Aditya Vision Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors are pleased to present the 26^th Annual Report of "Aditya Vision Limited" (the Company) along with the Company
Audited Financial Statement for the financial year ended on March 31, 2025.

1. FINANCIAL RESULTS:

Particulars	Year ended (2024-25)	Year ended (2023-24)
Revenue from operations	2259.77	1743.29
Less: Expenditure	2055.71	1575.80
Earning before financial charges, depreciation & amortization and taxes (EBITDA)	204.06	167.49
Less: Depreciation & Amortization	37.02	28.58
Financial Charges	31.70	38.76
Provision for taxes	37.63	29.60
Add: Other Income	7.78	6.52
Earnings/Profit after taxes (PAT)	105.49	77.07

2. REVIEW OF BUSINESS OPERATION:

During the year under review, your Company has earned
revenue of ?2260 crore against ?1743 crore in the
previous year registering a growth of 30% Y-O-Y on net
sales basis. EBITDA grew in absolute terms 22% to ?204
crore in current year from ?167 crore in previous year and
EBITDA margin at 9% in current year. Company’s net profit
after tax jumped by 37% to ?105 crore from ?77 crore in
the previous year. SSSG for the FY25 stood at 15%.

The Company also achieved a unique milestone by joining
the league of listed entities with a net profit exceeding
?100 crores.

3. DIVIDEND:

The Board is pleased to recommend a final dividend of
110% or ?1.10/- on face value of Re. 1/- each per share for
the financial year ended March 31, 2025.

The said dividend on equity shares is subject to the
approval of the Shareholders at the ensuing Annual
General Meeting (''AGM’) scheduled to be held on Tuesday,
July 15, 2025.

4. LISTING ON NSE:

During the financial year, your Company listed its equity
shares on the National Stock Exchange of India Limited
(NSE) with effect from November 06, 2024. The listing has
significantly enhanced the Company’s market presence,
improved liquidity for shareholders, and positioned it for
accelerated growth and wider investor participation.

5. SHARE CAPITAL:

ESOP Allotment- During the year, the Company has
allotted 47,400 (Forty-Seven Thousand Four Hundred)
Equity Shares of face value of ?10/-each, pursuant to
exercise of Stock Options granted under Aditya Vision -

Employees Stock Option Plan 2021 ("ESOP Plan -2021") as
on June 14, 2024. Consequently, the Issued, Subscribed
and Paid-up capital of the Company stands increased
from ?12,81,89,050/- to ?12,86,63,050 comprising of
1,28,66,305 equity shares of face value of ?10/- each.

Sub-Division/Split of equity shares- The Board of
Directors, at its meeting held on July 03, 2024, approved
the sub-division of 1 (one) equity share of face value ?10/-
each into 10 (ten) equity shares of face value ?1/- each.
The said sub-division was subsequently approved by
the shareholders at the Annual General Meeting held on
August 02, 2024. Accordingly, the sub-division of equity
shares was effected on August 27, 2024, which was fixed
as the Record Date for determining the entitlement of
shareholders for the purpose of the sub-division/split of
equity shares of the Company.

Pursuant to the sub-division of equity shares, Clause V
of the Memorandum of Association of the Company was
altered to reflect the new capital structure.

Share Capital as on March 31, 2025:-

Particulars as on March 31, 2025	Amount (in ?)
Authorized Capital
15,00,00,000 Equity shares of ?1/- each	15,00,00,000
Issued, Subscribed and Paid-Up Share Capital
12,86,63,050 Equity shares of ?1/- each	12,86,63,050

6. DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIES:

Since, your company is neither having any subsidiaries
or associate companies nor has entered into any joint
ventures with any other company, the provision is
not applicable.

by rotation and being eligible, offers herself for re¬
appointment at the ensuing 26^th Annual General
Meeting of the Company.

Subsequent to the end of the financial year March 31,2025

(b) Appointment/ Re-appointment of Directors -

The board of Directors of the Company at its
meeting held on May 09, 2025, has approved the re¬
appointment of Mr. Ravinder Zutshi (DIN:00520290)
as Non-Executive Independent Director of the
company for a further term of five (5) consecutive
years w.e.f. May 20, 2025 to May 19, 2030 (both days
inclusive), subject to the approval of the shareholders
at the ensuing Annual General Meeting.

The board of Directors of the Company at its
meeting held on June 13, 2025 has approved the
appointment of Ms. Rashi Vardhan (DIN:11119897)
as an Additional Non-Executive Director of the
company w.e.f. June 14, 2025, liable to retire by
rotation, subject to the approval of the shareholders
at the ensuing Annual General Meeting.

(c) Changes in the Key Managerial Personnel-

Retirement - Retirement of Mr. Dhananjay Singh,
upon attaining the age of Superannuation, from the
office of Chief Financial Officer (Key Managerial
Personnel) of the Company w.e.f. the close of
business hours on May 31, 2025.

The Board, noted the same and recorded its sincere
appreciation and gratitude for his dedicated 20
years of service and significant contributions during
his tenure with the Company.

Appointment- The board of Directors of the Company
at its meeting held on May 09, 2025, has approved
the approved the Appointment of Mr. Vikash Kumar
as the Chief Financial Officer (Key Managerial
Personnel) of the Company with effect from June
01, 2025, based on the recommendation of the
Nomination and Remuneration Committee and Audit
Committee of the Company.

