Notes to Accounts of GKB Ophthalmics Ltd.

Mar 31, 2025

2.10 Provisions, contingent liabilities, Contingent assets

Provisions are recognized when there is a present obligation as a result of a past event, it is probable that an outflow of
resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the
amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present

obligation at the Balance sheet date.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects,
when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognized as a finance cost.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which
will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the
control of the Company or a present obligation that arises from past events where it is either not probable that an
outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

Reimbursement by another party, expected in respect of expenditure required to settle a provision, is recognised when
it is virtually certain that reimbursement will be received if the obligation is settled.

Contingent assets are neither recognised nor disclosed.

Provisions, contingent liabilities, contingent assets are reviewed at each balance sheet date.

2.11 Employee Benefits

(a) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12
months after the end of the year in which the employees render the related service are recognized in respect of
employees’ services up to the end of the year and are measured at the amounts expected to be paid when the liabilities
are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

(b) Other long-term employee benefit obligations

(i) Defined contribution plan

Provident Fund: Contribution towards provident fund is made to the regulatory authorities, where the Company has no
further obligations. Such benefits are classified as Defined Contribution Schemes as the Company does not carry any
further obligations, apart from the contributions made on a monthly basis which are charged to the Statement of Profit
and Loss.

Employee''s State Insurance Scheme: Contribution towards employees'' state insurance scheme is made to the regulatory
authorities, where the Company has no further obligations. Such benefits are classified as Defined Contribution Schemes
as the Company does not carry any further obligations, apart from the contributions made on a monthly basis which are
charged to the Statement of Profit and Loss.

Superannuation: Contributions to the superannuation fund, which is administered by Life Insurance Corporation of India,
are charged to the Statement of Profit and Loss.

(ii) Defined benefit plans

Gratuity: The Company provides for gratuity, a defined benefit plan (the "Gratuity Plan") covering eligible employees in
accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested
employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective
employee''s salary. The Company''s liability is actuarially determined (using the Projected Unit Credit method) at the end
of each year. Actuarial losses/gains are recognized in the other comprehensive income in the year in which they arise.

Defined benefit scheme surpluses and deficits are measured at:

(i) The fair value of plan assets at the reporting date; less

(ii) Plan liabilities calculated using the projected unit credit method discounted to its present value using yields
available on government bonds that have maturity dates approximating to the terms of the liabilities and are
denominated in the same currency as the postemployment benefit obligations;

Service costs are recognised in profit or loss, and include current and past service costs as well as gains and losses on
curtailments.

Net interest expense (income) is recognised in profit or loss, and is calculated by applying the discount rate used to
measure the defined benefit obligation (asset) at the beginning of the annual period to the balance of the net defined
benefit obligation (asset), considering the effects of contributions and benefit payments during the period.

Actuarial losses/gains are recognized in the other comprehensive income in the year in which they arise.

(iii) Other long term employee benefit obligations

Compensated Absences:

The employees of the company are entitled to encashment of un-availed leave. The employees can carry forward a
portion of the unutilised leave and receive cash compensation at retirement or termination of employment. The
Company records an obligation for encashment of un-availed leave in the period in which the employee renders the
services, based on an actuarial valuation at the balance sheet date, carried out by an independent actuary.

2.12 Borrowing Costs

Borrowing costs that are attributable to the acquisition, construction or Production of a Qualifying asset are capitalised
as part of cost of such Asset till such time as the asset is ready for its intended use or sale.

A Qualifying Asset is an Asset that necessarily requires a substantial period of time to get ready for its intended use or
sale.

All other borrowing costs are recognised as an expense in the period in which they are incurred.

2.13 Segment accounting

The Company operates in one primary segment i.e. Ophthalmics lenses. The Company Identifies primary operating
segment based on the different risks and returns, the organisation structure, the internal reporting systems and review
by chief operating decision maker. Secondary segments are Identified on the basis of geography in which sales have been
effected.

2.14 Fair value measurement

The Company measures certain financial instruments at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption that
the transaction to sell the asset or transfer the liability takes place either:

? In the principal market for the asset or liability, or

? In the absence of a principal market, in the most advantageous market for the asset or liability accessible to the
Company.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of
unobservable inputs. The Company''s management determines the policies and procedures for fair value measurement
such as derivative instrument.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within
the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value
measurement as a whole:

? Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

? Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable

? Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable

2.15 Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.

(a) Financial assets

(i) Initial recognition and measurement

At initial recognition, financial asset is measured at its fair value plus, in the case of a financial asset not recorded at
fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

(ii) Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in following categories:

a) at amortized cost; or

b) at fair value through other comprehensive income; or

c) at fair value through profit or loss.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of
the cash flows.

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortized cost. Interest income from these financial assets is
included in finance income using the effective interest rate method (EIR).

Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and
for selling the financial assets, where the assets'' cash flows represent solely payments of principal and interest, are
measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken
through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and
losses which are recognized in Statement of Profit and Loss. When the financial asset is derecognized, the cumulative
gain or loss previously recognized in OCI is reclassified from equity to Statement of Profit and Loss and recognized in
other gains/ (losses). Interest income from these financial assets is included in other income using the effective interest
rate method.

Fair value through profit or loss (FVTPL): Assets that do not meet the criteria for amortized cost or FVOCI are measured
at fair value through profit or loss. Interest income from these financial assets is included in other income.

Equity instruments: All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which
are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS103
applies are classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to
present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an
instrument- by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument,
excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of
investment. However, the Company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the
profit and loss.

(iii) Impairment of financial assets

In accordance with Ind AS 109, Financial Instruments, the Company applies expected credit loss (ECL) model for
measurement and recognition of impairment loss on financial assets that are measured at amortized cost and FVOCI.

For recognition of impairment loss on financial assets and risk exposure, the Company determines that whether there has
been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 8-
quarters ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is
used. If in subsequent years, credit quality of the instrument improves such that there is no longer a significant increase
in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based on 8
quarters ECL.

Life time ECLs are the expected credit losses resulting from all possible default events over the expected life of a
financial instrument. The 16 quarters ECL is a portion of the lifetime ECL which results from default events that are
possible within 16 quarters after the year end.

ECL 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 entity expects to receive (i.e. all shortfalls), discounted at the original EIR. When
estimating the cash flows, an entity is required to consider all contractual terms of the financial instrument (including
prepayment, extension etc.) over the expected life of the financial instrument. However, in rare cases when the
expected life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining
contractual term of the financial instrument.

In general, it is presumed that credit risk has significantly increased since initial recognition if the payment is more than
30 days past due.

ECL impairment loss allowance (or reversal) recognized during the year is recognized as income/expense in the
statement of profit and loss. In balance sheet ECL for financial assets measured at amortized cost is presented as an
allowance, i.e. as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the
net carrying amount. Until the asset meets write off criteria, the Company does not reduce impairment allowance from
the gross carrying amount.

(iv) Derecognition of financial assets

A financial asset is derecognized only when

a) the rights to receive cash flows from the financial asset is transferred or

b) retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to
pay the cash flows to one or more recipients.

Where the financial asset is transferred then in that case financial asset is derecognized only if substantially all risks and
rewards of ownership of the financial asset is transferred. Where the entity has not transferred substantially all risks and
rewards of ownership of the financial asset, the financial asset is not derecognized.

(b) Financial liabilities

(i) Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss and at
amortized cost, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of Loans and borrowings and payables, net of
directly attributable transaction costs.

(ii) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for
trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative
financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships
as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognized in the
Statement of Profit and Loss.

Financial liabilities designated upon initial recognition at fair value through profit and loss are designated at the initial
date of recognition, and only if the criteria in Ind AS 109 are satisfied.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the
Effective Interest Rate (EIR) method. Gains and losses are recognized in Statement of Profit and Loss when the liabilities
are derecognized as well as through the EIR amortization process. Amortized cost is calculated by taking into account
any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is
included as finance costs in the Statement of Profit and Loss.

(c) Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of
an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the
original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in
the Statement of Profit and Loss as finance costs.

(d) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet if there is a legally
enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset
and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must
be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or
the counterparty.

Critical accounting judgments, estimates and assumptions

In the preparation of the financial statements, the Company makes judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are
based on historical experience and other factors that are considered to be relevant. Actual results may differ from these
estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
prospectively. Information about assumptions, judgements and estimation uncertainties that have a significant risk of resulting in
a material adjustment in the year ending March 31, 2025 are as below :

(a) Taxes

Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be
available against which the losses can be utilized. Significant management judgment is required to determine the
amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable
profits together with future tax planning strategies.

(b) Useful lives of property, plant and equipment and intangible assets

As described in the significant accounting policies, the Company reviews the estimated useful lives of property, plant
and equipment and intangible assets at the end of each reporting period. Useful lives of intangible assets is determined
on the basis of estimated benefits to be derived from use of such intangible assets. These reassessments may result in

change in the depreciation /amortisation expense in future periods.

(c) Actuarial Valuation

The determination of Company’s liability towards defined benefit obligation to employees is made through independent
actuarial valuation including determination of amounts to be recognised in the Statement of Profit and Loss and in Other
Comprehensive Income. Such valuation depend upon assumptions determined after taking into account discount rate,
salary growth rate, expected rate of return, mortality and attrition rate. Information about such valuation is provided in
notes to the financial statements.

4.1 Changes in accounting policies and disclosures

The Ministry of Corporate Affairs vide notification dated 9 September 2024 and 28 September 2024 notified the Companies (Indian
Accounting Standards) Second Amendment Rules, 2024 and Companies (Indian Accounting Standards) Third Amendment Rules,
2024, respectively, which amended/notified certain accounting standards (see below), and are effective for annual reporting
periods beginning on or after 1 April 2024:

• Insurance contracts - Ind AS 117; and

• Lease Liability in Sale and Leaseback - Amendments to Ind AS 116

• These amendments did not have any impact on the amounts recognised in current or prior period.

4.2 New standards and amendments issued but not effective:

There are no such Standards which are notified but not yet effective.

# Based on the Supreme Court Judgement dated February 28, 2019, the Company was required to reassess the components
to be included in the basic salary for the purposes of deduction of PF. However, the Company believes that there is not likely
to be material impact and hence has not provided for any additional liability as on March 31, 2025 (previous year March 31,
2024 - Rs. Nil) in the books of account.

* ''The Code on Social Security 2020 (''the Code'') relating to employee benefits, during the employment and post¬
employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India.
Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the
effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are
also not yet issued.

The Company will assessthe impact of the Code and will give appropriate impact in the financial statements in the period in
which, the Code becomes effective and the related rules to determine the financial impact are published.

Net deferred tax asset / (liabilities) (net) - -

In absence of reasonable certainty of taxable income in future years, during the year ended March 31, 2025 and in previous
year, the Company has created deferred tax asset on unabsorbed depreciation and other items to the extent of deferred tax
Liability.

Deferred tax assets of Rs. 567.63 lakhs (March 31, 2024: Rs. 446.97 lakh) have not been recognized in respect of unabsorbed
depreciation losses in the absence of reasonable certainty of generating adequate taxable profits to offset these losses.

Following is the year wise break of unabosorbed depreciation (UD) and taxable brought forward losses (BFL) on which deferred
tax assets was not recognised as at March 31, 2025

A. Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels
in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at
fair value if the carrying amount is a reasonable approximation of fair value.

B. Measurement of fair value

The fair values of the financial assets and liabilities are 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 values:

1. The fair value of other current financial assets, cash and cash equivalents, bank balances other than cash and cash
equivalents, loans and advances, trade payables, short-term borrowings and other financial liabilities approximate the
carrying amounts largely due to short-term maturities of these instruments.

2. The fair value of non-current financial assets comprising of security deposits and non-current term deposits at amortised
cost using Effective Interest Rate (EIR) are not significantly different from the carrying amount.

Fair value hierarchy

The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation
technique:

• 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
(i.e. as prices) or indirectly (i.e. derived from prices).

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

43 Financial risk management objectives and policies

The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. The
Company''s risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash
flows. The Company does not engage in trading of financial assets for speculative purposes.

(A) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises of three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk
and commodity risk. Financial instruments affected by market risk include borrowings and derivative financial
instruments.

(i) 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 does not have exposure to the risk of changes in market interest rates as the Company''s
long-term debt obligations are with fixed interest rates.

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the
Company''s operating activities (when revenue or expense is denominated in a different currency from the Company''s functional
currency). The risk is measured through monitoring the net exposure to various foreign currencies and the same is minimized to
the extent possible.

Foreign currency sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in the foreign currency rate , with all other
variables held constant, of the Company''s profit before tax (due to changes in the fair value of monetary assets and
liabilities).

(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 arises principally from the Company''s receivables from deposits with landlords and other
statutory deposits with regulatory agencies and also arises from cash held with banks and financial institutions. The maximum
exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is
to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their
financial position, past experience and other factors.

Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of
customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance
for doubtful debts and impairment that represents its estimate of credit losses in respect of trade and other receivables.

However, the credit risk arising on cash and cash equivalents is limited as the Company invest in deposits with banks and
financial institution with credit ratings and strong repayment capacity. Investment in securities primarily include investment in
liquid mutual funds units and equity shares.

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 country in which the customer operates, also has
an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and
continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of
business.

Expected credit loss assessment

The Company allocates each exposure to a credit risk grade based on a variety of data that is determined to be predictive of the
risk of loss (e.g. timeliness of payments, available press information etc.) and applying experienced credit judgement.

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred
and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given
that the macroeconomic indicators affecting customers of the Company have not undergone any substantial change, the
Company expects the historical trend of minimal credit losses to continue.

45 "Wilful Defaulter"

The company has not been declared a wilful defaulter by any bank or financial Institution or other lender.

46 Relationship with Struck off Companies under section 248 of the Companies Act, 2013 or section 560 of
Companies Act, 1956,

The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or
section 560 of Companies Act, 1956.

47 "Registration of charges or satisfaction with Registrar of Companies

The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory
period.

48 Compliance with number of layers of companies

The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the
Companies (Restriction on number of Layers) Rules, 2017.

49 Utilisation of Borrowed funds and share premium:

(i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

(a) 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

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

(ii) 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:

(a) 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

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

50 Details of Benami Property held

The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for
holding any Benami property.

51 Undisclosed income

The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or
disclosed as income during the year (previous year) in the tax assessments under the Income Tax Act, 1961 (such as, search or
survey or any other relevant provisions of the Income Tax Act, 1961).

52 The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

55 Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital, share premium and all other
equity reserves attributable to the equity holders. The primary objective of the Company''s capital management is to maximize
the shareholder value and to ensure the Company''s ability to continue as a going concern.

The Company has not distributed any dividend to its shareholders. The Company monitors gearing ratio i.e. total debt in
proportion to its overall financing structure, i.e. equity and debt. Total debt comprises of current borrowing. The Company
manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk
characteristics of the underlying assets.

Other commitments:

The Company has taken a license of 100% EoU from Development Commissioner SEEPZ SEZ for unit II. As per the Letter of
Permission dated 27th April 2021, the Company is required to achieve Net Foreign Exchange Earnings (NFE) obligation of Rs.
1,048 Lakhs during the period April 1, 2020 to March 31, 2025 . The benefit is import without BCD which is approximately
12.5% and Rs. 20 Lakhs per month. The Company has achieved Net Foreign Exchange Earnings (NFE) of INR 704.86 Lakhs for
the period April 01, 2020 to March 31, 2025.

The company has extended its EOU license upto 31st March 2026 and the company is commited to achieve the balance NFE of
INR 343.14 Lakhs during the financial year 2025-26

58 The products manufactured by the company do not have a warranty period, hence provision for warranty as specified in Indian
Accounting Standard (Ind AS) 37 on "Provisions, Contingent Liabilities and Contingent Assets" is not required to be
made.

59 During the year the Company has not capitalised any borrowing costs as per Ind AS 23 - "Borrowing costs".

60 As at March 31, 2025, the company did not have any outstanding long term derivative contracts (previous year : Nil)

61 For the year ended March 31, 2025 the company is not required to transfer any amount (previous year : Nil) to the Investor
Education & Protection Fund.

62 There were no Whistleblower complaints received during the year ended March 31, 2025 and March 31, 2024.

63 "The Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail
(edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting
software. Also, there were no instance of audit trail feature being tampered with in respect of such accounting software.
Additionally, the audit trail of prior year has been preserved by the Company as per the statutory requirements for record
retention to the extent it was enabled and recorded in the previous years.

Further, the Company has used two other accounting softwares for maintaining its books of account for processing of payroll
transactions and inventory records during the year ended March 31, 2025 which did not have a feature of recording audit trail
(edit log) facility.

64 No significant subsequent events have been observed which may require adjustments to the Standalone Financial Statements
for the year ended March 31, 2025.

