Aditya Vision Ltd

To the Members,

Your 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:

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 profitafter 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 H 14.10/- 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 H 10/- 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.

DuringtheFinancialyear2023-24,thepaid-upsharecapital 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.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, 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.

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-

Pursuanttotheprovisionsofsection152oftheCompanies 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 :-

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.in .

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. DECLARATIONBYINDEPENDENTDIRECTORS:

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 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 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.

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:

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

(C) Foreign Exchange Earnings and Outgo:

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

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.