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:

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:-

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.

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