Pursuant to the provisions of section 203 of the
Companies Act, 2013, the Key Managerial Personnel
(KMPs) of the Company as on June 13, 2025 are:-

Mr. Yashovardhan Sinha - Chairman &

Managing Director

Mr. Nishant Prabhakar - Whole Time Director
Mrs. Yosham Vardhan - Whole Time Director
Ms. Akanksha Arya - Company Secretary

Mr. Vikash Kumar - Chief Financial Officer

(appointed w.e.f.

June 01,2025)

7. MEETING HELD:

The details pertaining to number of Board Meetings
held during the financial year under review set out in the
Corporate Governance Report.

8. MEETING OF INDEPENDENT DIRECTORS:

The meeting of independent directors of company during the
year under the requirement of Regulation 24 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, is set out in Corporate Governance Report.

9. CORPORATE GOVERNANCE REPORT:

In terms of Regulation 34(3) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations,
2015 the Corporate Governance Report, the Management
Discussion & Analysis Statement, and the Auditors’
Certificate regarding Compliance to Corporate
Governance requirements are part of this Annual Report.

10. CLASSES OF SHARES:

As on date, the Company has only one class of share
capital i.e. Equity Shares of Re 1/- each.

11. DEPOSITS:

During the financial year 2024-25, your Company has not
accepted any fixed deposits within the meaning of section
73 and 74 of the Companies Act, 2013 read together with
the Companies (Acceptance of Deposits) Rules, 2014.

12. TRANSFER TO RESERVES:

During the year under review this item is explained under
the head "Reserve & surplus” forming part of the Balance
Sheet, as mentioned in the Note no. 13 of significant
accounting policies and notes forming part of the
financial statements

13. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the
year under review as stipulated under Regulation 34(2)
(e) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations) is presented in a separate
section forming part of this Annual Report.

14. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013
read with Section 134(3)(a) of the Companies Act, 2013,
the Annual Return of the Company as on March 31,
2025 is available on the website of the Company and
can be assessed at: https://aditvavision.in/investors/
disclosures-under-regulation-46-lodr.html.

15. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of
the Companies Act, 2013 the Board hereby submits its
responsibility Statement:

a) in the preparation of the annual accounts for the year
ended March 31, 2025 the applicable accounting
standards read with requirements set out under
Schedule III to the Act, have been followed and there
are no material departures from the same;

b) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company as at March 31,2025 and of the profit/
loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities;

d) The Directors have prepared the annual accounts on
a ''going concern’ basis;

e) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
are operating effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

16. REVIEW OF OPERATION:

During the financial year 2024-25, the Company opened
a total of 30 new stores across three states: 8 in Bihar, 5
in Jharkhand, and 17 in Uttar Pradesh.

As on March 31,2025, the total store count stands at 175,
with the following geographic distribution:

Bihar: 112 stores, covering all 38 districts

Jharkhand: 29 stores, present in 21 out of 24 districts

Uttar Pradesh: 34 stores, operating in 20 out of 75 districts

17. CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the
nature of business of the company.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company has an
optimum combination of Executive, Non-Executive and
Independent Directors.

(a) Directors retiring by rotation-

Pursuant to the provisions of section 152 of the
Companies Act, 2013, Mrs. Sunita Sinha who retires

19. PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as
required under Section 197 (12) of the Companies Act,
2013 read with Rule 5 (2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
forms part of this Report as "Annexure B”.

20. DIVIDEND DISTRIBUTION POLICY:

In accordance with Regulation 43A of the SEBI Listing
Regulations, the Board of Directors of the Company
has adopted a Dividend Distribution Policy which
endeavours for fairness, consistency and sustainability
while distributing profits to the shareholders. The same is
available on the Company’s website and can be assessed
at: https://adityavision.in/investors/disclosures-under-
regulation-46-lodr.html.

21. COMMITTEES OF THE BOARD:

There are currently four Committees of the Board,
as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Risk Management Committee

5. Corporate & Social Responsibility Committee

Details of all the Committees along with their charters,
composition and meetings held during the year, are
provided in the "Corporate Governance Report”, a part of
this Annual Report.

22. DECLARATION BY INDEPENDENT DIRECTORS:

All independent directors of the Company have
submitted the requisite declarations confirming their
ongoing compliance with the criteria of independence
as prescribed under Section 149(6) of the Companies
Act, 2013 and Regulation 16(1 )(b) of the SEBI (LODR)
Regulations, 2015. Furthermore, they have affirmed their
adherence to the Code of Conduct outlined in Schedule
IV of the Act.

These declarations include confirmations that they are
not barred from holding the office of director by any SEBI
order or any other authoritative body and have maintained
their registration with the database of the Indian Institute
of Corporate Affairs (IICA). The Board based on thorough
evaluation, is of the opinion that all independent directors
consistently demonstrate integrity, expertise, and
experience, significantly contributing to the governance
of the Company.

Additionally, all directors of the Company have confirmed
that there are no disqualifications against them for
appointment as directors, in accordance with Section
164 of the Companies Act, 2013.

DISCLOSURE RELATING TO REMUNERATION AND
NOMINATION POLICY:-

The Board of Directors has framed a policy which lays
down a framework in relation to remuneration of Directors,
Key Managerial Personnel and Senior Management of the
Company. This policy also lays down criteria for selection
and appointment of Board Members. The details of this
policy are explained in Corporate Governance Report.

23. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the
Board has carried out an annual performance evaluation
of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination
& Remuneration and Stakeholders Relationship
Committees. The manner in which the evaluation has
been carried out has been explained in the Corporate
Governance Report.