65 Previous year figures have been regrouped/ reclassified to confirm to the presentation as per Ind AS as required by Schedule III
of the Act.

As per our report of even date

For M S K A & Associates For and on behalf of the Board of Directors

Chartered Accountants GKB Ophthalmics Limited

Firm Registration No.:105047W CIN : L26109GA1981PLC000469

Nitin Jumani K. G. Gupta Cedric Lobo

Partner Managing Director Director

Membership No: 111700 DIN : 00051863 DIN : 09124746

Gurudas Sawant Pooja Bicholkar

Chief Financial Officer Company Secretary

ICSI Membership No: 54716

Place : Pune Place : Mapusa, Goa Place : Mapusa, Goa

Date : May 30, 2025 Date : May 30, 2025 Date : May 30, 2025

---

Mar 31, 2024

(c) Rights, preferences and restrictions attached to equity shares

Equity Shares: The Company has only one class of equity shares having a par value of Rs 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except incase of interim dividend.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(f) No class of shares have been issued as bonus shares or for consideration other than cash by the Company during the period of five years immediately preceding the current year end.

(g) No class of shares have been bought back by the Company during the period of five years immediately preceding the current year end.

1) The term loan under Common Covid-19 Emergency Credit Line (CCECL) was repaid in full during the previous year 2022-23 amounting to Rs. 11.32 Lakhs including interest.

2) Rs. 120 Lakhs term loan under Guaranteed Emergency Credit Line (GECL) repayable in 36 equal monthly installments after a moratorium of 12 months. Balance outstanding as on March 31, 2024 Rs. 11.22 Lakhs (March 31, 2023 - Rs. 57.04 Lakhs).

The above loans are secured by means of first charge over Factory land & building, Inventories and Trade recievables and second charge on all Plant & machinery and other fixed assets.

3) Rs. 100.00 Lakhs term loan under Guaranteed Emergency Credit Line (GECL) repayable in 36 equal monthly installments after a moratorium of 24 months. Balance outstanding as on March 31, 2024 Rs. 97.98 Lakhs (Including accrued interest)(March 31, 2023 - Rs. 100.78 Lakhs).

The Company had obtained term loan from Bank during the financial year 2021-22. As per the Loan Agreement/ term sheet, the said Loan was taken for the purpose of working capital requirement. The company has used such borrowings for the purposes as stated in the loan agreement.

Footnote:

# The above facilities from banks are secured by hypothecation of the Company''s entire present and future stocks of raw materials, finished goods, work in progress, consumable stores & spares, moulds, book debts, other current assets, mortgage of leasehold land, factory building, plant & machinery, all other fixed assets of the Company and personal guarantee of Directors.

The Company has obtained term loan from Bank during the financial year 2021-22. As per the Loan Agreement/ term sheet, the said Loan was taken for the purpose of working capital requirement. The company has used such borrowings for the purposes as stated in the loan agreement.

# Based on the Supreme Court Judgement dated February 28, 2019, the Company was required to reassess the components to be included in the basic salary for the purposes of deduction of PF. However, the Company believes that there is not likely to be material impact and hence has not provided for any additional liability as on March 31, 2024 (previous year March 31, 2023 - Rs. Nil) in the books of account.

*''The Code on Social Security 2020 (‘the Code'') relating to employee benefits, during the employment and post-employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued.

The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

The Company has taken a residential apartment on operating lease. The Company also pays lease rent on the factory premises. Being short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. Accordingly, lease rent amounting to Rs. 11.71 Lakhs (March 31, 2023: Rs. 5.72 Lakhs) has been charged to the Statement of Profit and Loss.

In absence of reasonable certainty of taxable income in future years, during the year ended March 31, 2024 and in previous year, the Company has created deferred tax asset on unabsorbed depreciation and other items to the extent of deferred tax Liability. Deferred tax assets of Rs. 446.97 lakhs (March 31, 2023: Rs. 372.85 lakh) have not been recognized in respect of unabsorbed depreciation losses in the absence of reasonable certainty of generating adequate taxable profits to offset these losses.

The company has carefully examined all of its ongoing legal cases and has made appropriate provisions where necessary. The company believes that the outcome of these cases will not significantly impact its financial position. Additionally, the company does not expect any reimbursements in respect of the above contingent liabilities.

A. Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

B. Measurement of fair value

The fair values of the financial assets and liabilities are 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 values:

1. The fair value of other current financial assets, cash and cash equivalents, bank balances other than cash and cash equivalents, loans and advances, trade payables, short-term borrowings and other financial liabilities approximate the carrying amounts largely due to short-term maturities of these instruments.

2. The fair value of non-current financial assets comprising of security deposits and non-current term deposits at amortised cost using Effective Interest Rate (EIR) are not significantly different from the carrying amount.

Fair value hierarchy

The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

•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 (i.e. as prices) or indirectly (i.e. derived from prices).

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

43 Financial risk management objectives and policies

The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. The Company''s risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash flows. The Company does not engage in trading of financial assets for speculative purposes.

(A) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings and derivative financial instruments.

(i) 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 does not have exposure to the risk of changes in market interest rates as the Company’s long-term debt obligations are with fixed interest rates.

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a different currency from the Company’s functional currency). The risk is measured through monitoring the net exposure to various foreign currencies and the same is minimized to the extent possible.

Foreign currency sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in the foreign currency rate , with all other variables held constant, of the Company’s profit before tax (due to changes in the fair value of monetary assets and liabilities).

(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 arises principally from the Company’s receivables from deposits with landlords and other statutory deposits with regulatory agencies and also arises from cash held with banks and financial institutions. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.

Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of credit losses in respect of trade and other receivables.

However, the credit risk arising on cash and cash equivalents is limited as the Company invest in deposits with banks and financial institution with credit ratings and strong repayment capacity. Investment in securities primarily include investment in liquid mutual funds units and equity shares.

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 country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Expected credit loss assessment

The Company allocates each exposure to a credit risk grade based on a variety of data that is determined to be predictive of the risk of loss (e.g. timeliness of payments, available press information etc.) and applying experienced credit judgement.

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macroeconomic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue.

(C) Liquidity risk

Liquidity risk is the risk that the Company will not be able to 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.

44 REVENUE FROM OPERATIONS (a) Revenue recognised from Contracts

The company operations predominantly relates to manufacturing and trading in unfinished ophthalmics lenses made up of plastic. The Chief Operating Decision Maker (CODM) reviews the operations of the company as one operating segment. Hence no separate segment information has been furnished herewith.

45 Wilful Defaulter

The company has not been declared a wilful defaulter by any bank or financial Institution or other lender.

46 Relationship with Struck off Companies under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956,

The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

47 Registration of charges or satisfaction with Registrar of Companies

The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

48 Compliance with number of layers of companies

The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

49 Utilisation of Borrowed funds and share premium:

(i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) 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

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

(ii) 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:

(a) 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

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

50 Details of Benami Property held

The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for holding any Benami property.

51 Undisclosed income

The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (previous year) in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

52 The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

55 Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders. The primary objective of the Company''s capital management is to maximize the shareholder value and to ensure the Company''s ability to continue as a going concern.

The Company has not distributed any dividend to its shareholders. The Company monitors gearing ratio i.e. total debt in proportion to its overall financing structure, i.e. equity and debt. Total debt comprises of current borrowing. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

The Company has taken license of 100% EoU from Development Commissioner SEEPZ SEZ for unit II. As per the Letter of Permission dated 27th April 2021, the Company is required to achieve Net Foreign Exchange Earnings (NFE) obligation of Rs. 1,048 Lakhs during the period April 1, 2020 to March 31, 2025 .

The benefit is import without BCD which is approximately 12.5% and Rs. 20 Lakhs per month. The Company has achieved Net Foreign Exchange Earnings (NFE) of Rs. 388.29 Lakhs for the period April 01, 2020 to March 31, 2024. The Company has committed to achieve balance Net Foreign Exchange Earnings (NFE) of Rs. 659.71 Lakhs during the period April 01, 2024 to March 31, 2025.

58 The products manufactured by the company do not have a warranty period, hence provision for warranty as specified in Indian Accounting Standard (Ind AS) 37 on "Provisions, Contingent Liabilities and Contingent Assets" is not required to be made.

59 During the year the Company has not capitalised any borrowing costs as per Ind AS 23 - “Borrowing costs”.

61 Previous year figures have been regrouped/ reclassified to confirm to the presentation as per Ind AS as required by Schedule III of the Act.

62 No significant subsequent events have been observed which may require adjustments to the Standalone Financial Statements for the year ended March 31, 2024.

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Mar 31, 2018

1 General Information

GKB Ophthalmics Limited (the “Company”) is a public limited company domiciled in India and was incorporated on 10th December 1981 under the provisions of the Companies Act, 1956 applicable in India. Its registered and principal office of business is located at 16-A, Tivim Industrial Estate, Mapusa, Goa 403 526, India.

The company manufactures and deals in unfinished ophthalmic lenses made up of Glass and Plastic.

The financial statements of the Company for the year ended 31 March 2018 were authorised in accordance with a resolution of the directors on 30th May, 2018.

2 Significant accounting judgments, estimates and assumptions

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future years.

2.1 Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the year end date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

a) Taxes

Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

b) Defined benefit plans (gratuity benefits and leave encashment)

The cost of the defined benefit plans such as gratuity and leave encashment are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each year end.

The principal assumptions are the discount and salary growth rate. The discount rate is based upon the market yields available on government bonds at the accounting date with a term that matches that of liabilities. Salary increase rate takes into account of inflation, seniority, promotion and other relevant factors on long term basis. For details refer Note 38.

3 Standards (including amendments) issued but not yet effective

The standards and interpretations that are issued, but not yet effective up to the date of issuance of the financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.

(a) Appendix B to Ind AS 21, Foreign currency transactions and advance consideration

On 28th March, 2018, 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 1st April, 2018. The Company is currently evaluating the requirements of amendments. The Company believe that the adoption of this amendment will not have a material effect on its financial statements.

(b) Ind AS 115- Revenue from Contract with Customers

On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised 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. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

The standard permits two possible methods of transition:

(i) Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8- Accounting Policies, Changes in Accounting Estimates and Errors

(ii) Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach) The effective date for adoption of Ind AS 115 is financial periods beginning on or after 1st April, 2018.

The Company is currently evaluating the requirements of amendments. The Company believes that the adoption of this amendment will not have a material effect on its financial statements.

4 First-time adoption of Ind-AS

These financial statements are the first set of Ind AS financial statements prepared by the Company. Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for year ending on 31st March 2018, together with the comparative year data as at and for the year ended 31st March 2017, as described in the significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at 1st April 2016, being the Company’s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at 1st April 2016 and the financial statements as at and for the year ended 31st March,2017.

4.1 Exemptions availed on first time adoption of Ind AS

Ind AS 101, First-time Adoption of Indian Accounting Standards, allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has accordingly applied the following exemptions.

(a) Deemed Cost

Since there is no change in the functional currency, the Company has elected to continue with carrying value for all of its property, plant and equipment as recognized in its Indian GAAP financial statements as its deemed cost at the date of transition after making adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38, Intangible Assets and investment properties. Accordingly the management has elected to measure all of its property, plant and equipment, investment properties and intangible assets at their Indian GAAP carrying value.

(b) Estimates

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with Indian GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

(c) Derecognition of financial assets and financial liabilities

A first-time adopter should apply the derecognition requirements in Ind AS 109, Financial Instruments, prospectively to transactions occurring on or after the date of transition. Therefore, if a first-time adopter derecognized non-derivative financial assets or non-derivative financial liabilities under its Indian GAAP as a result of a transaction that occurred before the date of transition, it should not recognize those financial assets and liabilities under Ind AS (unless they qualify for recognition as a result of a later transaction or event). A first-time adopter that wants to apply the derecognition requirements in Ind AS 109,Financial Instruments, retrospectively from a date of the entity’s choosing may only do so, provided that the information needed to apply Ind AS 109,Financial Instruments, to financial assets and financial liabilities derecognized as a result of past transactions was obtained at the time of initially accounting for those transactions.

The Company has elected to apply the de-recognize provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

(d) Classification and measurement of financial assets

Ind AS 101, First-time Adoption of Indian Accounting Standards, requires an entity to assess classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

4.2 Reconciliations

The following reconciliations provides the effect of transition to Ind AS from Indian GAAP in accordance with Ind AS 101, Firsttime Adoption of Indian Accounting Standards:

(b) Other commitments

The Company is a 100% EOU registered under the SEEPZ Special Economic Zone. As per the amendment to Letter of Permission dated November 20, 2008, the Company was required to achieve export turnover of USD 35.82 million and Net Foreign Exchange Earning (NFE) of USD 3.26 million during the period April 1, 2008 to March 31, 2013. Although the Company achieved Net Foreign Exchange Earnings (NFE) as required, export turnover obligation remained unfulfilled to the extent of USD 8.03 million. By letter dated May 27, 2013, the EOU status of the Company has been further extended by a period of 5 years. However, the letter granting the extension does not make any mention of export turnover obligation. The Company is of the view that the condition of achieving export turnover no longer applies and the only requirement is that the Company should be NFE positive.

Note 5

Disclosures as required by Indian Accounting Standard (Ind AS) 19 “Employee Benefits”:

a) Defined Contribution Plans :

Contribution to Defined Contribution Plans, recognised as an expense and included under “Employee Benefits Expenses” Note 33 to the Statement of Profit and Loss are as under :

Employer’s contribution to Provident Fund and EDLI Rs 20,93,869 (31 March 2017: Rs 17,40,926)

Employer’s contribution to Family Pension Scheme Rs 19,15,896 (31 March 2017: Rs 19,29,458 )

Employer’s contribution to Employees State Insurance Scheme Rs 19,62,265 (31 March 2017: Rs 17,35,077 )

Employer’s contribution to Superannuation Fund Rs 1,68,863 (31 March 2017: Rs 1,85,316)

Employer’s contribution to Labour Welfare Fund Rs 1,05,630 (31 March 2017: Rs 1,30,495)

b) Defined Benefit Plans :

The Company’s gratuity and leave encashment plans are defined benefit plans :

General description of the defined benefit plans :

1) The Company operates a gratuity scheme, which is a funded scheme for qualifying employees, except in the case of directors where the scheme is unfunded. The scheme provides for lump sum payment to employees on retirement, death, while in employment or termination of employment or an amount equivalent to 15 days salary for every completed year of service or part thereof in six months, provided the employee has completed 5 years of service.

2) The Company operates a leave encashment scheme, which is a unfunded scheme. The present value of obligation under this scheme is based on an actuarial valuation using the Projected Unit Credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

Note 6

Disclosures as required by Indian Accounting Standard (IAS) 24 - Related Party Disclosures :

(a) Relationships:

List of related parties where control exists:

(i) Subsidiary companies

1 GKB Ophthalmics Products FZE

2 GKB Ophthalmics GmbH

(ii) Associates/ Enterprises in which directors exercise significant influence

1 Prime Lenses Pvt Ltd

2 GKB Vision Private Limited

3 Lensco-The Lens Company

4 GKB Opticals Limited

5 GKB Optic Technologies Pvt.Ltd.

6 GKB Vision FZC

(iii) Key Management Personnel

1 Mr. K.G Gupta - Managing Director

(iv) Relatives of key management personnel

1 Mrs. Veena Gupta

2 Mr. Gaurav Gupta

3 Mr. Vikram Gupta

4 Mr. K. M. Gupta (resigned w.e.f. 9th August, 2017)

(b) The following transactions were carried out with the related parties in the ordinary course of business:

Note 7

Accounting classifications and fair values

The fair value of other current financial assets, cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables, loans and advances, trade payables, short-term borrowings and other financial liabilities approximate the carrying amounts because of the short term nature of these financial instruments.

The amortized cost using effective interest rate (EIR) of non-current financial assets are not significantly different from the carrying amount.

Carrying values of non-current security deposits and non-current term deposits are not significant and therefore the impact of fair value is not considered for disclosure.

The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

- 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 (i.e. as prices) or indirectly (i.e. derived from prices).

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

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:

Note 8

Financial Risk Management

The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. The Company’s risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash flows. The Company does not engage in trading of financial assets for speculative purposes.

(A) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings.

Equity Price Risk

The company’s investment portfolio consists of investments in publicly traded companies, unquoted equity instruments carried at fair value in the balance sheet.The Company has investments in unquoted equity instruments.

(B) Credit risk

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

The company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forward-looking information such as :

(i) Actual or expected significant adverse changes in business,

(ii) Actual or expected significant changes in the operating results of the counterparty,

(iii) Financial or economic conditions that are expected to cause a significant change to the counterparty’s ability to meet its obligations,

(iv) Significant increases in credit risk on other financial instruments of the same borrower

(v) Significant changes in the value of the collateral supporting the obligationor in the quality of third-party guarantees or credit enhancements

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the company. The company categorises a loan or receivable for write off when a debtor fails to make contractual payments greater than 2 years past due. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.

