Aditya Vision Ltd

Your directors are pleased to present the 26th 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:

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 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 profi theleague listedentitieswithanet 100 crores.

3. DIVIDEND:

The Board is pleased to recommend a s110% 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, 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. dividendof

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.

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.

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.

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

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.

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

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.

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://adityavision.in/investors/ disclosures-under-regulation-46-lodr.html.

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.

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

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

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

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 26th Annual General Meeting of the Company.

The board of Directors of the Company at its meeting held on May 09, 2025, has approved the reappointment 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.

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:-

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".

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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-

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.

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

(In crores)

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.

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.