24. ESOP:

Nomination and Remuneration Committee of the Board
of Directors of the Company, inter alia, administers
and monitors the Employees’ Stock Option Plan of the
Company in accordance with the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021. There was no change in the
ESOP Plan of the Company during the year.

During the year under report, the company has only one
ESOP scheme i.e. "Aditya Vision Employees Stock Option
Plan 2021" for granting stock options to the employees
in accordance with SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021.

Disclosures with respect to Stock Options, as required under
Rule 12 (9) of Companies (Share Capital and Debentures)
Rules, 2014 and Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 are available on the
Company’s website https://adityavision.in/investors/
disclosures-under-regulation-46-lodr.html

25. RELATED PARTY TRANSACTIONS:

During the financial year 2024-25 there were no
transactions with related parties which qualify as
material transactions under the Listing Agreement. Thus
disclosure in form AOC-2 is not required. Further, there
were not material related party transactions during the
year under review with the Promoters, Directors or Key
Managerial Personnel.

26. STATUTORY AUDITOR:

M/s Nirmal & Associates, Chartered Accountants (Firm
Registration No. 002523C) have been appointed as the
Statutory Auditor of the Company at the 22^nd Annual
General Meeting held on September 23, 2021 who holds
the office from the conclusion of the 22^nd AGM till the
conclusion of 27^th AGM of the Company to be held in the
Calendar year 2026.

27. SECRETARIAL AUDITOR:

The Secretarial Audit Report issued by M/s Deepak
Dhir & Associates, practising Company Secretaries for
Financial year 2024-25 is annexed as "Annexure- A” to this
Report. The Secretarial Auditor’s Report to the Members
does not contain any qualification or reservation which
has any material adverse effect on the functioning of
the Company.

Further, pursuant to the provisions of Regulation
24A & other applicable provisions of the SEBI Listing
Regulations read with Section 204 read with Rule 9 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee
and the Board of Directors at their respective meetings
held on June 13, 2025 have approved & recommended
for approval of Members, appointment of M/s Deepak
Dhir & Associates, Practicing Company Secretaries (Firm
Registration Number S2016DE432300) as Secretarial
Auditor for a term of up to 5(Five) consecutive years, from
April 1, 2025 up to March 31, 2030.

A detailed proposal for appointment of Secretarial auditor
forms part of the Notice convening this AGM.

28. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Your Company has undertaken an audit for the financial
year 2024-25 for all applicable compliances as per
Securities and Exchange Board of India Regulations and
Circulars/Guidelines issued thereunder. The Secretarial
Compliance Report for the financial year 2024-25, does
not contain any qualification, reservation or adverse
remark. The Secretarial Compliance Report has been
provided in an Annexure A-1 along with Secretarial
Audit Report.

29. COST AUDITOR:

As per the requirement of the Central Government and
pursuant to section 148 of the Companies Act, 2013,
read with Companies (Cost Records and Audit) Rules,
2014 as amended from time to time, your company
hereby confirms that the provisions of this section is not
applicable, hence your company needs not required to
appoint cost auditor for the financial year 2024-25.

30. INTERNAL AUDIT AND CONTROLS:

Your Company has appointed M/s D. K. Verma & Co.
as its Internal Auditor of the Company for the Financial
Year 2024-25. During the year, the Company continued
to implement their suggestions and recommendations
to improve the control environment. Their scope of
work includes review of processes for safeguarding the
assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing
the internal control strengths in all areas. Internal Auditors
findings are discussed with the process owners and
suitable corrective actions taken has been taken as per
the directions of Audit Committee on an ongoing basis to
improve efficiency in operations.

31. AUDITORS'' REPORT:

The observations made by the Auditors are self
explanatory and have also been explained in the notes
forming part of the accounts, wherever required.

32. DETAILS ON INTERNAL FINANCIAL CONTROLS
RELATED TO FINANCIAL STATEMENTS:

Your Company has adopted accounting policies which
are in line with the Accounting Standards prescribed in
the Companies (Accounting Standards) Rules, 2006 that
continue to apply under Section 133 and other applicable
provisions, if any, of the Companies Act, 2013 read with
Rule 7 of the Companies (Accounts) Rules, 2014 and
relevant provisions of the Companies Act, to the extent
applicable. These are in accordance with generally
accepted accounting principles in India.

33. LOANS, GUARANTEES AND INVESTMENTS:

The details of loans, guarantees and investments under
Section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules,
2014 are given in the notes to the Financial Statements.

34. DISCLOSURES AS PER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

Your Company has zero tolerance for sexual harassment
at workplace and has adopted a Policy on prevention,
prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules
thereunder for prevention and redressal of complaints of
sexual harassment at workplace.

Company has not received any complaint on sexual
harassment during the financial year 2024-25.

35. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility
(CSR) Policy of the Company and the initiatives
undertaken by the Company on CSR activities during
the year are set out in Annexure -"C” to this Report in
the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014. For other
details regarding the CSR Committee, please refer to the
Corporate Governance Report.

36. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of
ethical, moral and legal business conduct. Accordingly,
the Board of Directors has formulated a Whistle Blower
Policy which is in compliance with the provisions of
Section 177 (10) of the Companies Act, 2013. The policy
provides for a framework and process whereby concerns
can be raised by its employees against any kind of

discrimination, harassment, victimization or any other
unfair practice being adopted against them. More details
on the vigil mechanism and the Whistle Blower Policy
of your Company have been outlined in the Corporate
Governance Report which forms part of this report.

37. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule, 8 of The Companies (Accounts)
Rules, 2014, are as under-

(A) Conservation of Energy:

The Company is not engaged in any production
or manufacturing activities. As a result, energy
consumption is minimal and is primarily limited to
the operations of its offices and showrooms.

(B) Technology Absorption:

Your company has not imported any technology
during the year and as such there is nothing to report.

(C) Foreign Exchange Earnings and Outgo:

(''In crores)
31.03.2025 31.03.2024

Foreign Exchange Earnings NIL NIL

Foreign Exchange Outgoings NIL NIL

38. GENERAL:

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were
no transactions for the same during the year under review:

(a) Material changes and/ or commitments that could
affect the Company’s financial position, which have
occurred between the end of the financial year of the
Company and the date of this report;

(b) Significant or material orders passed by the
Regulators or Courts or Tribunals, impacting the
going concern status and Company’s operations
in future;

(c) Frauds reported as per Section 143(12) of the
Companies Act, 2013;

(d) The details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their
status as at the end of the financial year; and

(e) The details of difference between amount of the
valuation done at the time of one-time settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof.

39. Acknowledgement:

The Board of Directors would like to express their sincere appreciation for the cooperation and assistance received from customers,
suppliers, employees, shareholders, bankers, Government agencies, financial institutions, regulatory bodies and other business
constituents during the year under review.

The Board also appreciates and value the contribution made by all executives, officers and staff of the Company.

By Order of the Board of Directors
For Aditya Vision Limited

Place: Patna Yashovardhan Sinha

Date: June 13, 2025 Chairman & Managing Director

DIN: 01636599

---

Mar 31, 2024

The Directors are pleased to present the 25^th Annual Report of "Aditya Vision Limited” (the Company) along with the Company Audited Financial Statement for the financial year ended on March 31, 2024.

1. FINANCIAL RESULTS:

(Rs. in Crores)
Particulars	Year ended (2023-24)	Year ended (2022-23)
Revenue from operations	1743.29	1322.23
Less: Expenditure	1575.80	1189.25
Earning before financial charges, depreciation & amortization and taxes (EBITDA)	167.49	132.98
Less: Depreciation & Amortization	28.58	20.42
Financial Charges	38.76	29.50
Provision for taxes	29.60	21.85
Add: Other Income	6.52	2.93
Earnings/Profit after taxes (PAT)	77.07	64.14

2. REVIEW OF BUSINESS OPERATION:

During the year under review, your Company has earned revenue of H1743 crore against H1322 crore in the previous year registering a growth of 32% YOY on net sales basis. EBITDA grew in absolute terms 26% to H167 crore in current year from H133 crore in previous year. Company’s net profit after tax jumped by 20% to H77 crore from H64 crore in the previous year.

Your Company undertook fund raising by way of Preferential Issue of 7,90,405 equity shares to Capital Group, one of the largest foreign institutional investors in the world, at a price of H3573.17/- per share aggregating to H282.42 crore for Repayment/ prepayment, in full or part, of certain borrowing availed by the Company, working capital requirements and general corporate purpose. The allotment of shares to the said investor was made on March 01, 2024.

3. DIVIDEND:

Your Directors are pleased to recommend for your approval, a Final Dividend of 90% or H9/- on face value of H10/- each per share for the financial year ended March 31, 2024. The Special Dividend as an Interim Dividend of H5.10/- per equity share was paid on Friday, April 05, 2024 to commemorate company’s 25^th year of existence.

The Final Dividend, subject to the approval of Members at the ensuing Annual General Meeting. The total dividend

for the financial year 2023-24, including the proposed Final Dividend, amounts to H14.10/- per equity share.

4. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:

Since, your company is neither having any subsidiaries or associate companies nor has entered into any joint ventures with any other company, the provision is not applicable.

5. MEETING HELD:

The details pertaining to number of Board Meetings held during the financial year under review set out in the Corporate Governance Report.

6. MEETING OF INDEPENDENT DIRECTORS:

The meeting of independent directors of company during the year under the requirement of Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is set out in Corporate Governance Report.

7. CORPORATE GOVERNANCE REPORT:

In terms of Regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Corporate Governance Report, the Management Discussion & Analysis Statement, and the Auditors’ Certificate regarding Compliance to Corporate Governance requirements are part of this Annual Report.

8. CLASSES OF SHARES:

As on date, the Company has only one class of share capital i.e. Equity Shares of H10/- each.

9. SHARE CAPITAL:

The Authorized share capital of the Company as on March 31, 2024 was H15,00,00,000/- comprising of 1,50,00,000 equity shares of H10/- each.

The issued, subscribed and paid-up equity share capital of the Company as on March 31,2024 was H12,81,89,050/ - comprising of 1,28,18,905 equity shares of H10/- each.

There was no public issue, rights issue or bonus issue etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares during the year.

During the Financial year 2023-24, the paid-up share capital of the Company has increased from H12,02,85,000/- to H12,81,89,050/- upon allotment of 7,90,405 equity shares of H10/- each on preferential basis.

10. DEPOSITS:

During the financial year 2023-24, your Company has not accepted any fixed deposits within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

11. TRANSFER TO RESERVES:

During the year under review this item is explained under the head "Reserve & surplus” forming part of the Balance Sheet, as mentioned in the Note no. 13 of significant accounting policies and notes forming part of the financial statements.

12. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is presented in a separate section forming part of this Annual Report.

13. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2024 is available on the website of the Company at www.adityavision.i .

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:-

a) in the preparation of the annual accounts for the year ended March 31, 2024 the applicable accounting

standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit/ loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a

''going concern’ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. REVIEW OF OPERATION:

In FY 2023-24, your company opened 18 showrooms in Bihar, 8 showrooms in Jharkhand and 14 showrooms in Uttar Pradesh, total 40 showroom opened. In the current financial year 2024-25 the company has opened 5 new showrooms taking the total count of showrooms to 150 till date.

16. CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the nature of business of the company.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment-

The Board of Directors at its meeting held on May 19, 2023 appointed Mr. Ravinder Zutshi (DIN: 00520290) as Additional Director designated as a Non-Executive Independent Director and Mrs. Yosham Vardhan (DIN: 06576931) as an Additional Director (Whole Time) on the Board of Directors of the Company w.e.f. May 20, 2023, and was regularized in the Annual General Meeting held on Thursday, August 17, 2023.

The Board of Directors at its meeting held on July 21, 2023 appointed Mrs. Apeksha Agiwal (DIN:10083559) as an Additional Director designated as a Non-Executive Independent Director w.e.f. July 21, 2023, and was regularized in the Annual General Meeting held on Thursday, August 17, 2023.

Directors retiring by rotation-

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mrs. Sunita Sinha who retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMPs) of the Company are :-

Mr. Yashovardhan Sinha - Managing Director

Mr. Nishant Prabhakar - Whole Time Director

Mrs. Yosham Vardhan - Whole Time Director

Mr. Dhananjay Singh - Chief Financial Officer

Ms. Akanksha Arya - Company Secretary

18. PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as "Annexure B”.

19. DVIDEND DISTRIBUTION POLICY:

In accordance with Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. The same is available on the Company’s website at https://www.adityavision.ii .

20. COMMITTEES OF THE BOARD:

There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Risk Management Committee

5. Corporate & Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Corporate Governance Report”, a part of this Annual Report.

21. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

22. DISCLOSURE RELATING TO REMUNERATION AND NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection

and appointment of Board Members. The details of this policy are explained in Corporate Governance Report.

23. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

24. ESOP PLANS:

Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees’ Stock Option Plan of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. There was no change in the ESOP Plan of the Company during the year.

During the year under report, the company has only one ESOP scheme i.e. "Aditya Vision Employees Stock Option Plan 2021” for granting stock options to the employees in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Disclosures with respect to Stock Options, as required under Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are annexed herewith as Annexure - D to this report.

25. RELATED PARTY TRANSACTIONS:

During the financial year 2023-24 there were no transactions with related parties which qualify as material transactions under the Listing Agreement. Thus disclosure in form AOC-2 is not required. Further, there were not material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

26. STATUTORY AUDITOR:

M/s Nirmal & Associates, Chartered Accountants (Firm Registration No. 002523C) have been appointed as the Statutory Auditor of the Company at the 22^nd Annual General Meeting held on September 23, 2021 who holds the office from the conclusion of the 22^nd AGM till the conclusion of 27^th AGM of the Company to be held in the Calendar year 2026.

27. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Deepak Dhir & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

(A) Conservation of Energy:

The production and manufacturing activities are not carried on by the Company and due to that no usage of energy. Hence, no steps are taken by the Company for conservation of energy.

(B) Technology Absorption:

Your Company has not imported any technology during the year and as such there is nothing to report.

(C) Foreign Exchange Earnings and Outgo:

(H In crore)
	March 31, 2024	March 31, 2023
Foreign Exchange Earnings	NIL	NIL
Foreign Exchange Outgoings	NIL	NIL

38. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

(a) Material changes and/ or commitments that could affect the Company’s financial position, which have occurred between the end of the financial year of the Company and the date of this report;

(b) Significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and Company’s operations in future;

A Secretarial Audit Report in Form MR-3 given by M/s Deepak Dhir & Associates, Practicing Company Secretaries has been provided in an Annexure-''A” which forms part of the Directors Report. There is no qualification, reservation or adverse remark made in their Secretarial Audit Report submitted to the Company.

28. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Your Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Secretarial Compliance Report for the financial year 2023-24, does not contain any qualification, reservation or adverse remark. The Secretarial Compliance Report has been provided in an Annexure A-1 along with Secretarial Audit Report.

29. COST AUDITOR:

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section is not applicable, hence your company needs not required to appoint cost auditor for the financial year 2023-24.

30. INTERNAL AUDIT AND CONTROLS:

Your Company has appointed M/s D. K. Verma & Co. as its Internal Auditor of the Company for the Financial Year 2023-24. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken has been taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

31. AUDITORS'' REPORT:

The observations made by the Auditors are self explanatory and have also been explained in the notes forming part of the accounts, wherever required.

32. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, to the extent applicable. These are in accordance with generally accepted accounting principles in India.

33. LOANS, GUARANTEES AND INVESTMENTS:

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

34. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

Company has not received any complaint on sexual harassment during the financial year 2023-24.

35. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-"C” to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report.

36. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as under-

(c) Frauds reported as per Section 143(12) of the Companies Act, 2013;

(d) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year; and

(e) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

39. ACKNOWLEDGEMENT:

The Board of Directors would like to express their sincere appreciation for the cooperation and assistance received from customers, suppliers, employees, shareholders, bankers, Government agencies, financial institutions, regulatory bodies and other business constituents during the year under review.

The Board also appreciates and value the contribution made by all executives, officers and staff of the Company.