Balances with banks is subject to low credit risks due to good credit ratings assigned to these banks.

The ageing analysis of the receivables (gross of provision) has been considered from the date the invoice falls due.

(C) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company’s corporate treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

Maturity profile of financial liabilities

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments.

Capital management

For the purposes of the Company’s capital management, capital includes issued capital and all other equity reserves. The primary objective of the Company’s Capital Management is to maximise shareholder value. The company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

Note 9

Disclosures as required by Indian Accounting Standard (Ind AS) 108 - Segment Reporting :

a) Operating Segment :

The Company’s operations predominantly relate to manufacturing of unfinished ophthalmic lenses made up of Glass and Plastic. The Chief Operating Decision Maker (CODM) reviews the operations of the Company as one operating segment.

b) Geographical Segment :

* Revenue within India includes deemed export sales of Rs 9,14,53,415 (31 March 2017: Rs 13,79,43,004) made to other EOU units in India Figures in brackets pertain to the previous year

Country wise breakup of revenue and assets outside India

Note 10 : The products manufactured by the company do not have a warranty period, hence provision for warranty as specified in Accounting Standard (AS) 37 on “Provisions, Contingent Liabilities and Contingent Assets” is not required to be made.

Note 11 : During the year the Company has not capitalised any borrowing costs as per Ind AS 23- “Borrowing costs”.

Note 12 : The Company’s international and domestic transfer pricing certification is carried out by an independent firm of Chartered Accountants.

The Company has established a system of maintenance of documents and information as required by the transfer pricing legislation u/s. 92-92F of the Income Tax Act, 1961. Up to 31 March, 2017, the last date for which the transfer pricing certification was carried out, there were no adjustments made to the transactions entered into with ‘associated enterprises’ as defined in section 92A of the Income Tax Act, 1961. The management believes that the international transactions and specified domestic transactions entered into with ‘associated enterprises’ during the financial year are at arm’s length price and that there will be no impact on the amount of tax expense or the provision of tax on the application of the transfer pricing legislation to such transactions.

Note 13: Unclaimed dividend: There is no amount due to be credited to the Investors Education & Protection Fund as at 31 March, 2018.

Note 14: As per Ind AS 36 ‘Impairment of Assets’, the Company has reviewed potential generation of economic benefits from fixed assets.

Accordingly, no impairment loss has been provided for the year ended 31 March, 2018 (31 March 2017: Rs Nil, 01 April 2016: Rs Nil) in the books.

Note 15: Previous year’s figures have been regrouped/ reclassified to correspond to current year’s classification/ disclosure.

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Mar 31, 2016

Note

(a) Secured term loans from banks:

Vehicle loan of Rs. 917,654/- (previous year Rs. Nil) is repayable in 48 equated monthly installment from November, 2015. Vehicle loan of Rs. 257,728/- (previous year Rs. 410,452) is repayable in 47 equated monthly installment from November, 2013. Vehicle loan of Rs. Nil (previous year Rs. 128,598) is repayable in 48 equated monthly installment from April, 2012.

Term loan of Rs. Nil (Previous year Rs. 3,681,623) is repayable in 28 monthly installments from January, 2014.

Term loan of Rs. Nil (Previous year Rs. 9,438,022) is repayable in 35 monthly installments from January, 2014.

Term loan of Rs. Nil (Previous year Rs. 1,561,967) is repayable in 34 monthly installments from January, 2014.

(b) Secured term loans from financial institutions:

Vehicle loan of Rs. 877,901/- (previous year Rs. Nil) is repayable in 36 equated monthly installment from November, 2015.

Note 1:

During the year the Company sold the entire shareholding in GKB Vision Limited, an associate company, in which the Company was holding 36.47% of the equity paid up share capital. The said shares were sold on 2nd July 2015 for a net consideration of Rs. 228,800,982/-, resulting in a net gain of Rs. 218,191,122/- over the book value of the said shares of Rs. 10,609,860/-.

Note 2:

During the year, consequent to issue of additional equity shares by Prime Lenses Private Limited (PLPL), without a change in the holding of the Company, the shareholding of the Company in PLPL has reduced to 14.26% consequent to which PLPL has ceased to be an associate company.

Note :

Due from others includes reinstated amount of Rs. Nil (net of provision of Rs. 590,124) (previous year Rs. 623,536) due from Sarl Imol (Bengherbia), Algeria; Rs. 3,887,099 (previous year Rs. 1,780,338) due from Precision Optical, U.K; Rs. 264,633 (previous year Rs. Nil) due from International Co. for Optical & Hearing Aids Ind., Jordan; Rs. 3,228,180 (previous year Rs. Nil) due from Dehlawi Optical Industry, Saudi Arabia and Rs. 287,654 (previous year Rs. 272,784) due from Pamonte SA, Ecuador against exports which are overdue for a period exceeding 12 months. The Company proposes to apply to the Reserve Bank of India (RBI), to regularize the transaction.

b) Other commitments

The Company is a 100% EOU registered under the SEEPZ Special Economic Zone. As per the amendment to Letter of Permission dated November 20, 2008, the Company was required to achieve export turnover of USD 35.82 million and Net Foreign Exchange Earning (NFE) of USD 3.26 million during the period April 1, 2008 to March 31, 2013. Although the Company achieved Net Foreign Exchange Earnings (NFE) as required, export turnover obligation remained unfulfilled to the extent of USD 8.03 million. By letter dated May 27, 2013, the EOU status of the Company has been further extended by a period of 5 years. However, the letter granting the extension does not make any mention of export turnover obligation. The Company is of the view that the condition of achieving export turnover no longer applies and the only requirement is that the Company should be NFE positive.

1) The Company operates a gratuity scheme, which is a funded scheme for qualifying employees, except in the case of directors where the scheme is unfunded. The scheme provides for lump sum payment to employees on retirement, death, while in employment or termination of employment or an amount equivalent to 15 days salary for every completed year of service or part thereof in six months, provided the employee has completed 5 years of service.

2) The Company operates a leave encashment scheme, which is a unfunded scheme. The present value of obligation under this scheme is based on an actuarial valuation using the Projected Unit Credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

3 During the year the Company has not capitalized any borrowing costs as per Accounting Standard (AS)

4 - "Borrowing costs".

5 Disclosures as required by Accounting Standard (AS) 17 - Segment Reporting : a) Primary Segment :

The Company operates in one primary segment i.e. ophthalmic lenses, and that is the only primary reportable segment.

* Revenue within India includes deemed export sales of Rs. 61,247,181 (Previous Year Rs. 37,961,333) made to other EOU units in India Figures in brackets pertain to the previous year

The above information and that given in Note 7 - "Trade Payables" pertaining to micro and small enterprises has been determined to the extent such parties have been identified on the basis of the information available with the Company. This has been relied upon by the auditors.

6 Disclosures as required by Accounting Standard (AS) 18 - Related Party Disclosures :

(a) Relationships:

List of related parties with whom transactions were carried out during the year or previous year:

(i) Associates/ Enterprises in which directors exercise significant influence

1 Prime Lenses Pvt Ltd

2 GKB Vision Limited

3 Lensco-The Lens Company

4 GKB Opticals Limited

5 GKB Optic Technologies Pvt.Ltd.

(ii) Key Management Personnel

1 Mr. K.G Gupta - Managing Director

(iii) Relatives of key management personnel

1 Mrs. Veena Gupta

2 Mr. Gaurav Gupta

3 Mr. Vikram Gupta

4 Mr. K. M. Gupta

7 There were no Loans and Advances in the nature of loans given to subsidiaries and associates. Hence disclosure requirements of clause 32 of the Listing Agreement are not applicable.

8 Unclaimed dividend: There is no amount due to be credited to the Investors Education & Protection Fund as at 31st March, 2016.

9 Disclosures as required by Accounting Standard (AS) 20 - Earning per share :

10. As per Accounting Standard (AS) 28 "Impairment of Assets", the Company has reviewed potential generation of economic benefits from fixed assets. Accordingly, no impairment loss has been provided for the year ended March 31, 2016 (previous year - Nil) in the books.

11. The products manufactured by the company do not have a warranty period, hence provision for warranty as specified in Accounting Standard (AS) 29 on "Provisions, Contingent Liabilities and Contingent Assets" is not required to be made.

12 The Company''s international and domestic transfer pricing certification is carried out by an independent firm of Chartered Accountants. The Company has established a system of maintenance of documents and information as required by the transfer pricing legislation u/s. 92-92F of the Income Tax Act, 1961. Up to March 31, 2015, the last date for which the transfer pricing certification was carried out, there were no adjustments made to the transactions entered into with ''associated enterprises'' as defined in section 92A of the Income Tax Act, 1961. The Management believes that the international transactions and specified domestic transactions entered into with ''associated enterprises'' during the financial year are at arm''s length price and that there will be no impact on the amount of tax expense or the provision of tax on the application of the transfer pricing legislation to such transactions.

13. Previous year''s figures have been regrouped/reclassified, to correspond to current year''s classification/disclosure.

---

Mar 31, 2015

1. Rights, preferences and restrictions attached to shares

The company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company in proportion to their shareholding.

2. Nature of security :

The above short term borrowings from banks are secured by hypothecation of the inventories, book debts receivable and other current assets, and personal guarantees of three directors and corporate guarantee of GKB Vision Limited, an associate company.

3. Contingent Liabilities Rs. Rs.

a) Sales tax liability that may arise in respect of matters in appeal 11,170,738 11,170,738

b) Excise duty liability that may arise in respect of matters in dispute 51,747,843 3,361,887

c) Other claims against the Company not acknowledged as debts - 7,525,000

d) Guarantees given on behalf of associate companies. 363,008,000 312,108,000

e) Bills discounted 9,615,392 9,881,502

f) Letters of credit outstanding 21,619,309 7,714,789

g) Bank guarantees 5,229,403 5,229,403

4. It is not practical to estimate the timing of outflows in respect of ''a'', ''b'' and ''c'' above pending resolution of legal proceedings.

Commitments Rs. Rs.

a) Estimated amount of contracts remaining to be executed on capital account and not - - provided for (net of advances)

b) Other commitments

The Company is a 100% EOU registered under the SEEPZ Special Economic Zone. As per the amendment to Letter of Permission dated November 20, 2008, the Company was required to achieve export turnover of USD 35.82 million and Net Foreign Exchange Earning (NFE) of USD 3.26 million during the period April 1, 2008 to March 31, 2013. Although the Company achieved Net Foreign Exchange Earnings (NFE) as required, export turnover obligation remained unfullfilled to the extent of USD 8.03 million. By letter dated May 27, 2013, the EOU status of the Company has been further extended by period of 5 years. However, the letter granting the extension does not make any mention of export turnover obligation. The Company is of the view that the condition of achieving export turnover no longer applies and the only requirement is that the Company should be NFE positive.

5. Disclosures as required by Accounting Standard (AS) 15 "Employee Benefits": a) Defined Contribution Plans :

Contribution to Defined Contribution Plans, recognised as an expense and included under "Employee Benefits Expenses"

6. to the Statement of Profit and Loss are as under :

* Employer''s contribution to Provident Fund and EDLI Rs.1,434,650 (Previous year Rs.1,296,171)

* Employer''s contribution to Family Pension Scheme Rs.1,326,089 (Previous year Rs.1,103,600 )

* Employer''s contribution to Employees State Insurance Scheme Rs.1,555,731 (Previous year Rs. 1,285,686 )

* Employer''s contribution to Superannuation Fund Rs.437,495 (Previous year Rs.310,903)

* Employer''s contribution to Labour Welfare Fund Rs.58,380 (Previous year Rs.47,805)

7. eneral description of the defined benefit plans :

1) The Company operates a gratuity scheme, which is a funded scheme for qualifying employees, except in the case of directors where the scheme is unfunded. The scheme provides for lump sum payment to employees on retirement, death, while in employment or termination of employment or an amount equivalent to 15 days salary for every completed year of service or part thereof in six months, provided the employee has completed 5 years of service.

2) The Company operates a leave encashment scheme, which is a unfunded scheme. The present value of obligation under this scheme is based on an actuarial valuation using the Projected Unit Credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

8. During the year the Company has not capitalised any borrowing costs as per Accounting Standard (AS) 16 - "Borrowing costs".

9. Disclosures as required by Accounting Standard (AS) 17 - Segment Reporting : a) Primary Segment :

The Company operates in one primary segment i.e. ophthalmic lenses, and that is the only primary reportable segment.

10. Disclosures as required by Accounting Standard (AS) 18 - Related Party Disclosures :

(a) Relationships:

List of related parties with whom transactions were carried out during the year or previous year:

(i) Subsidiary companies

1 GKB Ophthalmics Products FZE

2 GKB Ophthalmics GmbH

(ii) Associates/ Enterprises in which directors exercise significant influence

1 Prime Lenses Pvt Ltd

2 GKB Vision Limited

3 Lensco-The Lens Company

4 GKB Opticals Limited

5 GKB Optic Technologies Pvt.Ltd.

(iii) Key Management Personnel

1 Mr. K.G Gupta - Chairman and Managing Director

(iv) Relatives of key management personnel

1 Mrs. Veena Gupta

2 Mr. Gaurav Gupta

3 Mr. Vikram Gupta

4 Mr. K. M. Gupta

11. There were no Loans and Advances in the nature of loans given to subsidiaries and associates. Hence disclosure requirements of clause 32 of the Listing Agreement are not applicable.

12. Unclaimed dividend: There is no amount due to be credited to the Investors Education & Protection Fund as at 31st March, 2015.

13. As per Accounting Standard (AS) 28 "Impairment of Assets", the Company has reviewed potential generation of economic benefits from fixed assets. Accordingly, no impairment loss has been provided for the year ended March 31, 2015 (previous year - Nil) in the books.

14. The products manufactured by the company do not have a warranty period, hence provision for warranty as specified in Accounting Standard (AS) 29 on "Provisions, Contingent Liabilities and Contingent Assets" is not required to be made.

15. The Company''s international and domestic transfer pricing certification is carried out by an independent firm of Chartered Accountants. The Company has established a system of maintenance of documents and information as required by the transfer pricing legislation u/s. 92-92F of the Income Tax Act, 1961. Up to March 31, 2014, the last date for which the transfer pricing certification was carried out, there were no adjustments made to the transactions entered into with ''associated enterprises'' as defined in section 92A of the Income Tax Act, 1961. The Management believes that the international transactions and specified domestic transactions entered into with ''associated enterprises'' during the financial year are at arm''s length price and that there will be no impact on the amount of tax expense or the provision of tax on the application of the transfer pricing legislation to such transactions.

16. No Provision for current tax expense has been made in the current year due to tax losses incurred by the Company.

17. Previous year''s figures have been regrouped/reclassified, to correspond to current year''s classification/disclosure.

---

Mar 31, 2014

1 Contingent Liabilities and Commitments : 31.03.2014 31.03.2013

Contingent Liabilities Rs. Rs.

a) Sales tax liability that may arise 11,170,738 11,170,738 in respect of matters in appeal

b) Excise duty liability that may arise 3,361,887 3,361,887 in respect of matters in appeal

c) Other claims against the Company not 7,525,000 7,525,000 acknowledged as debts

d) Guarantees given on behalf of associate 312,108,000 306,108,000 companies.

e) Bills discounted 9,881,502 14,898,384

f) Letters of credit outstanding 7,714,789 15,710,536

g) Bank guarantees 5,229,403 5,379,403

Note :

It is not practical to estimate the timing of outflows in respect of ''a'', ''b'' and ''c'' above pending resolution of legal proceedings.

Commitments Rs. Rs.

a) Estimated amount of contracts remaining to be executed on capital account and not - - provided for (net of advances)

b) Other commitments

The Company is a 100% EOU registered under the SEEPZ Special Economic Zone. As per the amendment to Letter of Permission dated November 20, 2008, the Company was required to achieve export turnover of USD 35.82 million and Net Foreign Exchange Earning (NFE) of USD 3.26 million during the period April 1, 2008 to March 31,2013. Although the Company achieved Net Foreign Exchange Earnings (NFE) as required, it did not meet the export turnover obligation.

By letter dated May 27, 2013, the period for achievement of export targets has been extended upto March 31,2018. As at March 31, 2014, the export turnover ob ligatio n re maining to be achieved is USD 8.03 mil -lion .

2 Trade receivable, loans and advances and trade payable balances are subject to confirmation, reconciliation and consequent adjustments, i f any.

