To the Members,

Your Directors are pleased to present the 23rd Annual Report of "Aditya Vision Limited" (the Company) along with the Company Audited Financial Statement for the financial year ended on March 31,2022.

1. FINANCIAL RESULTS:

(H in Crore)

2. REVIEW OF BUSINESS OPERATION:

During the year under review, the Company has earned gross revenue of H 1088 Crore against H 906 Crore in the previous year, and net revenue of H 899 Crore against H 748 Crore in the previous year registering a growth of 20% YOY on net sales basis. EBITDA grew from 7.64% to 9.39% with a growth of 22.90% as compared to last year and in absolute terms 47.69% to H 84.49 Crore in current year from H 57.15 Crore in previous year. Company's net profit after tax jumped by 72.15% to H 35.28 Crore from H 20.45 Crore in the previous year.

Same Store Sales growth has been very healthy i.e. 14.49%

3. DIVIDEND:

Your Directors are pleased to recommend for your approval, a final dividend of 60% or H 6/- on face value of H 10/- each per share for the financial year ended March 31,2022.

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 and 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, which 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 H 10/- each.

9. SHARE CAPITAL:-

The Authorized share capital of the Company as on March 31, 2022 was H 15 Crore and the Issued, Subscribed and paid-up Equity Share Capital of the Company as on March 31,2022 was H 12.02 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, sweat equity shares nor has it granted any stock options.

10. DEPOSITS:

During the financial year 2021-22, 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. 4 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, 2022 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 31,2022 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, 2022 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 2021-22, the company opened 11 showrooms in Bihar and 4 showrooms in Jharkhand, total 15 showroom opened. In the current financial year FY 2022-23 the company has opened 8 new showrooms taking the total count of showrooms to 87 till date. In the coming months, the company plans to open new showrooms. Details of showrooms disclosed in Management Discussion & Analysis Report.

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

Re-appointment -

(a) The Board of Directors at its meeting held on 15th May, 2021 approved the re-appointment of Mr. Yashovardhan Sinha (DIN-01636599) as the Chairman & Managing Director of the Company for a further period of five (5) years w.ef. May 16, 2021. The same has been approved by the shareholders at the Annual General Meeting of the Company held on 23rd September, 2021.

(b) The Board of Directors at its meeting held on 10th August, 2021 approved the re-appointment of Mr. Ravi Prakash Chamria (DIN- 01113278) as an Independent Director and Mr. Nishant Prabhakar (DIN-0617133) as Whole Time Director of the Company for a further period of five (5) years w.ef. 22nd September, 2021. The same has been approved by the shareholders at the Annual General Meeting of the Company held on 23rd September, 2021.

Appointment-

The Board of Directors at its meeting held on 01st July 2022, appointed Mr. Nusrat Syed Hassan (01885538) and Mr. Rahul Kumar (07278945) as an Additional Director designated as an Independent Director on the Board of Directors of the Company w.e.f. 01st July, 2022 subject to the approval of shareholders at the ensuing General Meeting of the Company.

Resolution seeking shareholders approval for the appointment of Mr. Nusrat Syed Hassan (01885538) and Mr. Rahul Kumar (07278945) 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 himself for re-appointment.

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 (CFO) and 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 three 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. RELATED PARTY TRANSACTIONS:-

During the financial year 2021-22, 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 of Key Managerial Personnel.

24. 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.

25. 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 to undertake the Secretarial Audit of the Company for the Financial Year 2021-22.

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 is no qualification, reservation or adverse remark made in their Secretarial Audit Report submitted to the Company.

26. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2021-22 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by the Company Secretary in Practice is available on the Company's website at www.adityavision.in.

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 2021-22

28. 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 2021-22. 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. 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.

31. 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.

32. 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 2021-22.

33. 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.

34. 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.

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.

(C) Foreign Exchange Earnings and Outgo:

(H In Lakhs)

36. 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.

37. 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 Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

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