---

Mar 31, 2023

The Directors are pleased to present the 24th Annual Report of "Aditya Vision Limited" (the Company) along with the Company Audited Financial Statement for the financial year ended on March 31, 2023.

1. FINANCIAL RESULTS		(Rs. in Crores)
Particulars:	Year ended (2022-23)	Year ended (2021-22)
Revenue from operations	1322.23	899.11
Less: Expenditure	1189.25	816.06
Earning before financial charges, depreciation & amortization and taxes (EBITDA)	132.98	83.05
Less: Depreciation & Amortization	20.42	16.06
Financial Charges	29.50	25.32
Provision for taxes	21.85	7.86
Add: Other Income	2.93	1.46
Earnings/Profit after taxes (PAT)	64.14	35.27

2. REVIEW OF BUSINESS OPERATION

During the year under review, the Company has earned revenue of H1322 crore against H899 crore in the previous year registering a growth of 47% YOY on net sales basis. EBITDA grew from 9.2% to 10% with a growth of 8.3% as compared to last year and in absolute terms 60.1% to H132.9 crore in current year from H83 crore in previous year. Company''s net profit after tax jumped by 82% to H64.1 crore from H35.2 crore in the previous year.

3. DIVIDEND

Your Directors are pleased to recommend for your approval, a final dividend of 75% or H7.50/- on face value of H10/- each per share for the financial year ended March 31, 2023.

4. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

Since, your company is neither having any subsidiaries or associate companies nor has entered into any joint ventures with any other company, the provision is not applicable.

5. MEETING HELD

The details pertaining to number of Board Meetings held during the financial year under review set out in the Corporate Governance Report.

6. MEETING OF INDEPENDENT DIRECTORS

The meeting of independent directors of company during the year under the requirement of Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is set out in Corporate Governance Report.

7. CORPORATE GOVERNANCE REPORT

In terms of Regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Corporate Governance Report, the Management Discussion & Analysis Statement, and the Auditors'' Certificate regarding Compliance to Corporate Governance requirements are part of this Annual Report.

8. CLASSES OF SHARES

As on date, the Company has only one class of share capital i.e. Equity Shares of H10/- each.

9. SHARE CAPITAL

The Authorized share capital of the Company as on March 31, 2023 was H15 crore and the Issued, Subscribed and paid-up Equity Share Capital of the Company as on March 31, 2023 was H12.02 crore.

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares during the year.

10. DEPOSITS

During the financial year 2022-23, your Company has not accepted any fixed deposits within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

11. TRANSFER TO RESERVES

During the year under review this item is explained under the head "Reserve & surplus" forming part of the Balance Sheet, as mentioned in the Note no. 13 of significant accounting policies and notes forming part of the financial statements

12. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

13. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on 31st March, 2023 is available on the website of the Company at www. adityavision.in.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit/ loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a ''going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. REVIEW OF OPERATION

In FY 2022-23, the company opened 11 showrooms in Bihar, 12 showrooms in Jharkhand and 3 showrooms in Uttar Pradesh, total 26 showroom opened. In the current financial year FY 2023-24 the company has opened 12 new showrooms taking the total count of showrooms to 117 till date. In the coming months, the company plans to open new showrooms.

16. CHANGE IN NATURE OF BUSINESS

During the year under review, there is no change in the nature of business of the company.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment-

The Board of Directors at its meeting held on 01st July 2022, appointed Mr. Nusrat Syed Hassan (DIN: 01885538) and Mr. Rahul Kumar (DIN: 07278945) as Additional Directors designated as a Non-Executive Independent Directors on the Board of Directors of the Company w.e.f. 01st July, 2022 and was regularized in AGM held on 30th September, 2022.

Subsequent to the end of the financial year March 31, 2023-

The Board of Directors at its meeting held on 19th May, 2023 appointed Mr. Ravinder Zutshi (DIN: 00520290) as an Additional Director designated as a Non-Executive Independent Director and Mrs. Yosham Vardhan (DIN:06576931) as an Additional Director (Whole Time) on the Board of Directors of the Company w.e.f. 20th May, 2023, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

The Board of Directors at its meeting held on 21st July, 2023 appointed Mrs. Apeksha Agiwal (DIN:10083559) as an Additional Director designated as a Non-Executive Independent Director w.e.f. 21st July, 2023, subject

to the approval of shareholders at the ensuing Annual General Meeting of the Company.

Resolution seeking shareholders approval for the appointment of Mr. Ravinder Zutshi (DIN: 00520290), Mrs. Yosham Vardhan (DIN: 06576931) and Mrs. Apeksha Agiwal (DIN:10083559) along with other required details are provided as an Annexure to Notice of the Annual General Meeting.

Directors retiring by rotation-

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mrs. Sunita Sinha who retires by rotation and being eligible, offers herself for reappointment at the ensuing Annual General Meeting of the Company.

Resignation-

Mr. Ravi Prakash Chamria (DIN- 01113278) and Mr. Anant Upadhyay (08847156) Independent Directors, resigned from the Board of Directors of the Company with effect from June 01, 2022 and June 20, 2022 respectively due to some personal and unavoidable reasons.

Pursuant to the provisions of section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMPs) of the Company are :-

Mr. Yashovardhan Sinha - Managing Director Mr. Nishant Prabhakar - Whole-Time Director Mr. Dhananjay Singh - Chief Financial Officer Ms. Akanksha Arya - Company Secretary

18. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as "Annexure B".

