We have audited the accompanying standalone financial statements of GKB Ophthalmics Limited ("the Company"), which
comprise the Balance Sheet as at March 31, 2025, and the Statement of Profit and Loss, including Other Comprehensive
Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone
financial statements, including material accounting policy information and other explanatory information (hereinafter referred
to as the "standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give
a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with
Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2025, and loss (including other comprehensive
income), changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities under those Standards are further described in the 'Auditor's
Responsibilities for the Audit of the Standalone Financial Statements' section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together
with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the
Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements for the year ended March 31, 2025. These matters were addressed in the context of our audit
of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in
our report.
1. Contingent Liabilities & Provisions
Refer Note 40 to the accompanying Standalone Financial Statements
The Company has received certain claims from the government authorities, which are disputed, with respect to demands and
penalty for Excise duty, Sales Tax, Goods and Service Tax, Entry Tax and Income tax. These involve a high degree of judgement
to determine probable, possible or a reliable estimate and outcome relating to the timing and the amount of outflow of
resources embodying economic benefits which are also subject to estimation uncertainty since they are currently under
dispute.
Also, the amount of the claims disputed above are material to the financial position and cash flows of the Company.
Accordingly, we have considered it as a KAM.
Our audit procedures, in respect of this matter included but not limited to following:
a. Obtained a detailed understanding of the managements process for determining statutory liabilities, provisions and
contingent liabilities pertaining to claims or disputes.
b. Verified the design and operating effectiveness of the Company's key controls over the estimation, monitoring and
disclosure of provisions and contingent liabilities.
c. Made corroborative inquiries with appropriate level of the management personnel including status update,
expectation of outcomes with the basis, and the future course of action contemplated by the Company.
d. Obtained the understanding of the matters involved by reading the correspondences, communications, minutes of
the Audit Committee and/or the Board meetings and discussions with the appropriate Management personnel.
e. Obtained direct confirmation letters from external legal counsels and reviewed them to assess the likelihood of
outcome, for the purposes of provisioning.
f. Involved our tax experts ("auditor's expert") to evaluate the key assumptions in estimating the tax provisions and
assessed the possible outcome of the assessment / demands of the disputed claims.
g. Evaluated the evidence supporting the judgement of the management about possible outcomes and the
reasonableness of the assumptions and estimates, used in measuring the probable or possible impact.
h. Evaluated appropriateness and adequacy of the disclosures of the contingent liability made in the standalone
financial statements in accordance with the requirements of Ind AS 37 - 'Provisions, Contingent Liabilities and
Contingent Asset' and Ind AS 12 - 'Income Taxes'.
Information Other than the Standalone Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. The other information comprises the Director's
report including Annexures to the Director's Report but does not include the standalone financial statements and our auditor's
report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial
Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that give a true and fair view of the financial position, financial
performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the Accounting Standards specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement
that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the
Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
standalone financial statements.
We give in "Annexure A" a detailed description of Auditor's responsibilities for Audit of the Standalone Financial Statements.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure B" a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books, except:
-for the matters stated in the paragraph 2(vi) below on reporting under Rule 11(g), and
-for the records maintained by the payroll processing and inventory management software, wherein the electronic
back up of books and accounts have not been maintained on a daily basis.
(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Statement of
Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of
account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under
Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the
Board of Directors, none of the directors are disqualified as on March 31, 2025 from being appointed as a director in
terms of Section 164 (2) of the Act.
(f) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in
paragraph 2(b) above on reporting under Section 143(3)(b) and paragraph 2(vi) below on reporting under Rule
11(g).
(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of
the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C".
(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial
statements - Refer Note 40 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company.
iv. 1) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced
or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by
the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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 provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.
2) The Management has represented, that, to the best of its knowledge and belief, no funds have been received
by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the
understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the
Company shall, 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 provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries.
3) Based on the audit procedures performed that have been considered reasonable and appropriate in the
circumstances, and according to the information and explanations provided to us by the Management in this
regard nothing has come to our notice that has caused us to believe that the representations under sub¬
clause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.
v. The Company has neither declared nor paid any dividend during the year.
vi. Based on our examination, which included test checks, 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 software. Further, during the course of our
audit, we did not come across any instance of audit trail feature being tampered with. 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 as explained in Note 65 to the financial statements.
Further, the Company has used two other accounting softwares for maintaining its books of account for processing of
payroll transactions and inventory records respectively during the year ended March 31, 2025. Based on our
examination, the two accounting softwares did not have a feature of recording audit trail (edit log) facility.
3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its
directors is within the limits laid prescribed under Section 197 read with Schedule V of the Act and the rules
thereunder.
For M S K A & Associates
Chartered Accountants
ICAI Firm Registration No. 105047W
Nitin Manohar Jumani
Partner
Membership No. 111700
UDIN: 25111700BMKSHG3928
Place: Pune
Date: May 30, 2025
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