3 Disclosures as required by Accounting Standard (AS) 15 "Employee Benefits": a) Defined Contribution Plans :

Contribution to Defined Contribution Plans, recognised as an expense and included under "Employee Benefits Expenses"

Note 4 to the Statement of Profit and Loss are as under :

- Employer''s contribution to Provident Fund and EDLI Rs.1,296,171 (Previous year Rs.1,278,195)

- Employer''s contribution to Family Pension Scheme Rs.1,103,600 (Previous year Rs.1,056,240 )

- Employer''s contribution to Employees State Insurance Scheme Rs.1,285,686 (Previous year Rs.1,178,245 )

- Employer''s contribution to Superannuation Fund Rs.310,903 (Previous year Rs.322,225)

- Employer''s contribution to Labour Welfare Fund Rs.47,805 (Previous year Rs.43,010)

5 During the year the Company has not capitalised any borrowing costs as per Accounting Standard (AS) 16 - "Borrowing costs".

6 Disclosures as required by Accounting Standard (AS) 17 - Segment Reporting : a) Primary Segment :

The Company operates in one primary segment i.e. ophthalmic lenses, and that is the only primary reportable segment.

7 Disclosures as required by Accounting Standard (AS) 18 - Related Party Disclosures :

(a) Relationships:

List of related parties with whom transactions were carried out during the year or previous year:

(i) Subsidiary companies

1 GKB Ophthalmics Products FZE

2 GKB Ophthalmics GmbH

(ii) Associates/ Enterprises in which directors exercise significant influence

1 Prime Lenses Pvt Ltd

2 GKB Vision Limited

3 Lensco-The Lens Company

4 GKB Opticals Limited

5 GKB Optic Technologies Pvt.Ltd.

6 GKB Rx Lens Pvt Ltd

7 Indo Prime Visual Technologies Pvt Ltd

(iii) Key Management Personnel

1 Mr. K.G Gupta - Chairman and Managing Director

(iv) Relatives of key management personnel

1 Mrs. Veena Gupta

2 Mr. Gaurav Gupta

3 Mr. Vikram Gupta

4 Mr. K. M. Gupta

8 There were no Loans and Advances in the nature of loans given to subsidiaries and associates. Hence disclosure requirements of clause 32 of the Listing Agreement are not applicable.

9 Unclaimed dividend: There is no amount due to be credited to the Investors Education & Protection Fund as at 31st March, 2014

10 As per Accounting Standard (AS) 28 "Impairment of Assets", the Company has reviewed potential generation of economic benefits from fixed assets. Accordingly, no impairment loss has been provided for the year ended March 31, 2014 (previous year - Nil) in the books.

11 During the previous year, the Company terminated the Joint Venture agreement and applied to the Ministry of Corporate Affairs (MCA) under the Easy Exit Scheme for the de-registration and dissolution of the Joint Venture entity, M/s Indo Prime Visual Technologies Private Limited. Accordingly, the value of investment in the Joint Venture entity was written off during the previous year after considering the realisation proceeds of Rs. 185,656/-.

12 The products manufactured by the company do not have a warranty period, hence provision for warranty as specified in Accounting Standard (AS) 29 on "Provisions, Contingent Liabilities and Contingent Assets" is not required to be made.

13 The Company''s international and domestic transfer pricing certification is carried out by an independent firm of Chartered Accountants. The Company has established a system of maintenance of documents and information as required by the transfer pricing legislation u/s. 92-92F of the Income Tax Act, 1961. Up to March 31, 2013, the last date for which the transfer pricing certification was carried out, there were no adjustments made to the transactions entered into with ''associated enterprises'' as defined in section 92A of the Income Tax Act, 1961. The Management believes that the international transactions and specified domestic transactions entered into with ''associated enterprises'' during the financial year are at arm''s length price and that there will be no impact on the amount of tax expense or the provision of tax on the application of the transfer pricing legislation to such transactions.

14 Previous year''s figures have been regrouped/reclassified, to correspond to current year''s classification/disclosure.

---

Mar 31, 2013

31.03.2013 31.03.2012

1 Contingent Liabilities and Commitments : Contingent Liabilities Rs. Rs.

a) Sales tax liability that may arise in respect of matters in appeal 11,170,738 11,170,738

b) Excise duty liability that may arise in respect of matters in appeal 3,361,887 3,361,887

c) Other claims against the Company not acknowledged as debts 7,525,000 7,140,000

d) Guarantees given on behalf of associate companies. 306,108,000 306,108,000

e) Bills discounted 14,898,384 22,500,515

f) Letters of credit outstanding 15,710,536 19,841,978

g) Bank guarantees 5,379,403 5,252,568

2 Trade receivable, loans and advances and trade payable balances are subject to confirmation, reconciliation and consequent adjustments, if any.

3 Disclosures as required by Accounting Standard (AS) 15 "Employee Benefits":

a) Defined Contribution Plans :

Contribution to Defined Contribution Plans, recognised as an expense and included under "Employee Benefit Expenses" Note 21 to the Statement of Profit and Loss are as under :

- Employer''s contribution to Provident Fund and EDLI Rs.1,278,195 (Previous year Rs. 1,139,840)

- Employer''s contribution to Family Pension Scheme Rs. 1,056,240 (Previous year Rs. 1,025,332)

- Employer''s contribution to Employees State Insurance Scheme Rs. 1,178,245 (Previous year Rs. 1,151,033)

- Employer''s contribution to Superannuation Fund Rs. 322,225 (Previous year Rs. 318,344)

b) Defined Benefit Plans :

The Company''s gratuity and leave encashment plans are defined benefit plans :

4 During the year the Company has not capitalised any borrowing costs as per Accounting Standard (AS) 16 - "Borrowing costs".

5 Disclosures as required by Accounting Standard (AS) 17 - Segment Reporting :

a) Primary Segment :

The Company operates in one primary segment i.e. ophthalmic lenses, and that is the only primary reportable segment.

b) Secondary Segment (Geographical Segment) :

6 Disclosures as required by Accounting Standard (AS) 18 - Related Party Disclosures :

(a) Relationships:

List of related parties with whom transactions were carried out during the year or previous year:

(i) Subsidiary companies

1 GKB Ophthalmics Products FZE

2 GKB Ophthalmics GmbH

(ii) Associates/Joint venture/Enterprises in which directors exercise significant influence

1 Prime Lenses Pvt Ltd

2 GKB Vision Limited

3 GKB Rx Lens Pvt Ltd

4 Indo Prime Visual Technologies Pvt Ltd

5 Lensco-The Lens Company

6 GKB Opticals Limited

(iii) Key Management Personnel

1 Mr. K.G Gupta - Chairman and Managing Director

(iv) Relatives of key management personnel

1 Mrs. Veena Gupta

2 Mr. Gaurav Gupta

3 Mr. Vikram Gupta

4 Mr. K. M. Gupta

7 There were no Loans and Advances in the nature of loans given to subsidiaries and associates. Hence disclosure requirements of clause 32 of the Listing Agreement are not applicable.

8 Unclaimed dividend: There is no amount due to be credited to the Investors Education & Protection Fund as at 31st March, 2013

9 As per Accounting Standard (AS) 28 "Impairment of Assets", the Company has reviewed potential generation of economic benefits from fixed assets. Accordingly, no impairment loss has been provided for the year ended March 31, 2013 (previous year - Nil) in the books.

10 Disclosure as required by Accounting Standard (AS) 27 - " Financial Reporting of Interests in Joint Ventures"

a) Details of Investment in Joint Venture *

Name of the Joint Venture Entity : Indo Prime Visual Technologies Private Limited Description of Interest : Incorporated Joint Venture

(Sale of Indo equipment in India) Proportion of Interest : 48.50% Country of incorporation : India

* During the year, the Company terminated the joint venture agreement and an application has been made to the Ministry of Corporate Affairs (MCA) under the Easy Exit Scheme for the de-registration and dissolution of the Joint Venture entity. Accordingly, the value of investment in the Joint Venture entity has been written off during the year after considering the realisation proceeds of Rs. 185,656/-.

11 The products manufactured by the company do not have a warranty period, hence provision for warranty as specified in Accounting Standard (AS) 29 on "Provisions, Contingent Liabilities and Contingent Assets" is not required to be made.

12 The Company''s international and domestic transfer pricing certification is carried out by an independent firm of Chartered Accountants. The Company has established a system of maintenance of documents and information as required by the transfer pricing legislation u/s. 92-92F of the Income Tax Act, 1961. Up to March 31, 2012, the last date for which the transfer pricing certification was carried out, there were no adjustments made to the transactions entered into with ''associated enterprises'' as defined in section 92A of the Income Tax Act, 1961. The Management believes that the international transactions and specified domestic transactions entered into with ''associated enterprises'' during the financial year are at arm''s length price and that there will be no impact on the amount of tax expense or the provision of tax on the application of the transfer pricing legislation to such transactions.

13 Previous year''s figures have been regrouped/reclassified, to correspond to current year''s classification/disclosure.

---

Mar 31, 2012

Rights, preferences and restrictions attached to shares

The company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company in proportion to their shareholding.

Nature of security :

The above short term borrowings from banks are secured by hypothecation of the inventories, book debts receivable and other current assets and personal guarantees of three directors and corporate guarantee of GKB Vision Limited, an associate company.

* Purchases include prior period items of Rs. Nil (previous year reversal of Rs. 1,737,159)

* Interest expenses on borrowings include prior period items of Rs. Nil (previous year Rs. 2,524)

** Interest expenses on account of Income Tax includes interest related to earlier years Rs. 6,229,000 (previous year Rs. 3,219,096)

Note:

* Rates and taxes include prior period items of Rs. Nil (previous year Rs. 70,897)

# Freight and forwarding expenses include prior period items of Rs. Nil (previous year Rs. 15,776)

1 Contingent Liabilities and Commitments :

31.03.2012 31.03.2011

Contingent Liabilities Rs. Rs.

a) Sales tax liability that may arise in respect of matters in appeal 11,170,738 -

b) Excise duty liability that may arise in respect of matters in appeal 3,361,887 3,361,887

c) Guarantees given on behalf of associate companies 306,108,000 52,198,000

d) Bills discounted 22,500,515 -

e) Letters of credit outstanding 19,841,978 76,415,440

f) Bank guarantees 5,252,568 5,102,568

Note :

ii) It is not practical to estimate the timing of outflows in respect of ''a'' and ''b'' above pending resolution of legal proceedings.

2 Trade receivable, loans and advances and trade payable balances are subject to confirmation, reconciliation and consequent adjustments, if any.

3 Disclosures as required by Accounting Standard (AS) 15 "Employee Benefts":

a) Defned Contribution Plan:

Contribution to Defined Contribution Plan, recognised as an expense and included under "Employee Benefits

Expenses"

Note 21 to the Statement of Profit and Loss are as under :

- Employer''s contribution to Provident Fund and EDLI Rs.1,139,840 (Previous year Rs. 1,077,766)

- Employer''s contribution to Family Pension Scheme Rs. 1,025,332 (Previous year Rs. 991,589)

- Employer''s contribution to Employees State Insurance Scheme Rs. 1,151,033 (Previous year Rs. 1,141,526)

- Employer''s contribution to Superannuation Fund Rs. 318,344 (Previous year Rs. 475,671)

General description of the defned beneft plan ;

1) The Company operates a gratuity scheme, which is a funded scheme for qualifying employees, except in the case of directors where the scheme is unfunded. The scheme provides for lump sum payment to employees on retirement, death, while in employment or termination of employment or an amount equivalent to 15 days salary for every completed year of service or part thereof in six months, provided the employee has completed 5 years of service.

2) The Company operates a leave encashment scheme, which is a unfunded scheme. The present value of obligation under this scheme is based on an actuarial valuation using the Projected Unit Credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

4 During the year the Company has not capitalised any borrowing costs as per Accounting Standard (AS) 16 - "Borrowing costs".

5 Disclosures as required by Accounting Standard (AS) 17 - Segment Reporting :

a) Primary Segment :

The Company operates in one primary segment i.e. ophthalmic lenses, and that is the only primary reportable segment.

* Revenue within India includes deemed export sales of Rs. 36,423,476 (Previous Year Rs. 34,285,394) made to other EOU units in India.

Figures in brackets pertain to the previous year.

6 Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) as at 31st March, 2012, as per information available with the Company.

The above information and that given in Note 7 - "Trade Payables" pertaining to micro and small enterprises has been determined to the extent such parties have been identified on the basis of the information available with the Company. This has been relied upon by the auditors.

7 Disclosures as required by Accounting Standard (AS) 18 - Related Party Disclosures:

(a) Relationships:

List of related parties with whom transactions were carried out during the year:

(i) Subsidiary companies

1 GKB Ophthalmics Products FZE

2 GKB Ophthalmics GmbH

(ii) Associates/Joint venture

1 Prime Lenses Pvt. Ltd.

2 GKB Vision Limited

3 GKB Rx Lens Pvt. Ltd.

4 Indo Prime Visual Technologies Pvt. Ltd.

5 Lensco-The Lens Company

6 GKB Opticals Limited

(iii) Key Management Personnel

1 Mr. K.G. Gupta - Chairman and Managing Director

(iv) Relatives of key management personnel

1 Mrs. Veena Gupta

2 Mr. Gaurav Gupta

3 Mr. Vikram Gupta

4 Mr. K. M. Gupta

Note: Amounts paid/received includes amounts charged/credited to the statement of profit and loss.

8 There were no Loans and Advances in the nature of loans given to subsidiaries and associates. Hence disclosure requirements of Clause 32 of the Listing Agreement is not applicable.

9 Unclaimed dividend: There is no amount due to be credited to the Investors Education & Protection Fund as at 31st March, 2012.

10 As per Accounting Standard (AS) 28 "Impairment of Assets", the Company has reviewed potential generation of economic benefits from fixed assets. Accordingly, no impairment loss has been provided for the year ended March 31, 2012 (previous year - Nil) in the books.

11 The products manufactured by the company do not have a warranty period, hence provision for warranty as specified in Accounting Standard (AS) 29 on "Provisions, Contingent Liabilities and Contingent Assets" is not required to be made.

12 The Company''s transfer pricing certification is carried out by an independent firm of Chartered Accountants. The Company has established a system of maintenance of documents and information as required by the transfer pricing legislation u/s. 92-92F of the Income Tax Act, 1961. Up to March 31, 2011, the last date for which the transfer pricing certification was carried out, there were no adjustments made to the transactions entered with ''associated enterprises'' as defined in Section 92A of the Income Tax Act, 1961. The Management believes that the international transactions entered into with ''associated enterprises'' during the financial year are at arm''s length price and that there will be no impact on the amount of tax expense or the provision of tax on the application of the transfer pricing legislation to such transactions.

13 Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the Company has prepared the financial statements for the year ended 31st March, 2012 as per the requirements of the Revised Schedule VI issued by the Ministry of Corporate Affairs. Accordingly, the figures for the previous year have been regrouped / reclassified to conform to the current year''s classification. Further, the adoption of the Revised Schedule VI for the previous year''s figures does not impact recognition and measurement principles followed for preparation of the financial statements.

---

Mar 31, 2011

1. Contingent liabilities not provided for:

As at As at

31.03.2011 31.3.2010

(a) Letter of credit outstanding 76,415,440 42,414,159

(b) Bank Guarantees 5,102,568 5,102,568

(c) Corporate Guarantees 52,198,000 52,198,000

(d) Bills discounted 16,348,310 17,846,589

(e) Disputed Demand in respect of: - Central Excise 3,361,887 3,361,887

* Not Applicable due to the abolition of Industrial Licenses as per notification issued under the Industries Development and Regulation Act, 1951.

** Installed Capacity is as certified by the Managing Director and relied upon by the auditors, being a technical matter.

B) Particulars in Respect of Goods Traded (Ophthalmic Lenses)

C) Raw Materials Consumed

D) Value of Raw Materials Consumed

E) Value of Stores, Spares and Consumable Tools Consumed

F) Value of imports calculated on CIF Basis

2. Micro, Small and Medium Enterprises Development Act, 2006

Disclosure pertaining to Micro, Small and Medium Enterprises(as per information available with the company)

3. a) The Company holds an investment of Euros 25,624.92 i.e. Rs. 10,81,488/- (Previous year Rs.10,81,488/-) in GmbH, which had informed the Company that although it holds the entire capital of the GmbH there is no "Subsidiary - Holding Company" relationship between the two Companies as per the German Law. The latest financial statement received from the GmbH is for the year ended 31.12.2010 and GmbH has incurred a loss in Euro 620,97 compared to the Loss of Euros 902,37 in the previous year ended on 31.12.2009. The financial statement of the company and GKB Ophthalmics GmbH, a company incorporated in Germany has therefore not been consolidated due to absence of subsidiary holding relationship.

b) The GmbH has also intimated to the Company that it holds in the GmbH only one share for the entire investment. No share Certificate has however been issued to the company, since as per the German Law no such certificate is required to be issued to the shareholder.