19. COMMITTEES OF THE BOARD

There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate & Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Corporate Governance Report", a part of this Annual Report.

20. DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria

of independence laid down in Section 149(6) of the Companies Act, 2013.

21. DISCLOSURE RELATING TO REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in Corporate Governance Report.

22. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

23. ESOP PLANS

Nomination and Remuneration Committee of the Board, inter alia, administers and monitors the Employees'' Stock Option Plan of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. There was no change in the ESOP Plan of the Company during the year.

During the year under report, the company has only one ESOP scheme i.e. "Aditya Vision Employees Stock Option Plan 2021" for granting stock options to the employees in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Disclosures with respect to Stock Options, as required under Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are annexed herewith as Annexure - D to this report.

24. RELATED PARTY TRANSACTIONS

During the financial year 2022-23, there were no transactions with related parties which qualify as material transactions under the Listing Agreement. Thus disclosure in form AOC-2 is not required. Further, there were not material related party transactions during the year under review with the Promoters, Directors, or Key Managerial Personnel.

25. STATUTORY AUDITOR

M/s Nirmal & Associates, Chartered Accountants (Firm Registration No. 002523C) have been appointed as the Statutory Auditor of the Company at the 22nd Annual

General Meeting held on September 23, 2021 who holds the office from the conclusion of the 22nd AGM till the conclusion of 27th AGM of the Company to be held in the Calendar year 2026.

26. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Deepak Dhir & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2022-23.

A Secretarial Audit Report in Form MR-3 given by M/s Deepak Dhir & Associates, Practicing Company Secretaries has been provided in an Annexure-"A" which forms part of the Directors Report. There is no qualification, reservation or adverse remark made in their Secretarial Audit Report submitted to the Company.

27. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Secretarial Compliance Report for the financial year 2022-23, does not contain any qualification, reservation or adverse remark. The Secretarial Compliance Report has been provided in an Annexure A-1 along with Secretarial Audit Report.

28. COST AUDITOR

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section is not applicable, hence your company needs not required to appoint cost auditor for the financial year 2022-23.

29. INTERNAL AUDIT AND CONTROLS

Your Company has appointed M/s Amit Kumar Agrawal & Associates as its Internal Auditor of the Company for the Financial Year 2022-23. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions have been taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

30. AUDITORS'' REPORT

The observations made by the Auditors are self explanatory and have also been explained in the notes forming part of the accounts, wherever required.

31. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India.

32. LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

33. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

Company has not received any complaint on sexual harassment during the financial year 2022-23

34. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure -"C" to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report.

35. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The policy

provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as under-

(A) Conservation of Energy:

The production and manufacturing activities are not carried on by the Company and due to that no usage of energy. Hence, no steps are taken by the Company for conservation of energy.

(B) Technology Absorption:

The company has not imported any technology during the year and as such there is nothing to report.

(C) Foreign Exchange Earnings and Outgo:

		(H In Lakhs)
	31.03.2023	31.03.2022
Foreign Exchange Earnings	NIL	NIL
Foreign Exchange Outgoings	NIL	NIL

37. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

(a) Material changes and/ or commitments that could affect the Company''s financial position, which have occurred between the end of the financial year of the Company and the date of this report;

(b) Significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and Company''s operations in future;

(c) Frauds reported as per Section 143(12) of the Companies Act, 2013;

(d) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year; and

(e) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

38. ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the cooperation and assistance received from customers, suppliers, employees, shareholders, bankers, Government agencies, financial institutions, regulatory bodies and other business constituents during the year under review.

The Board also appreciates and value the contribution made by all executives, officers and staff of the Company.

---

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the 19thAnnual Report on the business and operations of the Company together with the Audited Financial Statement for the financial year ended on March 31, 2018.

1. FINANCIAL RESULTS:

(in crore)

Particulars	2017-18	2016-17
Net Revenue	536.31	361.67
Revenue Growth %	48.28 %	50.40 %
Other Income	0.64	0.39
Total Income	536.95	362.06
Less: Expenditure	529.26	356.92
Earning before financial charges, depreciation &amortisation and taxes (EBITDA)	7.69	5.14
Less: Depreciation & Amortisation	1.35	0.88
Financial Charges	2.21	1.74
Provision for taxes	1.35	0.82
Earnings/Profit after taxes (PAT)	2.78	1.70

2. REVIEW OF BUSINESS OPERATION:

During the year under review, the Company has earned a total income of Rs. 536 crore through sale against 361 crore in the previous year, registering a growth of 48% YOY. Your Company’s net profit jumped by 63% to Rs. 2.78 crore from Rs. 1.70 in the previous year. EBITDA also grew by 1.42% to 1.43% with a growth of 0.70% as compared to last year and in absolute terms 49.53% to 7.69 crore in current year from 5.14 crore in previous year. Same Store Sales growth had been a very healthy 28% which is well ahead of competition.

3. DIVIDEND:

During the year under review, the Board of Directors has not recommend dividend on the equity shares of the company in view of the conservation of resources for future prospect and growth of the Company.

4. DETAILS OF SUBSIDIARY/IOINT VENTURES/ASSOCIATE COMPANIES:

Since, your company is neither having any subsidiaries or associate companies nor has entered into any joint ventures with any other company, the provision is not applicable.

5. MEETING HELD:

The details pertaining to number of Board Meetings held during the financial year under review and set out in the Corporate Governance Report.

