 7(ii).

7. Operating Lease

The Company has entered in to non-cancellable operating lease agreements primarily for Hospitals and related retail outlets for Pharmacy and Optical sales. The lease period ranges for a period of 3 to 12 years. An amount of Rs.1,605.58 lakhs (Previous Year Rs.1,459.33 lakhs) has been debited to the Statement of Profit and Loss towards lease rentals and other charges for the current year.

8. Previous Year’s Figures

Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

9. Approval of Financial Statements

The Board of Directors of the Company has reviewed the realizable value of all the current assets and has confirmed that the value of such assets in the ordinary course of business will not be less that the value at which these are recognized in the financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements in its meeting held on May 19, 2016.

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Mar 31, 2015

1) Corporate Information:

Dr. Agarwal's Eye Hospital Limited ('the Company') was incorporated on April 22, 1994 under the provisions of Companies Act, 1956. The Company is primarily engaged in running, owning and managing eye care hospitals, Opticals, Pharmacy along with various other objectives like rendering hospital services in all branches of medical sciences both in India, carrying out medical research activities, etc. As at March 31, 2015, the Company is operating with 21 branches and one main hospital in India.

As on March 31, 2015, Dr.Agarwal's Health Care Limited is holding 71.75% of the Company's Equity share capital and has the ability to control its operating and financial policies.

2. Earnings in Foreign currency towards Consultancy Services during the year amounts to Rs.140.82 Lacs (P.Y. Rs.23.36 Lacs)

3. The information required to be disclosed under the Micro, Small and Medium Enterprises Development (MSMED) Act 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. There has been no overdues to parties on account of principal amount and / or interest and accordingly no additional disclosures have been made.

4. Deferred Tax Asset has been recognized for the current year for Rs.48.59 Lacs and pertaining to prior years for Rs. 215.28 Lacs as there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. .

5. Impairment of Assets

As per the assessment conducted by the Company as at March 31,2015, there are no indications that the relevant assets have suffered an impairment loss. (P.Y. Rs.1.94 Lacs)

6. The CIF value of Import of Equipment during the year is Rs.299.00 Lacs. (P.Y. Rs.Nil)

7. Disclosure in respect of Leases pursuant to Accounting Standard (AS 19) "Leases":

The Company has taken various commercial premises under cancellable operating leases. These lease agreements are normally renewed on expiry. The Lease rental expense incurred in respect of operating leases is Rs.1,459.33 lacs. (P.Y. Rs.1,378.82 lacs)

8. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for net of advances is Rs.211.00 Lacs. (P.Y. Rs.57.88 Lacs)

9. The Company has incurred Rs.160.00 Lacs as contribution towards Scientific Research of Eye Research Centre during the year (P.Y. Rs.240.08 Lacs)

10. Employee Benefits

a) The Company makes Provident Fund and Pension Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognized Rs.90.41 Lacs (Previous Year - Rs.88.18 Lacs) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

Notes:

1) The expected return on plan assets is as furnished by Life Insurance Corporation of India (LIC).

2) The entire Plan Assets are managed by LIC, the Insurer. The details with respect to the composition of investments in the fair value of Plan Assets have not been disclosed in the absence of the necessary information.

3) The estimate of future salary increase takes into account inflation, seniority, promotion and other relevant factors.

4) Discount rate is based on the prevailing market yields of Indian Government Bonds as at the Balance Sheet date for the estimated term of the obligation.

11. Related Party Disclosures

A) Related parties and their relationship

1. Holding Company

- Dr.Agarwal's Health Care Limited.

2. Enterprises in which Individuals referred below in 3 have significant influence

- Orbit International

- Orbit Health Care Services Limited, Mauritius

- Dr.Agarwal's Eye Institute

3. Key Management Personnel

- Dr.Amar Agarwal - Chairman and Managing Director

- Dr.Athiya Agarwal - Director

- Dr.Adil Agarwal - Director

- Dr.Anosh Agarwal - Director

- Mr. S. Ramanujam - Company Secretary

- Mr. R. Sabesan - Chief Financial Officer

- Related Party relationships are as identified by the Management and relied upon by the Auditors.

12. Un-Hedged Foreign Currency Exposure as at the Balance Sheet date

The Company does not use any derivative instruments to hedge its foreign currency exposures. Further, the Company has unhedged foreign currency receivable exposure of Rs.77.31 Lacs as at March 31, 2015. (Rs.53.98 Lacs as at March 31,2014)

13. Previous year figures have been recast / restated to conform to the classification of the current year.

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Mar 31, 2014

1) Corporate Information:

Dr. Agarwal''s Eye Hospital Limited (''the Company'') was incorporated on April 22, 1994 under the provisions of Companies Act, 1956. The Company is primarily engaged in running, owning and managing eye care hospitals, Opticals, Pharmacy along with various other objectives like rendering hospitality services in all branches of medical sciences both in India and abroad, carrying out medical research activities, etc. As at March 31,2014, the Company is operating with 22 branches and one main hospital in Tamilnadu.