4. The Company had during the earlier year invested a sum of DHS 150,000/- ( Rs.1,830,150/-) in GKB Ophthalmic Products FZE in Saif Zone, Sharjah, U.A.E. The GKB Ophthalmic Products FZE ("the FZE") was incorporated on 29.02.2004 in the Sharjah Airport International Free Zone, Sharjah as a Free Zone Establishment with limited Liability.

The FZE has informed the Company that although it holds the entire capital of the FZE there is no "Subsidiary - Holding Company" relationship between the two Companies as per the U.A.E Law. The enterprise is licensed to import, export and Distribution of Optical Products. The latest financial statement received from the FZE is for the year ended 31.12.2010 and the FZE has earned a profit of DHS 822,682 as compared to the profits of DHS 786,847/- previous period ended 31.12.2009. The financial statement of the Company and GKB Ophthalmics Products FZE, an establishment incorporated in U.A.E have therefore not been consolidated due to absence of subsidiary holding relationship.

The FZE has also intimated to the Company that it holds in the Establishment only one share of DHS. 150,000/- for the entire investment.

5. During the year the company sold 5,32,592 Equity shares held by it in Prime Lenses Pvt. Ltd. to GKB Vision Ltd. a company in which the 3 directors of the company are directors for a Book Value of Rs. 2,87,60,000/-.

6. Non Accounting of Dividend:

GKB Ophthalmic Products FZE, whose entire share capital is held by the company had declared dividend of Rs.44,23,000 for the year ending 31.12. 2010 after the close of the accounting year of the company. As per the requirement of the schedule VI, the said dividend should have been recognised as income since the same is in respect of the period which was closed before the date of the Balance Sheet of the company. However the company has not recognised the said dividend as income in the accounts for the year, as the GKB Ophthalmic Products FZE has not been considered as subsidiary of the company in view of the explanation given in note no. 5.

7. Advances recoverable in cash or in kind or for value to be received include:

8. Particulars in respect of Loans and Advances in the nature of loans as required by the listing agreement.

NOTE : There were no Loans and Advances where interest is not charged or charged below bank rate.

9. After the end of the year, the Company has sent Balance Confirmation letters to the parties showing debit/credit outstanding balances as on 31st March, 2011. Very few parties have confirmed their balances. Necessary adjustments, if any shall be made in the accounts on the settlements of the outstanding balances of the remaining parties.

10. Unclaimed Dividend: There is no amount due to be credited to Investors Education & Protection Fund.

The Company has been advised that the computation of net profit for the purpose of Directors remuneration under Section 349 of Companies Act, 1956 need not be enumerated since no commission by way of percentage of profits is payable for the year to any of the directors of the Company.

In accordance with Accounting Policy No. I-k, the Company assessed at the end of the year, whether there is any indication that any asset may be impaired. During this assessment, the Company found that no Asset has been impaired, hence no impairment loss is recognised in the accounts of the year.

11. Disclosure of related parties/related party transactions :

The Company has identified all related parties and details of transactions are given below. No provision for doubtful debts or advances is made. Also no amounts have been written off or written back during the year in respect of debts due from related parties.

NOTE : Related party relationship is as identified by the Company and relied upon by the Auditors.

12. Segment Information:

i) Primary Segments: Business Segment

The Company is primarily engaged in a single segment business of a manufacture and sale of Ophthalmics lenses and that is the only primary reportable segment. The Company''s operations are solely situated in India.

ii) Secondary Segments: Geographical Segment

Both the units of the Company are 100% Export Oriented Units. The secondary segmental reporting is based on the geographical location of customers. The geographical segments have been disclosed based on revenues within India (sales to customers in India) and revenues outside India (sales to customers located outside India).

The Company has common Assets for producing goods for Domestic market and Overseas market. Hence separate figures for assets / additions to Fixed Assets cannot be furnished.

* Includes deemed export Sales of Rs.3,42,85,394/- (Previous Year Rs.6,97,85,647/-) made to other EOU in India.

13. Earnings per share

Basic and diluted earnings per share are calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares. The Company does not have any outstanding dilutive potential equity shares. Consequently the basic and diluted earnings per share remain the same.

14. Provision for taxation comprises of the following:

i) Provision for Wealth Tax Rs.1,21,400/- (Previous year Rs. 1,21,651/-).

ii) Rs.51,19,096/- being provision for Current Income Tax (Previous Year Rs.1,10,00,000/-) and Rs.15,20,100/- being provision for Income Tax in respect of earlier years (Previous Year Rs.36,58,243/-). iii) Provision for Fringe Benefit Ta x Rs.1,30,032/- in respect of earlier years (Previous Year Rs.1,46,893/-). iv) Provision for Deferred tax Rs.8,84,724/- (Previous Year Rs.-16,37,694/-).

15. Payment of Cess

The Company has not made any provision for the Cess under provision of Section 441A of the Company''s Act, 1956 in the absence of notification regarding rate and manner of remittance.

16. Excise duty

The company which is the 100% EOU is exempted from payment of excise duty on the Export Sales, however the company was liable to pay custom duty which was in the nature of excise duty till 28th Feb. 2011, after this date the company is liable to pay both the excise duty as well as the custom duty which is in the nature of excise duty. During the year, the company has made domestic sales of Rs.6,10,58,798/- (excluding duty) (Previous Year Rs.4,50,47,521/-) on which the following duties of above nature are paid to Excise Department.

17. The products manufactured by the company do not have warranty period, hence provision for warranty as specified in AS-29 on provision, contingent liabilities & contingent assets is not required to be made.

18. Previous years figures have been regrouped and / or rearranged wherever considered necessary to make their classification comparable with that of the current year.

19. Additional information as required under Part IV of Schedule VI to the Companies Act, 1956 Balance Sheet Abstract and Company''s General Business Profile:

Notes: 1) Cash and cash equivalents includes "Cash and Bank Balances" as disclosed under Schedule F of the annual accounts.

2) The aforesaid statement has been prepared under the indirect method, as set out in "Accounting Standard 3 - Cash Flow Statement" issued by the Institute of Chartered Accountants of India.

3) Previous years figures are regrouped/ Reclassified wherever necessary.

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Mar 31, 2010

1. The Company in its accounts of the earlier year had disclosed under the head " Investments" 28,76,000 shares of Rsl 0/- each in Prime Ophthalmic Products Pvt. Ltd. Subsequent to the closure of the accounts of the earlier year the Bombay High court has approved the merger of Prime Ophthalmic Products Pvt. Ltd in another company namely Prime Lenses Pvt. Ltd with effect from 01.07.2009. As a consequence of this merger the Company is entitled to receive 5,32,592 shares of Rs 1 0/- each in Prime Lenses Pvt. Ltd. as against 28,76,000 shares of Rs. 1 0/- each held earlier in Prime Ophthalmic Products Pvt. Ltd. Considering the aforesaid change in the share holding, the Company has disclosed in the accounts of current year 5,32,592 shares of Rs. 1 0/-each in Prime Lenses Pvt. Ltd. and Nil Shares in Prime Ophthalmic Products Pvt. Ltd.

2 a) The Company had during the earlier years invested a sum of Euros 127,822.92 (Rs. 53,99,488/-) in GKB Ophthalmics GmbH, in Germany. During the financial year 2004-05, GmbH had refunded Euros 60,000/- at cost in partial disinvestment of capital reserves i.e. export of lenses converted into equity. During the financial year 2006-07, GmbH has further refunded 24,258/- Euros at cost in partial disinvestment of Capital reserve. As on the year end, the Company holds a n investment of Euros 25,624.92 (Rs. 10,81,488/-) in GmbH.

b) The GmbH has informed the Company that although it holds the entire capital of the GmbH there is no "Subsidiary - Holding Company" relationshipbetweenthetwoCompaniesaspertheGermanLaw.Thelatestfinancial statement received from the GmbH is for the year ended 31.12.2009 and GmbH has incurred a loss in Euro 902,37 compared to the Loss of Euros 691,20 in the previous year endedon31.12.2008. Thefinancial statement of the company and GKB Ophthalmics GmbH, a company incorporated in Germany has therefore not been consolidated due to absence of subsidiary holding relationship.

c) The GmbH has also intimated to the Company that it holds in the GmbH only one share for the entire investment. No share Certificate has however been issued to the company, since as per the German Law no such certificate is required to be issued to the shareholder.

3 The Company had during the earlier year invested a sum of DHS 150,000/-( Rs. 1,830,150/-) in GKB Ophthalmic Products FZE in SAIF Zone, Sharjah, U.A.E. The GKB Ophthalmic Products FZE ("the FZF) was incorporated on 29.02.2004 in the Sharjah Airport International Free Zone, Sharjah as a Free Zone Establishment with limited Liability.

FZE has informed the Company that although it holds the entire capital of the FZE there is no "Subsidiary - Holding Company"relationshipbetweenthetwoCompaniesaspertheU.A.ELawThe enterprise is licensed to import, export and Distribution of Optical Products. The latest financial statement received from the FZE is for the year ended 31.12.2009 and the FZE has earned a profit of DHS 7,86,847/- as compared to the profits of DHS 821,369/- previous period ended 31.12.2008. The financial statement of the Company and GKB Ophthalmics Products FZE, an establishment incorporated in U.A.E have therefore not been consolidated due to absence of subsidiary holding relationship.

c) The FZE has also intimated to the Company that it holds in the Establishment only one share of DHS. 1 50,000/- for the entire investment.

Note: There were no Loans & Advances where interest is not charged or charged below bank rate.

4 After the end of the year, the Company has sent Balance Confirmation letters to the parties showing debit/credit outstanding balances as on 31 st March, 2010. Some of the parties have confirmed their balances. Necessary adjustments, if any shall be made in the accounts on the settlements of the outstanding balances of the other remaining parties.

The Company has been advised that the computation of net profit for the purpose of Directors remuneration under section 349 of Companies Act, 1956 need not be enumerated since no commission by way of percentage of profits is payable for the year to any of the directors of the Company.

5. Payment of Cess

The Company has not made any provision for the Cess under provision of section 441A of the Companys Act, 1956 in the absence of notification regarding rate and manner of remittance.

6. Micro, Small and Medium Enterprises Development Act,2006

Disclosure pertaining to Micro, Small and Medium Enterprises (as per information available with the company) :

7. Disclosure of related parties/related party transactions :

The Company has identified all related parties and details of transactions are given below. No provision for doubtful debts or advances is made. Also no amounts have been written off or written back during the year in respect of debts dues from related parties.

i) List of Related parties :

Associate Companies/firms/parties

1. Prime Lenses Pvt. Ltd

2. GKB Vision Limited.

3. GKB Opticals Limited.

4. Gopal Krishna & Brothers.

5. GKB Rx Lens Pvt. Ltd.

6. Mega motion infotech Pvt. Ltd.

7. GKB Ophthalmics Products FZE

8. GKB Ophthalmics GmbH

9. Prime Ophthalmic Products Pvt. Ltd.

10. Indo Prime Visual Technologies Pvt. Ltd.

11. Crysta lenses Pvt. Ltd.

Key Management Personnel

1. Mr. K. G. Gupta - Chairman & Managing Director

Relatives of Key Management Personnel.

1. Mrs. Veena Gupta

2. Mr. Gaurav Gupta

3. Mrs. Shefali Chawla

4. Mr. Vipul Chawla

5. Mr. R. K. Gupta

6. Mr. B. K. Gupta

7. Mrs. Uma Gupta

8. Mr. K. M. Gupta

9. Mrs. Usha Gupta

10. Mrs. Sushma Gupta

11. Mr. N. K. Gupta

12. Dr. G. N. Agrawal

13.Vikram Gupta

NOTE : Related party relationship is as identified by the Company and relied upon by the Auditors.

8. Segment Information:

i) Primary Segments: Business Segment The Company is primarily engaged in a single segment business of a manufacture and sale of Ophthalmic lenses and that is the only primary reportable segment. The Companys operations are solely situated in India.

ii) Secondary Segments: Geographical Segment Both the units of the Company are 100% Export Oriented Units. The secondary segmental reporting is based on the geographical location of customers. The geographical segments have been disclosed based on revenues within India (sales to customers in India) and revenues outside India (sales to customers located outside India)

9. Earnings per share

Basic and diluted earnings per share are calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares. The Company does not have any outstanding dilutive potential equity shares. Consequently the basic and diluted earnings per share remain the same.

10. Excise duty

The company is a 100% EOU and as per prevailing laws& guidelines it is exempted from customs & excise duties & levies. The company is however required to pay custom duty which is in the nature of excise duty payable at concessional rates on domestic sales.During the year, the company has made domesic sales of Rs 4,50,47,521/- (excluding duty) on which excise duty of Rs.21,64,211/- has been paid to excise Department.

11. The product manufactured by the company do not have warranty period, hence provision for warranty as specified in AS-29 on provision, contingent liabilities and contingent assets is not required to be made.

12. Previous years figures have been regrouped and/or rearranged wherever considered necessary to make their classification comparable with that of the current year.

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Mar 31, 2009

1 Contingent liabilities not provided for: As at 31.3.2009 As at 31.3.2008

(a) Letter of credit outstanding 47,198,856 34,278,739

(b) Bank Guarantees 4,371,393 31,72,500

(c) Corporate Guarantees 52,198,000 58,198,000

(d) Bills discounted 37,327,246 35,381,173

(e) Disputed Demand in respect of:

- Income Tax 3,396,154 4,414,507

- Central Excise 3,361,887 3,361,887

2 a) The Company bod during the earlier years invested a sum of Euros 127822.92 (Rs. 53,99,488/-) in GKB Ophthalmics GmbH, in Germany. During the financial year 2004-05, GmbH had refunded Euros 60,000/- at cost in partial disinvestment of capital reserves i.e. export of lenses converted into equity. During the financial year 2006-07, GmbH has further refunded 24,258/- Euros at cost in partial disinvestment of Capital reserve. As on the year end, the Company holds an investment of Euros 25,624.92 (Rs. 10,81,488/-) in GmbH.

b) The GmbH has informed the Company that although it holds the entire capital of the GmbH there is no Subsidiary - Holding Company" relationship between the two Companies as per the German Law, The latest financial statement received from the GmbH is for the year ended 31,12.2008 and GmbH has incurred a loss in Euro 691,20compared to the Loss of Euros 526,23 in the previous year ended on 31.12.2007 The financial statement of the company and GKB Ophthalmia GmbH, a company incorporated in Germany has therefore not been consolidated due to absence of subsidiary holding relationship.

c) The GmbH has also intimated to the Company that it holds in the GmbH only one share for the entire investment. No share Certificate has however been i.ssued to the company, since as per the German Law no such certificate is required to be issued to the shareholder.

3 a) The Company had during the earlier year invested a sum of DHS 150,000/- (Rs. 1,830,150/-) in GKB Ophthalmic Products FZE in SAIF Zone, Sharjah,U.A.E.The GKB Ophthalmic Products FZE ("the FZE") in the Sharjah Airport International Free Zone, Sharjah as a Free Zone Establishment with limited Liability.

b) The FZE has informed the Company that although it holds the entire capital of the FZE there is no "Subsidiary - Holding Company relationship between the two Companies as per the U.A.E. law The enetrprise is licensed to import, export and Distribution of Optical Products. The latest financial statement received from the FZE is for the year ended 31.12.2008 and the FZE has earned a profit of DHS 2,894,222/- as compared to the profits of DHS 2,072,853/- previous period ended 31.12.2007. The financial statement of the Company and GKB Ophthalmics Products FZE, an establishment incorporated in U.A.E have therefore not been consolidated due to absence of subsidiary holding relationship.

c) The FZE has also intimated to the Company that it holds in the Establishment only one share of DHS. 150,000/- for the entire investment, 3 After the end of the year, the Company has sent Balance Confirmation letters to the parties showing debit/credit outstanding balances as on 31 st March, 2009. Some of the parties have confirmed their balances. Necessary adjustments, if any shall be made in the accounts on the settlements of the outstanding balances of the other remaining parties, Unclaimed Dividend: There is no amount due to be credited to investors Education & Protection fund

4. Payment of Cess

The Company has not made any provision for the Cess under provision of section 441A of the Companys Act, 1956 in the absence of notification regarding rate and manner of remittance.