6. MEETING OF INDEPENDENT DIRECTORS:

The independent directors of company met one time (1) during the year under the requirement ofRegulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which set out in Corporate Governance Report.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

8. CORPORATE GOVERNANCE REPORT

In terms of Regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Corporate Governance Report, the Management Discussion & Analysis Statement, and the Auditors’ Certificate regarding Compliance to Corporate Governance requirements are part of this Annual Report.

9. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as “Annexure B” to the Board’s report.

10. CLASSES OF SHARES:

As on date, the Company has only one class of share capital i.e. Equity Shares of Rs. 10/-each

11. DEPOSITS:

During the financial year 2017-18, your Company has not accepted any fixed deposits within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

12. TRANSFER TO RESERVES:-

During the year under review this item is explained under the head “Reserve & surplus” forming part of the Balance Sheet, as mentioned in the Note no. 4 of significant accounting policies and notes forming part of the financial statements.

13. DIRECTORS’ RESPONSIBILITY STATEMENT:-

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

a) in the preparation of the annual accounts for the year ended March 31, 2018,the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit/loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a ‘going concern’ basis;

e) the Directors have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

14. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There was no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2017-18 and the date of this Report.

15. CHANGE IN NATURE OF BUSINESS:-

During the year under review, there is no change in the nature of business of the company.

16. REVIEW OF OPERATION:-

During the financial year 2017-18, Company opened showrooms at various towns such as Biharsharif, Biharsharif. Zip, Aurangabad, Nawada, Samastipur, Motihari, Bettiah, Hajipur and Ara and in the Current Financial year 2018-19 Company added 4 more showrooms in Gaya, Sasaram, Sitamarhi and Anisabad Zip taking the number of our showrooms to 32 till date. Further Company proposes to open more showrooms in this Financial Year and work is in progress at Chapra, Gopalganj, Muzaffarpur, Munger, Saguna More, Patna and Katihar.

17. COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Corporate Governance Report”, a part of this Annual Report.

18. DECLARATION BY INDEPENDENT DIRECTORS:-

Your Company has received declarations from each independent director under Section 149(7) of the Companies Act, 2013,that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. Pursuant to Clause VII (1) of Schedule IV of the Companies Act, 2013 the Independent Directors had a separate meeting held on 11th December, 2017.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 152 ofthe Companies Act, 2013, Mrs. Sunita Sinha who retires by rotation and being eligible, offers himself for re-appointment.

Pursuant to the provisions of section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMPs) of the Company are Mr. Yashovardhan Sinha, Managing Director; Mr. Nishant Prabhakar, Whole-Time Director; Dhananjay Singh, Chief Financial Officer (CFO) and Ms. Akanksha Arya, Company Secretary.

20. PARTICULARS OF EMPLOYEES:-

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as “Annexure C “.

21. DISCLOSURE RELATING TO REMUNERATION AND NOMINATION POLICY :-

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members.The details of this policy is explained in Corporate Governance Report.

22. BOARD EVALUATION:-

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

23. RELATED PARTY TRANSACTIONS:-

During the financial year 2017-18, there were no transactions with related parties which qualify as material transactions under the Listing Agreement and that the provisions of section 188 of the Companies act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there were not material related party transactions during the year under review with the Promoters, Directors of Key Managerial Personnel.

24. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:-

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

25. STATUTORY AUDITORS:

M/s O.P.Tulsyan & Co, Chartered Accountants, the statutory auditors of the company have been appointed at the 18thAnnual General meeting held on September 21, 2017 who holds the office till the conclusion of next Annual GeneralMeeting of the Company to be held in the Calender Year 2018.In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

26. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s K E & Company, Practicing Company Secretaries was appointed to undertake the Secretarial Audit of the Company.

A Secretarial Audit Report in Form MR-3 given by M/s K E & Company, Practicing Company Secretaries has been provided in an Annexure-”A” which forms part of the Directors Report. There isno qualification, reservation or adverse remark made in theirSecretarial Audit Report submitted to the Company.

27. COST AUDITOR:-

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section is not applicable, hence your company needs not required to appoint cost auditor for the financial year 2017-18.

28. INTERNAL AUDIT AND CONTROLS:

Your Company has appointed M/s R. P. Sachan & Associates as its Internal Auditor of the Company. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

29. AUDITORS’ REPORT:-

The observations made by the Auditors are self explanatory and have also been explained in the notes forming part of the accounts, wherever required.

30. LOANS. GUARANTEES AND INVESTMENTS:-

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

31. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:-

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

33. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:-

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

Company has not received any complaint on sexual harassment during the financial year 2017-18.

34. CORPORATE SOCIAL RESPONSIBILITY:

The Board of Directors of your company hereby confirms that the provisions of section 135(1) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to our company for the financial year 2017-2018.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:-

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as under-

(A) Conservation of Energy:

The production and manufacturing activities are not carried on by the Company and due to that no usage of energy. Hence, no steps are taken by the Company for conservation of energy.

(B) Technology Absorption:

The company has not imported any technology during the year and as such there is nothing to report.

36. GENERAL:-

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

37. Acknowledgement:

Your Directors express their sincere appreciation for the cooperation and assistance received from customers, suppliers, employees, shareholders, bankers, Government agencies, financial institutions, regulatory bodies and other business constituents during the year under review. The Directors express their sincere thanks to the lenders of the Company for continuous support during the year. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

By Order of the Board of Directors

For Aditya Vision Limited

Yashovardhan Sinha

Place : Patna Chairman& Managing Director

Date: 22ndMay, 2018 DIN: 01636599