As on March 31, 2014, Dr.Agarwal''s Health Care Limited owned 71.75% of the Company''s Equity share capital and has the ability to control its operating and financial policies.

2. Expenditure incurred in foreign currency during the year is Rs. Nil (P.Y. Rs.14.10 Lacs).

3. Earnings in Foreign currency towards Consultancy Services and other Surgeries during the year amounts to Rs.23.36 Lacs (P.Y. Rs.178.46 Lacs)

4. The information required to be disclosed under the Micro, Small and Medium Enterprises Development Act 2006 has been determined to the extent such parties have been identified on the basis of information available with the company. There has been no overdues to parties on account of principal amount and / or interest and accordingly no additional disclosures have been made.

5. Deferred Tax Asset has not been recognized as there is no reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

6. Impairment of Assets

On a review as required by AS 28, the amount of Impairment loss charged to Profit & Loss A/c during the F.Y.2013-14 is Rs. 1.94 Lacs (P.Y. Rs. 2.38 Lacs)

7. Intangible Assets

As per AS 26, 1/10th of Goodwill amounting to Rs.23.61 Lacs has been amortized during the year. (P.Y.Rs.22.86 Lacs)

8. The CIF value of Imports during the year is Rs. Nil. (P.Y. Nil)

9. Disclosure in respect of Leases pursuant to Accounting Standard (AS 19) "Leases":

The Company has taken various commercial premises under cancellable operating leases. These lease agreements are normally renewed on expiry. The Lease rental expense incurred in respect of operating leases is Rs. 1378.82 lacs. (P.Y. Rs. 1323.60 lacs)

10. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for net of advances is Rs.57.88 Lacs. (P.Y. Rs.20.57 Lacs)

11. The Company has incurred Rs.239.68 Lacs as contribution towards Scientific Research of Eye Research Centre during the year (P.Y. Rs. 200.41Lacs)

12. The overdue Trade Receivables and Advance Recoverable from others as on 31/03/2014 amounts to Rs. 1.84 Crore and Rs.80.34 Lakhs respectively. The Company is in the process of obtaining confirmation of these dues and also taking steps for recovering the same.

13. Segment reporting made in accordance with Accounting Standard AS 17 with business as the primary segment

14. Related Party Disclosures

A) Related parties and their relationship

1. Holding Company

Dr.Agarwal''s Health Care Limited.

2. Group Companies with whom the company has transactions

Orbit International

Orbit Health Care Services Limited, Mauritius

Dr.Agarwal''s Eye Institute

Dr.Agarwal''s Opticals Limited

3. Key Management Personnel

Dr.Amar Agarwal

Dr.Athiya Agarwal

Dr.Adil Agarwal

Dr.Anosh Agarwal

* Related Party relationships are as identified by the Management and relied upon by the Auditors.

15. Contingent Liabilities (Rs. in Lacs)

Particulars As at March 31, 2014 As at March 31, 2013

Claims against the Company not acknowledged as debt Nil Nil

Income Tax demands 83.46 67.34

Indirect Tax demands 30.59 Nil

16. Un-Hedged Foreign Currency Exposure as at the Balance Sheet date

The Company does not use any derivative instruments to hedge its foreign currency exposures. Further, the Company does not have unhedged foreign currency balances as at March 31, 2014 and March 31, 2013.

17. Previous year figures have been recasted/restated to conform to the classification of the current year.

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Mar 31, 2013

1. Expenditure incurred in foreign currency towards Foreign travel, Subscription for magazines, Membership fees during the year amounts to Rs.14,09,719/- (P.Y. Rs. 4,16,735/-).

2. Earnings in Foreign currency towards Consultancy Services and other Surgeries during the year amounts to Rs. 1,78,46,233/- (P.Y. Rs. 1,48,43,470/-)

3. The CIF value of Machinery imported during the year is Rs.Nil /- (RY. Rs. 1,73,47,762/-).

4. The information required to be disclosed under the Micro, Small and Medium Enterprises Development Act 2006 has been determined to the extent such parties have been identified on the basis of information available with the company. There has been no over dues to parties on account of principal amount and / or interest and accordingly no additional disclosures have been made.