5 Disclosure of related parties/related party transactions :

The Company has identified all related parties and details of transactions are given below. No provision for doubtful debts or advances is made. Also no amounts have been written off or written back during the year in respect of debts due from related parties.

i) List of Related parties: Associate Companies/firms/parties

1. Prime Lenses Pvt. Ltd 5. GKB Rx Lens Pvt. ltd. 9. Prime Ophthalmic Products Pvt. Ltd.

2. GKB Vision Limited. 6. Mega motion infotech Pvt. Ltd. 10. Indo Prime Visual Technologies Pvt. Ltd.

3. GKB Opticals Limited. 7. GKB Ophthalmics Products FZE 11. Crysta lenses Pvt. Ltd.

4. Gopo) Krishna & Brothers. 8. GKB Ophthalmics GmbH

Key Management Personnel

1. Mr, K. G. Gupta - Chairman & Managing Director

2. Mr. Vilcram Gupta - Wholetime Director (upto 31st March, 2008) Relatives of

1. Mrs. Veena Gupta 5. Mr. R. K. Gupta 9. Mrs. Usha Gupta

Key Management 2. Mr. Gaurav Gupta 6. Mr, B. K. Gupta 10. Mrs, Sushma Gupta

Personnel. 3. Mrs, Shefali Chawla 7. Mrs. Uma Gupta 11. Mr, N. K. Gupta

4, Mr. Vipul Chawla 8, Mr. K, M, Gupta 12, Dr. G. N, Agrawal

NOTE : Related party relationship is as identified by the Company and relied upon by the Auditors,

6. Segment Information:

i) Primary Segments: Business Segment

The Company is primarily engaged in a single segment business of a manufacture and sale of Ophthalmic lenses and that is the only primary reportable segment. The Companys operations are solely situated in India.

7 Earnings per share

Basic and diluted earnings per share are calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares. The Company does not have any outstanding dilutive potential equity shares. Consequently the basic and diluted earnings per share remain the same.

8 Excise duty

The company is a 100% EOU and as per prevailing laws & guidelines it is exempted from customs & excise duties & levies. The company is however required to pay custom doty which is in the nature of excise duty payable at concessional rates on domestic sales.During the year, the company has made domesic sales of Rs 7,47,00,136/- {excluding duty) on which excise duty of Rs.39,31,343/- has been paid to excise Department.

9 The product manufactured by the company do not have warranty period, hence provision for warranty as specified in AS-29 on provision, contingent liabilities and contingent assets is not required to be made.

10 Previous years figures have been regrouped and/or rearranged wherever considered necessary to mate their classification comparable with that of the current year.

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Mar 31, 2008

1 Contingent liabilities not provided for: As at 31.3.2008 As at 31.3.2007

(a) Letter of credit outstanding 34,278,739 49,850,187 (b) Bank Guarantees 31,72,500 3,089,500 (c) Corporate Guarantees 58198,000 52,198,000 (d) Bills discounted 35,381,173 35,881,173 (e) Disputed Demand in respect of: - Income Tax 4,414,507 411,865 - Central Excise 3,361,887 3,361,887

2 a) The Company had during the earlier years invested a sum of Euros 127,822.92 ( Rs. 53,99,488/-) in GKB Ophthalmics GmbH, in Germany. During the financial year 2004-05, GmbH had refunded Euros 60,000/- at cost in partial disinvestment of capital reserves i.e. export of lenses converted into equity. During the financial year 2006-07, GmBH has further refunded 24,258 Euros at cost in partial disinvestment of Capital reserve. As on the year end, the Company holds an investment of Euros 25,624.92 (Rs. 10,81,488/-) in GmbH.

b) The GmbH has informed the Company that although it holds the entire capital of the GmbH there is no Subsidiary - Holding Company relationship between the two Companies as per the German Law. The latest financial statement received from the GmbH is for the year ended 31.1 2.2007 and GmbH has incurred a loss in Euro 526.23 compared to the Loss of Euros 806.54 in the previous year ended on 31.1 2.2006. The financial statement of the company and GKB Ophthalmics GmbH, a company incorporated in Germany has therefore not been consolidated due to absence of subsidiary holding relationship.

c) The GmbH has also intimated to the Company that it holds in the GmbH only one share for the entire investment. No share Certificate has however been issued to the company, since as per the German Law no such certificate is required to be issued to the shareholder.

3 a) The Company had during the earlier year invested a sum of DHS 150,000/- (Rs. l,830,150/-) in GKB Ophthalmic Products FZE in Saif Zone, Sharjah, U.A.E. The GKB Ophthalmic Products FZE ("the FZE") was incorporated on 29.02.2004 in the Sharjah Airport International Free Zone, Sharjah as a Free Zone Establishment with limited Liability.

b) The FZE has informed the Company that although it holds the entire capital of the FZE there is no Subsidiary - Holding Company relationship between the two Companies as per the U.A.E Law. The enterprise is licensed to import, export and Distribution of Optical Products. The latest financial statement received from the FZE is for the year ended 31.12.2007 and the FZE has earned a profit of DHS 2,072,853 /- as compared to the profits of DHS 1,059,744/- previous period ended 31.12.2006. The financial statement of the company and GKB Ophthalmics Products FZE, an establishment incorporated in U.A.E have therefore not been consolidated due to absence of subsidiary holding relationship.

c) The FZE has also intimated to the Company that it holds in the Establishment only one share of DHS. 150,000/- for the entire investment.

4 After the end of the year, the Company has sent Balance Confirmation letters to the parties showing debit/credit outstanding balances as on 31st March, 2008. Some of the parties have confirmed their balances. Necessary adjustments, if any shall be made in the accounts on the settlements of the outstanding balances of the other remaining parties.

5 Unclaimed Dividend: There is no amount due to be credited to Investors Education & Protection fund

6. Payment of Cess

The Company has not made any provision for the Cess under provision of section 441A of the Companys Act, 1956 in the absence of notification regarding rate and manner of remittance.

7. In the absence of any intimation received from Venders regarding the status of their registration under micro , small and medium Enterprise Development Act 2006, The company is unable to comply with the disclosures required to be made under the said Act.

8 Disclosure in respect of Impairment of Assets pursuant to Accounting Standard - 28:

As per exercise carried out by the company as on 31.03.2008 there were no indication of impairment of any assets hence, in the opinion of the management no provision for impairment loss as per AS 28 on "Impairment of Assets" is required to be made.

9 Excise duty

The company is a 100% EOU and as per prevailing laws & guidelines it is exempted from customs & excise duties & levies. The company is however required to pay custom duty which is in the nature of excise duty payable at concessional rates on domestic sales. During the year, the company has made domestic sales of Rs 2,10,75,128/- (excluding duty) on which excise duty of Rs.5,39,210/- has been paid to excise Department.

10 The product manufactured by the company do not have warranty period, hence provision for warranty as specified in AS-29 on provision, contingent liabilities and contingent assets is not required to be made.

11 Previous years figures have been regrouped and/or rearranged wherever considered necessary to make their classification comparable with that of the current year.

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Mar 31, 2007

1 Contingent liabilities not provided for:

As at 31.3.2007 As at 31.3.2006

(a) Letter of credit outstanding 49,850,187 24,430,720 (b) Bank Guarantees 3,089,500 3,089,000 (c) Corporate Guarantees 52,198,000 52,850,000 (d) Bills discounted 43,857,862 41,404,068 (e) Disputed Demand in respect of: - Income Tax 411,865 448,691 - Central Excise 3,361,887 1,717,200

2 a) The Company had during the earlier years invested a sum of Euros 127,822.92 ( Rs. 53,99,488/-) in GKB Ophthalmics GmbH, in Germany. During the financial year 2004-05, GmbH had refunded Euros 60,000/- at cost in partial disinvestment of capital reserves i.e. export of lenses converted into equity. During the financial year 2006-07, GHBH has further refunded 24,258 Euros at cost in partial disinvestment of Capital reserve. As on the year end, the Company holds an investment of Euros 25,624.92 (Rs. 10,81,490/-) in GmbH.

b) The GmbH has informed the Company that although it holds the entire capital of the GmbH there is no "Subsidiary - Holding Company" relationship between the two Companies as per the German Law. The latest financial statement received from the GmbH is for the year ended 31.12.2006 and GmbH has earned a loss in Euro 806.54 compared to the Profit of Euros 1 951 8.37 in the previous year ended on 31.12.2005. The financial statement of the company and GKB Ophthalmics GmbH, a company incorporated in Germany has therefore not been consolidated due to absence of subsidiary holding relationship.

c) The GmbH has also intimated to the Company that it holds in the GmbH only one share for the entire investment. No share Certificate has however been issued to the company, since as per the German Law on such certificate is required to be issued to the shareholder.

3 a) The Company had during the earlier year invested a sum of DHS 150,000/- (Rs. l,830,150/-) in GKB Ophthalmic Products FZE in Saif Zone, Sharjah, U.A.E. The GKB Ophthalmic Products FZE ("the FZE") was incorporated on 29.02.2004 in the Sharjah Airport International Free Zone, Sharjah as a Free Zone Establishment with limited Liability.

b) The FZE has informed the Company that although it holds the entire capital of the FZE there is no "Subsidiary - Holding Company" relationship between the two Companies as per the U.A.E Law The enterprise is licensed to import, export and Distribution of Optical Products. The latest financial statement received from the FZE is for the year ended 31.12.2006 and the FZE has earned a profit of DHS 10,59,744 /- as compared to the profits of DHS 5,40,449/- previous period ended 31.12.2005. The financial statement of the company and GKB Ophthalmics Products FZE, an establishment incorporated in U.A.E have therefore not been consolidated due to absence of subsidiary holding relationship.

c) The FZE has also intimated to the Company that it holds in the Establishment only one share of DHS. 1 50,000/- for the entire investment.

4 After the end of the year, the Company has sent Balance Confirmation letters to the parties showing debit/credit outstanding balances as on 31st March, 2007. Some of the parties have confirmed their balances. Necessary adjustments, if any shall be made in the accounts on the settlements of the outstanding balances of the other remaining parties.

5 Sundry Creditors shown under Current Liabilities (Schedule G) include Rs.50,583/- due to Shreeniwas Signange Spectrum Rs 3287/- & Gorson Enterprise Rs 47,296/- a SSI unit. But this amount is not due for more than 30 days on the Balance Sheet date. The above information regarding the SSI undertakings has been determined to the extentsuch parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors.

6. Unclaimed Dividend: There is no amount due to be credited to Investors Education & Protection fund

7. Payment of Cess

The Company has not made any provision for the Cess under provision of section 441A of the Companys Act, 1 956 in the absence of notification regarding rate and manner of remittance.

8 In the absence of any intimation received from Venders regarding the status of their registration under micro , small and medium Enterprise Development Act 2006,The company is unable to comply with the disclosures required to be made under the said Act.

9 Segment Information:

i) Primary Segments: Business Segment

The Company is primarily engaged in a single segment business of a manufacture and sale of Ophthalmias lenses and that is the only primary reportable segment. The Companys operations are solely situated in India.

ii) Secondary Segments: Geographical Segment

Both the units of the Company are 1 00% Export Oriented Units. The secondary segmental reporting is based on the geographical location of customers. The geographical segments have been disclosed based on revenues within India ( sales to customers in India) and revenues outside India (sales to customers located outside India )

10 Leases:

The Company had prior to 31.03.2001 taken under financial lease, plant & machinery having an aggregate cost of Rs.21,18,542/-.The Company has paid lease rentals of Rs. NIL (31.03.2006 Rs.3,64,446/-) and the future obligation of lease rentals amounts to Rs. Nil. (31.3.2006 : Rs. NIL ) The Company has not acquired any asset on lease after 31.03.2001

11 Disclosure in respect of Impairment of Assets pursuant to Accounting Standard - 28:

As per exercise carried out by the company as on 31.03.2007 there were no indication of impairment of any assets hence, in the opinion of the management no provision for impairment loss as per AS 28 on "Impairment of Assets" is required to be made.

12 Excise duty

The company is a 100% EOU and as per prevailing laws & guidelines it is exempted from customs & excise duties & levies. The company is however required to pay custom duty which is in the nature of excise duty payable at concessional rates on domestic sales. During the year, the company has made domesic sales of Rs 98,74,707/- (excluding duty) on which excise duty of Rs.3,1 5,502/- has been paid to excise Department.

13 The Company until last year followed the policy of making provision for leave encashment benefit on retirment on estimated basis. However the provision made for the above benefits during the current year is based on the total laibiIity as determined by independent acturial valuer as at the yea rend. Had the policy adopted in the earlier year continued during the year, the profit for the year would have been higher by Rs.3,09,604/-

14 The Products Manufactured by the company do not have warranty period, hence provision for warranty as specified in AS-29 on provision, contingent liabilities & contingent assets is not required to be made.

15 Previous years figures have been regrouped and 7 or rearranged wherever considered necessary to make their classification comparable with that of the current year.

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Mar 31, 2005

1. Contingent liabilities not provided for:

a) Letter of credit issued by the Companys Bankers on behalf of the Company outstanding as on 31.03.2005: Rs 4,40,87,653/- (Previous year: Rs. 4,56,87,397/-)

b) Bank Guarantees issued by the Bank on behalf of the Company : Rs. 30,89,500/- (Previous year : Rs. 50,09,500/-)

c) Corporate Guarantees issued by the Company to associate companies Rs. 6,50,00,000/- (Previous Year Rs. Nil).

d) Bills discounted with the Companys Bankers: Rs. 5,13,51,923/- (Previous year: Rs 2,62,48,115/-)

e) Disputed demand in respect of Income Tax : Rs. 36,826/- (Previous year: Rs. 36,826/-)

3. Advances recoverable in cash or in kind or for the value to be received include:

i) Amount recoverable from a Director of the Company : NIL (Previous year: Rs.: 54000/-) Maximum amount due at anytime during the year: Rs. 54,000/- (Previous year: Rs, 54,000/-)

ii) Amount due from Prime Lenses Pvt. Ltd. (Formerly GKB Marketing Services Pvt. Ltd.), a company in which two Directors of the Company are Directors ; Rs, 23,393/- (Previous year : 11,55,623/-) Maximum amount due at anytime during the year: Rs, 11,79,016/- (Previous year: Rs. 17,22,664/-)

iii) Amount due from Prime Ophthalmics Products Pvt, Ltd.. a company under the same management ; Rs. 653,135/- (Previous year : 15,91,314/-) Maximum amount due at any time during the year: Rs.4,934,327/- (Previous year: Rs. 52,52,280/-)

iv) Amount due from GKB Ophthalmics Products FZE an establishment under the same management Rs. 998,884/- (Previous year ; 884781/-) Maximum amount due at any time during the year Rs. 998,884/- (Previous year : 884,781/-)

4. Sundry Debtors includes :

i) Amount due from Prime Lenses Pvt. Ltd. (Formerly GKB Marketing Services Pvt. Ltd.),, a Company in which two Directors of the Company are Directors : Rs. 25,137/- (Previous year: Rs. 25,85,721/-) Maximum amount due at any time during the year: Rs 25,85,721/- (Previous year: Rs. 25,85,721/-),

ii) Amount due from M/s. GKB Rx Lens Pvt. Ltd., in which a director of the Company is a director: Rs. NIL (Previous year: Rs.11,700/-). Maximum amount due at any time during the year : NIL (Previous year : Rs. 11,700/-)

iii) Amount due from GKB Vision Ltd., a Company in which directors of the Company are directors: Rs. NIL (Previous year: Rs. 8,20,050/-) Maximum amount due at any time during the year: Rs 8,20,050/- (Previous year: Rs. 1,35,75,871/-)

5. After the end of the year, the Company has sent Balance Confirmation letters to the parties showing debit/credit outstanding balances as on 31st March, 2005, Some of the parries have confirmed the balances. Necessary adjustments, if any shall be made in the accounts on the settlements of the outstanding balances of the other remaining parties.

6. Sundry Creditors shown under `Current Liabilities (Schedule `G ) include Rs. 58,326/- due to SSI units, Listed below are the SSI units to whom the company owes amounts outstanding for more than 30 days as at the Balance Sheet date :

1. Hindustan Micron Abbrassives

2. Enarai Computer Stationery

3. Prakash Colour Cartons

4. Esdee Paints Ltd.

The above information regarding the SSI undertakings has been determined to the extent such parties hove been identified on the basis of information available with the Company, This has been relied upon by the

Auditors,

7. The Company had during the earlier years invested a sum of Euros 127,822.92 (Rs, 53,99,488/-) in GKB Ophthalmics GmbH, in Germany. The GmbH has informed the Company that although it holds the entire capital of the GmbH there is no "Subsidiary-Holding Company" relationship between the two Companies as per the German Low. The latest financial statement received from the GmbH is for the year ended 31,12,2004 and GmbH has earned a profit of Euro 29,662.24 compared to Profit of Euros 1,64,662.81 in the previous period ended on 31.12.2003,

During the year GmbH had refunded a total sum of Euros 60,000/- at cost in partial divestment of Capital Reserves. i.e Exports of lenses converted into equity. Exchange difference on this transaction has been accounted in Exchange Difference Account.

The GmbH has also intimated to the Company that it holds in the GmbH only one share for the entire investment. No Share Certificate has however been issued to the Company, since as per the German Law no such certificate is required to be issued to the shareholder.