5. Deferred Tax Asset has not been recognized as there is no reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

6. Impairment of Assets

On a review as required by AS 28, the amount of Impairment loss charged to Profit & Loss A/c during the F.Y.2012 -13 is Rs.2,37,575/- (P.Y Rs. 1,91,380/-)

7. Intangible Assets

As per AS 26, 1/10th of Goodwill amounting to Rs.22,85,992/- has been amortized during the year. (P.YRs.22,83,328/-)

8. Claims against the Company not acknowledged as debt is Rs. Nil.

9. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for Net of Advances is Rs. 20,57,214/- (P.Y Rs. Nil /-)

10. The Company has incurred Rs.2,00,40,946/- as contribution towards Scientific Research of Eye Research Centre during the year (Previous Year : Rs. Nil)

11. Related Party Disclosures

A) Related parties and their relationship

1. Holding Company

- Dr.Agarwal''s Health Care Limited.

2. Group Companies with whom the Company has transactions

- Orbit International

- Dr.Agarwal''s Eye Institute

- Senses Pharmaceuticals Limited

- Dr.Agarwal''s Opticals Limited

3. Key Management Personnel 3> Dr.Amar Agarwal

- Dr. Athiya Agarwal <$> Dr. Adil Agarwal

12. Previous year figures have been recasted/restated to conform to the classification of the current year.

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Mar 31, 2012

1) Expenditure incurred in foreign currency towards Foreign travel, Subscription for magazines, Membership fees during the year amounts to Rs.4,16,735/- (P.Y. Rs. 34,81,750/-)

2) Earnings in Foreign currency towards Consultancy Services and other Surgeries during the year amounts to Rs.1,48,43,470/- (P.Y. Rs. 11,87,013/-)

3) The CIF value of Machinery imported during the year is Rs.1,73,47,762/- (P.Y. Rs.34,27,734/-).

4) Total number of Managing and Whole-time Directors is Four. Remuneration drawn for the F.Y.2011 - 12 is Rs.1,14,50,000/- (P.Y Rs.1,21,00,000/-).

5) The information required to be disclosed under the Micro, Small and Medium enterprises Development Act 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. There has been no over dues to parties on account of principal amount and / or interest and accordingly no additional disclosures have been made.

6) Deferred Tax Asset has not been recognized as there is no reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

7) Impairment of Assets

On a review as required by AS 28, the amount of Impairment loss charged to Profit & Loss A/c during the F.Y.2011 -12 is Rs. 1,91,380/- (P.Y Rs.36,02,939/-)

8) Intangible Assets

As per AS 26, 1/10th of Goodwill amounting to Rs.22,83,328/- has been amortized during the year. (P.Y.Rs.22,83,328/-)

9) Claims against the Company not acknowledged as debt is Rs. Nil

10. These financial statements have been prepared in the format prescribed by the Revised Schedule VI to the Companies Act, 1956. Previous year figures have been recasted/ restated to confirm to the classification of the current year.

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Mar 31, 2010

1. Previous year figures have been regrouped wherever necessary.

2. Expenditure incurred in foreign currency towards foreign travel, subscription for magazines, membership fees, repairs & maintenance, consumables and advertisement during the year amounts to Rs.25,71,653/ - (P.Y. Rs.34,45,200/- ).

3. The CIF value of Machineries imported during the year is Rs.1,34,22,286 /- (P.Y. Rs.1,16,54,691/-).

4. Total number of Managing and Whole-time Directors is Three.

Remuneration drawn Rs. 78,75,000/- (Minimum remuneration)

Since the remuneration is within the limits and in accordance with Schedule XIII, computation of remuneration under sec. 198 and sec 349 of Companies Act, 1956 has not been given.

5. The information required to be disclosed under the Micro, Small and Medium enterprises Development Act 2006 has been determined to the extent such parties have been identified on the basis of information available with the company. There has been no over dues to parties on account of principal amount and / or interest and accordingly no additional disclosures have been made.

6. Deferred Tax Asset has not been recognized as there is no reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

7. Impairment of Assets

During the year on a review as required by AS 28, the amount of Impairment loss charged to Profit & Loss A/c is Rs.30,13,536/- 10. Intangible Assets

As per AS 26, 1/10th of Goodwill amounting to Rs.21,85,412/- has been amortized during the year.

8. Due to change in accounting policy, the improvements made to Leasehold Buildings during the year amounting to Rs.1,91,39,316/- has been capitalized. Till last year, such expenses were charged to Profit & Loss A/c as Interior Decoration Expenses.

9. Claims against the company not acknowledged as debt is Rs. Nil.