The financial statement of the company and GKB Ophthalmics GmbH, a company incorporated in Germany have however not been consolidated due to absence of subsidiary holding relationship.

8. The Company had during the previous year invested a sum of DHS. 1,50,000/- (Rs. 18,30,150/-) in GKB Ophthalmics Products FZE in SaifZone, Sharjah, U.A.E. The GKB Ophthalmic products FZE (the enterprise) was incorporated on 29-02-2004 in Sharjah Airport International Free Zone, Sharjah as a Free Zone Establishment with limited liability. The FZE has informed the Company that although it holds the entire capital of the FZE there is no "Subsidiary-Holding Company" relationship between the two Companies as per the U.A.E. Laws, The enterprise is licensed to import export and Distribution of Optical Products, The latest financial statement received from the FZE is for the year ended 31.12.2004. As per the statement FZE has earned a profit of DHS. 35042/-,

The FZE has also intimated to the Company that it holds in the establishment only one share of DHS.150000/- for the entire investment.

The financial statement of the company and GKB Ophthalmics Products FZE, an establishment incorporated in U.A.E have however not been consolidated due to absence of subsidiary holding relationship.

9. The interest of Rs. 27,10,881/- charged to the Profit & Loss account is net of the interest earned on following:

2004-2005 2003-2004 *

1) On Deposits, Loans & Others : (Gross) (Tax deducted at source : 9,73,346/- 5,11,020/- Rs. 1,27,864/- Previous year: Rs. 1,00,421/-)

10. The customs clearance charges and traveling expenses charged to Profit & Loss account include Rs. 1,68,000/- (Previous Year Rs Nil) which are not supported by any evidence for having incurred the said expenses, The management has relied on the declarations given by the employees who have incurred these expenses.

11. Prior period adjustment (Net) comprises the following :

2004-2005 2003-2004 Rs. Rs.

i) Stores & Spares 16,954 Nil

ii) Provident Fund NIL 1,08,073

iii) Plant Repairs NIL 98,786

iv) Security Expenses 26,809 6,702

v) Freight & Cartage NIL 35,101

vi) Auditors Remuneration 2,040 9,700

vii) Bonus Paid NIL 14

viii) Miscellaneous Expenses 905 NIL

ix) ESI 7,178 NIL

x) Sales Tax 7,036 NIL

xi) Depreciation/Amortisation 90,900 NIL

1,51,822 2,58,376

12. Sales of goods shown in the Accounts are net of returns relating to earlier years aggregating to Rs. 8,50,035/- (Previous Year Rs. 3,38,103/-)

13. As per the requirement of the standard for accounting for retirement benefits in the financial statement of employers (AS-15) issued by the Institute of Chartered Accountants of India, the provision for leave encashment has to be made for the accrued future liability determined on actuarial basis. However in accordance with the past practice followed by the company, the provision for leave encashment benefits on retirement is made on estimated basis.

16. Deferred Tax,

2004-2005 2003-2004 Deferred Tax Liability on account of:

Depreciation 1,34,44,336 1,42,48,942

Deferred Tax Asset on account of: Expenditure disallowed under Income Tax Act 2,72,574 -

Directors Gratuity & Leave Encashment 6,55,276 (78,914)

Net Deferred tax liability 1,25,16486 1,41,70,028

17. Leases:

The Company had prior to 31.03.2001 taken under financial lease, plant & machinery having an aggregate cost of Rs. 21,18,542/- (31.3.2004 : Rs. 21,18,542). The Company has paid lease rentals of Rs. 6,37,377/- (31.3,2004; Rs. 6,55,782/-) and the future obligation of lease rentals amounts to Rs. 5,06,166/- (31.3.2004 : Rs, 10,01,823/-). The Company has not acquired any asset on lease after 31.03.2001

Lease rentals payable at the Balance Sheet date are as under:

2004-05 2003-04

For a period not later than one year 5,06,166/- 7,42,497/-

For a period later than one year but not later than five years NIL 2,59,326/-

For a period later than five years NIL NIL

5,06,166/- 10,01,823/-

19. Unclaimed Dividend :

There is no amount due to be credited to Investors Education & Protection fund.

20. Payment of Cess :

The Company has not made any provision for the Cess under provision of section 441 A of the Companys Act 1956 in the absence of notification regarding rate and manner of remittance.

21. Earnings per share :

Basic and diluted earnings per share are calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares. The Company does not have any outstanding dilutive potential equity shares. Consequently the basic and diluted earnings per share remain the same,

2004-05 2003-04

Net Profit attributable to shareholders (Rs.): 1,48,61,012 1,32,21,495

Weighted average numbers of equity shares : 41,53,580 41,53,580

Basic earnings per share of Rs. 10/- each (Rs.) : 3.58 3.18

22. Auditors Remuneration (including Service Tax)

2004-05 2003-04 (a) as auditor -

(i) statutory audit 1,00,000 90,000

(ii) tax audit 25,000 20,000

(b) certification charges 44,010 72,620

(c) reimbursement of expenses 4,500 4,000

1,73,510 186,620

24. The Company has been advised that the computation of net profit for the purpose of Directors remuneration under section 349 of Companies Act, 1956 need not be enumerated since no commission by way of percentage of profits is payable for the year to any of the Directors of the Company.

25. Disclosure as required by AS-28 (Impairment of assets)

In terms of accounting Standard 28 (AS-28) there was no impairment Loss on Assets as on 01.04.2004 and also during year under report.

27. Previous years figures have been regrouped and/or rearranged, wherever considered necessary to make their classification comparable with that of the Current year.

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Mar 31, 2003

Out of the above shares, 2744982 shares ore allotted as fully paid up Bonus shares by way of capitalisation of General Reserve and premium on Equity shares.

1. Contingent liabilities not provided for:

a) Letter of credit issued by the Company's Bankers on behalf of the Company outstanding as on 31,03.2003 : Rs. 396,23,891 (Previous year; Rs. 207,77,586)

b) Bank Guarantees issued by the Bank on behalf of the Company : Rs. 44,39,000 (Previous year: Rs. 42,89,000)

c) Bills discounted with the Company's Bankers: Rs, 171,75,459 (Previous year: Rs 91,90,578)

d) Disputed demand in respect of Income Tax : Rs. 36,826 (Previous year: Rs. NIL)

2. Advances recoverable in cash or in kind or for the value to be received include:

i) Amount recoverable from a Director of the Company: Rs. 50,000 (Previous year: Rs. 50,000) Maximum amount due at anytime during the year: Rs. 50,000 (Previous year: Rs. 50,000)

ii) Amount due from M/s. GKB Rx Lens Pvt. Ltd., in which a Director of the Company is a Director.: NIL (Previous year: Rs, 5,00,000). Maximum amount due at anytime during the year: Rs. 5,00,000 (Previous year : Rs. 5,00,000)

iii) Amount due from M/s. GKB Vision Ltd., a Company under the same management: Rs. : NIL (Previous year: Rs. NIL) Maximum amount due at anytime during the year: Rs. NIL (Previous year: Rs. 11,87,965)

iv) Amount due from GKB Marketing Services Pvt.Ltd., a company under the same management: Rs. 9,97,705 (Previous year: Rs. 9,86,836). Maximum amount due at anytime during the year: Rs. 9,97,705 (Previous year : Rs. 9,86,836)

v) Amount due from Mega Motion infotech Pvt. Ltd. in which two directors of the company are directors : Rs. 7,24,959 (Previous year: Rs. 2,24,959). Maximum Amount due at any time during the year: Rs. 7,24,959 (Previous year: Rs. 2,24,959)

3. Sundry Debtors include :

i) Amount due from GKB Marketing Services Pvt. Ltd., a Company under the same management: Rs.1,99,162 (Previous year: Rs.17,82,964) Maximum amount due at any time during the year: Rs.28.38.819 (Previous year : Rs.37,66,795)

ii) Amount due from GKB Ophthalmics GmbH, Bremen - Germany : Rs. 40,01,885 (Previous year: Rs. 77,72,728)' Maximum amount due at any time during the year: Rs. 77,72,728 (Previous year: Rs. 1,12,19,376)

iii) Amount due from M/s. GKB Rx Lens Pvt. Ltd., in which a director of the Company is a director: Rs. 1,01,126 (Previous year: Rs. NIL), Maximum amount due at any time during the year: 1,01,126 (Previous year: Rs, NIL).

4. Balances of Sundry Debtors and Creditors shown in the account are subject to confirmation by the parties concerned.

5. The Company had invested during the earlier years a sum of DM 2,50,000/- (Rs, 53,99,488) in GKB Ophthalmics GmbH (GmbH), a Company incorporated in Germany. The GmbH has informed the Company that although it holds the entire capital of the GmbH there is no "Subsidiary- Holding Company" relationship between the two Companies as per the German Law. According to the latest financial statement received, the GmbH had incurred a loss of DM 1,50,184.65 in the accounting year ended 31,12.2001 as compared to a loss of DM 5,457.35 in the previous year ended31.12.00.

The GmbH has also intimated to the Company that it holds in the GmbH only one share for the entire investment. No Share Certificate has- however been issued to the Company, since as per the German Law no such certificate is required to be Issued to the shareholder.

The financial statement of the company and GKB Ophthalmics GmbH, a company incorporated in Germany have however not been consolidated due to absence of subsidiary holding relationship.

6. The interest charged to the Profit & Loss account is net of the interest earned on following :

2002-2003 2001-2002 On Deposits & Others: (Gross) (Tax deducted at source : Rs. 91,923 (Previous year: Rs. 93,568)) 5,27,822 4,31,997

7. The Company is not able to disclose the names of the small scale industrial undertakings to whom it owes sums outstanding for more than 30 days, on account of non-availability of sufficient information from the suppliers regarding their status under the " Industries (Development and Regulation) Act, 1951".

9. Prior period adjustment account represents: 2002-2003 2001-2002 Rs. Rs.

(i) Credits relating to earlier years 2,832 NIL (ii) Debits relating to earlier years (2,82,691) (3,62,667)

(2,79,859) (3,62,667)

10. Sales of goods shown in the Accounts are net of returns relating to earlier years aggregating to Rs. 45,13,868 (Previous Year Rs. 41,90,026).

11. Related Party Disclosures: The Company has identified all related parties and details of transactions are given below. No provision for doubtful debts or advances is made. Also no amounts have been written off or written back during the year in respect of debts dues from related parties.

(b) Names of related parties and description of relationship, having transactions during the year.

1. Associate Companies/firms :

i) GKB Marketing Services Pvt. Ltd. ii) GKB Vision Limited. iii) GKB Opticals Limited. iv) Gopal Krishna & Brothers. v) GKB Rx Lens Pvt. Ltd. vi) Megamotion Intotech Pvt. Ltd.

2. Key Management Personnel :

i) Mr. K. G. Gupta - Chairman & Managing Director ii) Mr. Vikram Gupta - Wholetime Director.

3. Relatives of Key Management Personnel. :

i) Mrs. Veena Gupta ii) Mr. Gaurav Gupta iii) Mrs. Shefali Chawla iv) Mr. Vipul Chawla v) Mr. R.K. Gupta vi) Mrs. Maltila+a Gupta vii) Mr. B.K. Gup+a viii) Mrs. Uma Gupta ix) Mr. K.M. Gupta x) Mrs. Usha Gupta xi) Mrs. Sushma Gupta xii) Mr. N.K. Gupta xiii) Dr. G.N. Agrawal xiv) Mrs. Beena Agrawal.

Note : related party relationship is as identified by the Company and relied upon by the Auditors.

12. Segment Information :

i) Primary Segments : Business Segment

The Company is primarily engaged in a single segment business of a manufacture and sale of Ophthalmics lenses and that is the only primary reportable segment.

ii) Secondary Segments : Geographical Segment

The Company is a 100% Export Oriented Unit, The secondary segmental reporting is based on the geographical location of customers. The geographical segments have been disclosed based on revenues within India (sales to customers in India) and revenues outside India (sales to customers located outside India)

Revenue: In India Outside India Total

(a) Sales 24,43,583 18,45,28,103 18,69,71,686 (b) Others 11,30,345 - 11,30,345

The Company has common Assets for producing goods for Domestic market and Overseas market Hence separate figures for Assets/additions to Fixed Assets cannot be furnished.

13. Deferred Tax. : 2002-2003 2001-2002

Deferred Tax Liability On account of:

Depreciation 1,25,88,000 -31,32,000 Deferred Tax Asset on Account of: Directors Gratuity & Leave Encashment 4,06,000 NIL

Net Deferred tax liability 1,21,82,000 31,32,000

14. Leases: The Company had prior to 31.03.2001 taken under financial lease, plant & machinery having an aggregate cost of Rs. 21,18,542 (31.3.2002 : Rs. 21,18,542). The Company has paid lease rentals of Rs. 4,39,279 (2001-02: Rs. 2,93,957) and the future obligation of lease rentals amounts to Rs. 16,80,600 (31.3.2002 : Rs. 20,96,884) . The Company has not acquired any asset on lease after 31.3.2001.

15. Buildings;

During the year, the company has purchased a shed constructed on Leasehold Land for a purchase consideration of Rs, 19,77,887/-. The Deed of Sale executed with the party from whom the shed was purchased does hot state the cost of shed and Leasehold land separately. The Company has therefore included the entire consideration in additions made to the Building disclosed in the Schedule of Fixed Assets and necessary depreciation is charged on this Building.

16. Assets acquired on Hire Purchase Arrangement:

The Company has acquired assets under Hire Purchase Agreements. The written down value of such assets in respect of which instalments are outstanding but not due, is Rs. 15,53,187/- as on 31.03.03,

The total of minimum Hire Installments payable at the Balance Sheet date Is as under:

For a period not later than one Year Rs. 2,55,343/-

For a period later than one Year but not later than Five Years Rs. 13,63,693/-

For a period later than Five Years Rs. NIL

17. Unclaimed Dividend :

There is no amount due to be credited to Investors Education & Protection fund.

18. Payment of Cess:

The Company has not made any provision for the Cess under provision of section 441 A of the Company's Act 1956 in the absence of notification regarding rate and manner of remittance.

19. Earnings per share :

Basic and diluted earnings per share are calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares. The Company does not have any outstanding ' dilutive potential equity shares. Consequently the basic and diluted earnings per share remain the same.

Net Profit attributable to shareholders (Rs.) : 94,84,243 Weighted average numbers of equity shares : 41,53,580 Basic earnings per share of Rs. 10/- each (Rs.) : 2.28

20. Previous years figures have been regrouped and/or rearranged, wherever considered necessary to make their classification comparable with that of the Current year.

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Mar 31, 2002

1) Contingent liabilities not provided for:

a) Letter of credit issued by the Companys Bankers on behalf of the Company outstanding as on 31.03.2002: Rs. 2,07,77,586 (Previous year: Rs. 3,37,70,651)

b) Bank Guarantees issued by the Bank on behalf of the Company: Rs. 42,89,000 (Previous year: Rs. 33,21,000)

c) Bills discounted with the Companys Bankers: Rs. 91,90,578 (Previous year: Rs. 63,94,538)

d) Penalty levied by Sales Tax Department which is disputed in appeal: Rs. NIL (Previous year: 10,000)

2) Advances recoverable in cash or in kind or for the value to be received include:

i) Amount recoverable from an Officer of the Company: Rs. 50,000 (Previous year: Rs. NIL) Maximum amount due at anytime during the year: Rs. 50,000 (Previous year. Rs. 50,000)

ii) Amount recoverable from a Managing Director : Rs. NIL (Previous year: NIL). Maximum amount due at anytime during the year: Rs. NIL (Previous year: Rs. 1,91,794)

iii) Amount due from M/s. GKB Rx Lens Pvt. Ltd., in which a director of the Company is a director : Rs. 5,00,000 (Previous year: Rs. 5,00,000)

iv) Amount due from M/s. GKB Vision Ltd., a Company under the same management: Rs. Nil (Previous year : 10,52,248) Maximum amount due at anytime during the year: Rs. 11,87,965 (Previous year: 10,52,248)

v) Amount due from GKB Marketing Services Pvt. Ltd. , a compa ny under the same management: Rs. 9,86,836 (Previous year: NIL) maximum amount due at anytime during the year: 9,86,836/- (Previous year: NIL)

3) Sundry Debtors include:

i) Amount due from GKB Marketing Services Pvt. Ltd., Company under the same management : Rs. 17,82 964 (Previous year: Rs. 37,66,795) Maximum amount due at any time during the year: Rs. 37,66,795 (Previous year. Rs. 56,30,957)

ii) Amount due from GKB Ophthalmics GmbH, Bremen - Germany: Rs. 77,72,728 (Previous year: Rs. 1,12,19,376) Maximum amount due at any time during the year: Rs 1,12,19,376 (Previous year: Rs. 1,79,65,301)

4) Balance of Sundry Debtors and Creditors shown in the account are subject to confirmation by the parties concerned.

5) The Company had invested during the earlier years a sum of DM 2,50,000/- (Rs, 53,99,488) in GKB Ophthalmics GmbH (GmbH), a Company incorporated in Germany. The GmbH has informed the Company that although it holds the entire capital of the GmbH there is no "Subsidiary-Holding Company" relationship between the two Companies as per the German Law. According to the latest financial statement received, the GmbH had incurred a loss of DM 5,457.35 in the accounting year ended 31.12.2000 as compared to a profit of DM 11,783.88 in the previous year ended 31.12.99.

The GmbH has also intimated to the Company that it holds in the GmbH only one share for the entire investment. No Share Certificate has however been issued to me Company, since as per the German Law no such certificate is required to be issued to the shareholder.

The financial statement of the company and GKB Ophthalmics GmbH, a company incorporated in Germany have however not been consolidated due to absence of subsidiary holding relationship.

6) Goods having Invoice value of Rs. 38,68,336 have been returned to the Company by GKB Ophthalmics GmbH offer close of the accounting year under review. The value of these goods which were sold prior to 01.04.01 has however, not been adjusted the sales made during the year under review.

7) The interest charged to the Profit & Loss account is net of the interest earned on following:

2001-2002 2000-2001

1) On Margin Money: (Gross) [Tax deducted of source : Rs. 93,568) (Previous year: Rs. 1,20,750)] 4,31,997 5,92,176

8. The Company is not able to disclose the names of the small scale industrial undertakings to whom it owes sums outstanding for more than 30 days, on account of non-availability of sufficient information from the suppliers regarding their status under the "Industries (Developments Regulation) Act, 1951".

9. Donation to a political party : Nil (Previous year: Rs. 10,000/-)

10. Prior Period adjustments account represents:

2001-2002 2000-2001 Rs. Rs.

i) Credits relating to earlier years NIL NIL

ii) Debits relating to earlier years (3,62,667) (8,600)

(3,62,667) (8,600)

11. Previous years figures have been regrouped and/or rearranged, wherever considered necessary to make their classification comparable with that of the current year.

12. Segment Information:

i) Primary Business Segments.

The Company is primarily engaged in a single segment business of a manufacture and sale of Ophthalmics lenses and that is the only primary reportable segment.

ii) Geographical Segments.

The Company is a 100% Export Oriented Unit. The secondary segmental reporting is based on the geographical location of customers. The geographical segments have been disclosed based on revenues within India (sales to customers in India) and revenues outside lndia(sales to customers located outside India)

i) Information about Secondary Geographical Segments.

In India Outside India Total Revenue:

(a) Sales 10,00,00 13,21,67,410 13,31,67,410

(b) Others - 26,681 26,681

Carrying amount of segments assets. 19,94,93,207 - 19,94,93,207

Additions to fixed assets 58,12,763 - 58,12,763

13. Deferred Taxation : In conformity with Accounting Standard no.22 issued by the Institute of Chartered Accountants of India as "Accounting for taxes on Income", the Company has provided for deferred tax during the year. Accordingly, the deferred tax charge for the year, of Rs. 6,46,000 has been recognized in the Profit & Loss Account and the cumulative net deferred tax liability up to 31st March, 2001 of Rs. 24,86,000 has been deducted from the General Reserve.

14. Leases : The Company had taken under financial lease, plant & machinery having an aggregate cost of Rs. 21,18,542(31.3.2001: Rs. 21,18,542). The Company has paid lease rentals of Rs. 2,93,957 (2000-01: Rs. 31,294) and the future obligation of lease rentals amounts to Rs. 20,96,884(31.3.2001 : Rs. 23,90,841). The Company has not acquired any asset on lease/hire purchase after 31.3.2001.

15. Earnings per share :

Basic and diluted earnings per share are calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares. The Company does not have any outstanding dilutive potential equity shares. Consequently the basic and diluted earnings per share remain the same.

Net Profit attributable to shareholders (Rs.) : 1,05,10,508

Weighted average numbers of equity shares : 41,53,580

Basic earnings per share of Rs. 10/-each (Rs.) : 2.53

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Mar 31, 2001

SHARE CAPITAL

Out of the above shores 2744982 shares are allotted as fully paid up Bonus shares by way of capitalization of General Reserves and premium on Equity shares.

SECURED LOANS

i) Working Capital loan from Bank is secured by Hypothecation of raw materials, stock in process, finished goods, Stores, Spares, Book debts and other receivables, both present and future & further secured by irrevocable joint and several personal guarantees of two Directors of the Company.

ii) Term Loans from Bank is secured by hypothecation of Machinery and Personal Guarantees of two Directors of the Company.

iii) Term Loan instalments falling due within the next 12 months amount to Rs. 15,00,000/- ( Previous year Rs. 31,900/-)

OTHER NOTES

1) Contingent liabilities not provided for:

a) Letter of credit issued by the Company's Bankers on behalf of the Company outstanding as on 31.03.2001 : Rs. 3,37,70,651 (Previous year: Rs. 2,35,5 1,439)

b) Bank Guarantees issued by the Bank on behalf of the Company : Rs. 33,21,000 (Previous year: Rs. 15,32,000)

c) Bills discounted with the Company's Bankers : Rs. 63,94,538 (Previous year: Rs. 94,72,523)

d) Penalty levied by Sales Tax Department which is disputed in appeal: Rs. 10,000 (Previous year: Nil)

2) Advances recoverable in cash or in kind or for the value to be received include:

i) Amount recoverable from an Officer of the Company: Rs. 50,000 (Previous year: Rs. 50,000) Maximum amount due at anytime during the year : Rs. 50,000 (Previous year: Rs. 50,000)

ii) Amount recoverable from a Managing Director : Rs. Nil (Previous year: 1,91,794). Maximum amount due at anytime during the year: Rs. 1,91,794 (Previous year: Rs. 1,91,794)

iii) Amount due from M/s. GKB Rx Lens Pvt. Ltd., In which a director of the Company is a director : Rs. 5,00,000 (Previous year: Rs. 5,00,000)

iv) Amount due from M/s. GKB Vision Ltd., a Company under the same management: Rs. 10,52,248 (Previous year: Nil) Maximum amount due at anytime during the year: Rs. 10,52,248 (Previous year: Nil)

3) Sundry Debtors include :

i) Amount due from GKB Marketing Services Pvt. Ltd., a Company under the same management: Rs. 37,66,795 (Previous year: Rs. 56,30,957) Maximum a mount due at any time during the year: Rs. 56,30,957 (Previous year: Rs. 72,88,735)

ii) Amount due from GKB Ophthalmics GmbH, Bremen - Germany : Rs. 1,12,19,376 ( Previous year: Rs. 1,48,49,199) Maximum amount due at any time during the year : Rs 1,79,65,301 (Previous year : Rs. 2,01,66,469)

4) Balance of Sundry Debtors and Creditors shown in the account are subject to confirmation by the parties concerned.

5) The Company had invested during the earlier years a sum of DM 2,50,000/- (Rs, 53,99,488) in GKB Ophthalmics GmbH (GmbH), a Company incorporated in Germany. The GmbH has informed the Company that although it holds the entire capital of the GmbH there is no "Subsidiary-Holding Company" relationship between the two Companies as per the German Law. The GmbH has incurred a loss of DM 5,457.35 in the accounting year ended 31.1 2.2000 as against a profit of DM 11,78,338 earned during the previous year ended 31.12.99.

The GmbH has also intimated to the Company that it holds in the GmbH only one share for the entire investment. No Share Certificate has however been issued to the Company, since as per the German Law no such certificate is required to be issued to the shareholder.

6) The Company in the earlier year had constructed a factory building on land acquired from Industrial Development Corporation of Goa. During the year under review, the Company has transferred the land along with building at book value of Rs. 1,00,53,264 to GKB Vision Limited, a new Company floated by it. Although this new company was a subsidiary of the Company on the date of transfer, it was not a subsidiary on 31.03.2001.

7) The Company is not able to disclose the amount due to small scale industrial undertakings & also their dues in excess of Rs. 1.00 Lac and outstanding for more than 30 days, on account of non-availability of sufficient information from the suppliers regarding their status under the "Industries (Development & Regulation) Act, 1951".

8) Donation to political party : Nil (Previous year: Rs. 10,000/-)

9) Previous years figures have been regrouped and/or rearranged, wherever considered necessary to make their classification comparable with that of the current year.

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Mar 31, 2000

Notes on Secured Loans :

i) Working Capital loan from Bank is secured by Hypothecation of raw materials, stock in process, finished goods, Stores & Spares, Book debts and other receivables, both present and future & further secured by irrevocable joint and several personal guarantees of two Directors of the Company.

ii) Term Loans from EDC Limited is secured by hypothecation of Machinery and Personal Guarantees of two Directors of the Company.

iii) Term Loan instalments falling due within the next 12 months amount to Rs. 31,900/- (Previous year Rs. 33,33,200)-

Other Notes:

1) Contingent liabilities not provided for :

a) Letter of credit issued by the Company's Bankers on behalf of the Company outstanding as on 31.03.2000 Rs 2,35,51,439 (Previous year : Rs. 92,34,706)

b) Bank Guarantees issued by the Bank on behalf of the Company : Rs. 15,32,000 (Previous year : Rs. 8,19,000)

c) Bills discounted : Rs. 94,72,523 (Previous year : Rs. 1,25,55,848)

2) Advances recoverable in cash or in kind or for the value to be received include :

i) Amount recoverable from an Officer of the Company: Rs. 50,000 (Previous year: Rs. 50,000) Maximum amount due at anytime during the year : Rs. 50,000 (Previous year : Rs. 50,000)

ii) Amount recoverable from a Firm in which a Director is interested as partner : Nil (Previous year : 74,647)

iii) Amount recoverable from a Managing Director : Rs. 1,91,794 (Previous year : Nil)

3) Sundry Debtors include :

i) Amount due from GKB Marketing Services Pvt. Ltd., a Company under the same management as defined under section 370(1-B) of the Companies Act, 1956 : Rs. 56,30,957 (Previous year : Rs. 72,88,735) Maximum amount due at anytime during the year : Rs. 72,88,735 (Previous year : Rs. 83,14,058)

ii) Amount due from GKB Ophthalmics GmbH, Bremen - Germany : Rs. 148,49,199 (Previous year : Rs. 1,02,44,954) Maximum amount due at any time during the year : Rs 201,66,469 (Previous year : Rs. 145,65,742)

4) Balance of Sundry Debtors and Creditors shown n the account are subject to confirmation by the parties concerned.

5) The Company had invested during the years 1997-98 & 1998-99 a sum of DM 2,50,000/- (Rs. 53,99,488) in GKB Ophthalmics GmbH (GmbH), a Company incorporated in Germany. The GmbH has informed the Company that although it holds the entire capital of the GmbH there is no "Subsidiary Holding Company" relationship between the two Companies as per the German Law. The GmbH has incurred a loss of DM 4,216.12 in the accounting year ended 31.12.99 as against a loss of DM 44,987.46 incurred during the previous year ended 31.12.98.

The GmbH has also intimated to the Company that it holds in the GmbH only one share for the entire investment. No Share Certificate has however been issued to the Company, since as per the German Law no such certificate is required to be issued to the shareholder.

6) No provision for Income Tax has been considered necessary in view of admissible relief under the Income Tax Act, 1961.

7) The interest charged to the Profit & Loss account is net of the interest earned on following :

1) On Margin Money : (Gross) (Tax deducted of source : Rs. 87,254) (Previous year: Rs.81,406)

8. The Company is not able to disclose the amount due to small scale industrial undertakings & also their dues in excess of Rs. 1.00 Lakh & outstanding for more than 30 days, on account of non-availability of sufficient information from the suppliers regarding their status under the "Industries (Development& Regulation) Act, 1951".

9. Donation : During the year under review, the Company has given a donation of Rs. 10,000/- to a political party - Bharatiya Janata Party.

10. Prior Period adjustments account represents :

i) Credits relating to earlier years : Rs. 2,25,733

ii) Debits relating to earlier years : Rs. (2,22,000)

Rs. 3,733

11. Previous years figures have been regrouped and/or rearranged, wherever considered necessary to make their classification comparable with that of the current year.

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Mar 31, 1999

Details cannot be disclosed as information is taken from 1999-2000 Annual Report.

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Mar 31, 1997

1) Bank Loan is secured by Hypothecation of raw materials, stock in process, finished goods. stores and spares, book debts and other receivables, both present and future and further secured by irrevocable Joint and several personal guarantees of two Directors of the Company.

2) Term Loan from Economic Development Corporation of Goa. Daman & Diu Limited is secured by Hypothecation of Machinery & Personal guarantees of two Directors of the Company.

3) Term Loan instalment falling due within the next 12 months amounts to Rs. 33.33.200 (Previous year Rs. 33,33,200).

4) Advances recoverable in cash or in kind includes :

i) Rs. 1,07,490 recoverable from a firm in which the Directors are interested as partners (Previous year Rs. 1,07,490)

ii) Rs.49,670 recoverable from a Private Company in which a Director of the Company is a Director.

iii) Amount recoverable from GKB Marketing Services Pvt. Ltd., a Company under the same management as defined under section 370(1-B) of the Companies Act 1956: Rs. 64,93,481 (Previous year : Rs. 29,38,651). Maximum amount due at anytime during the year : Rs. 66,74,353 (Previous year Rs. 29,38,651)

iv) Amount recoverable from wholetime Directors : Rs. 99,000 (Previous year : Nil) Maximum amount due at anytime during the year : Rs. 99.000 (Previous year : Nil)

v) Amount recoverable from an Officer of the Company : Rs. 50,000 (Previous year : Nil) Maximum amount due at anytime during the year : Rs. 50.000 (Previous year : Nil)

5) Balance of Sundry Debtors. Creditors shown in the accounts are subject to confirmation by the parties concerned.

6) The Company has made during the year an estimated provision of Rs. 37,742 in respect of encashment of leave salary in order to comply with the accounting standard on "Accounting for Retirement Benefits (AS 15)", issued by the Institute of Chartered Accountants of India. Consequently profit for the year is lower to that extent.

7) Income tax liability amounting to Rs. 10,61,918 has been computed in accordance with the provisions of Section 115 JA of the Income Tax Act, 1961.

8) Of the 41,53,580 Equity Shares

a) 11,03,600 Equity Shares of Rs. 10/- each were allotted at a premium of Rs. 25/- per share in July, 1996. Barring the shares forfeited on 16.06.97, these shares are entitled to dividend from 1st April, 1996.

b) 2,13,300 shares of Rs. 10/- each (Rs. 5/- paid up) are forfeited on 16.06.97.

c) 27,44,982 shares are allotted as fully paid up Bonus shares capitalizing General Reserves and Premium on ordinary shares.

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Mar 31, 1996

1. No provision for income tax has been considered necessary in view of the tax-holiday benefit and export turnover benefits under section 10 B and under section 80 HHC of the Income tax Act 1961 respectively.

2. Secured loan instalments falling due within the next 12 months amount to : 33,33,200:00 (Previous year : NIL)

3. a. Advances recoverable in cash or kind includes

i) Rs.1,07,489.95 recoverable from a firm in which the Directors are interested as partners (Previous year Rs. 1,18,876.10)

ii) Amount recoverable from GKB Marketing Services Pvt. Ltd., a Company under the same management as defined under section 370 (1-B) of the Companies Act, 1956 : Rs. 29,38,651.00 (Previous year Rs.4,00,000,00) Maximum amount due at anytime during the year - 29,38,651.00 (Previous year Rs. 4,00,000.00)

iii) Amount recoverable from Managing Directors NIL (Previous year : 25,180.00) Maximum amount

b. Amount due from any Officer of the Company at the end of the year : NIL (Previous year 25,180.00) Maximum amount due at anytime during the year : NIL (Previous year : Rs. 25,180.00)

4. Balance of Sundry Debtors, Creditors shown in the accounts are subject to confirmation by the parties concerned.

5. In view of Accounting Standard on "Accounting for the effect of the change in foreign exchange rate" (AS 11), issued by the Institute of Chartered Accountants of India being mandatory with effect from 01-04-95, foreign currency transactions are translated as per the accounting policy referred to in note no.1 (f) above. Consequent to this change, profit for the year is higher by Rs. 10,686.50.

6. Commission on Sales : No provision for commission on sales payable to agents is made since none of the export sales was made against orders solicited through the agents.

7. Miscellaneous expenses do not include any items of expenditure exceeding 1% of the total revenue of the Company or Rs. 5,000.00 whichever is higher.

8. Previous years figures hove been regrouped and/or rearranged, wherever considered necessary, to make their classification comparable with that of the Current year.