Dear Members

Your directors are pleased to present the 27 th Annual Report of " Aditya Vision Limited " (the Company) along with the Company

Audited Financial Statement for the financial year ended on March 31, 2026.

1. FINANCIAL RESULTS:

( in crores)

2. REVIEW OF BUSINESS OPERATION:

During the year under review, your Company has earned revenue of 2672 crore against 2260 crore in the previous year registering a growth of 18% YOY on net sales basis. EBITDA grew in absolute terms 12% to 228 crore in current year from 204 crore in previous year and EBITDA margin at 9% in current year. Company's net profit after tax jumped by 11% to 117 crore from 105 crore in the previous year. SSSG for the FY26 stood at 8%.

3. DIVIDEND:

The Board is pleased to recommend a final dividend of 125% or 1.25/- on face value of 1/- each per share for the financial year ended March 31, 2026. Last year, dividend was 1.10/- on face value of 1/- each per share.

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 Wednesday, September 02, 2026.

4. SHARE CAPITAL:

ESOP Allotment- During the year, the Company has issued and allotted 4,75,000 (Four lakhs Seventy-Five Thousand) Equity Shares of face value of 1/-each, pursuant to exercise of Stock Options granted under Aditya Vision - Employees Stock Option Plan 2021 ("ESOP Plan -2021") as on November 07, 2025. Consequently, the Issued, Subscribed and Paid-up capital of the Company stands increased from 12,86,63,050 to 12,91,38,050 comprising of 12,91,38,050 equity shares of face value of 1/- each.

5. 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.

6. MEETING HELD:

Five meetings of the Board of Directors were held during the year. The particulars of the meetings held and attendance of each Director are detailed in the Corporate Governance Report.

7. 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.

Share Capital as on March 31, 2026: -

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. CLASSES OF SHARES:

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

10. DEPOSITS:

During the financial year 2025-26, 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 "Other equity" 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, 2026 is available on the website of the Company and can be assessed at: https://adityavision.in/investors/ disclosures-under-regulation-46-lodr.html.

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, 2026 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, 2026 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:

During the financial year 2025-26, the Company opened a total of 32 new stores across four states: 6 in Bihar, 4 in Jharkhand, 19 in Uttar Pradesh and 3 in Chhattisgarh.

As on March 31, 2026, the total store count stands at 207, with the following geographic distribution: Bihar: 118 stores, covering all 38 districts Jharkhand: 33 stores, present in 22 out of 24 districts Uttar Pradesh: 53 stores, operating in 30 out of 75 districts Chhattisgarh: 3 stores, operating in 2 out of 33 districts

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:

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

(a) Appointment/ Re-appointment of Directors –

During the year, 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), and was approved by the shareholders at the Annual General Meeting held on July 15, 2025.

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, and was approved by the shareholders at the Annual General Meeting held on July 15, 2025.

(b) 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.

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.

(c) Directors retiring by rotation-

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mrs. Rashi Vardhan, Non-executive Directors of the Company, who retires by rotation and being eligible, offers herself for reappointment at the ensuing 27 th 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 as on March 31, 2026 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

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 and can be assessed at: https://adityavision.in/investors/disclosures-under-regulation-46-lodr.html.

20. COMMITTEES OF THE BOARD:

Committee of the Board, mentioned below:-

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:

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.

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:

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.

DisclosureswithrespecttoStockOptions,asrequiredunder 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 2025-26 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.

Based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on July 31, 2026 has recommended the appointment of M/s M S K A & Associates, LLP, (Firm Registration No. 105047W/W101187), as the Statutory Auditors of the Company, for a term of five consecutive years, from the conclusion of the 27 th AGM of the Company to be held in the year 2026 till the conclusion of the 32 th AGM to be held in the year 2031. The proposed appointment will be placed before the Members for their approval.

27. STATUTORY AUDITORS' REPORT:

The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial statements referred in the Auditors' Report are self-explanatory and do not call for any further comments.

28. SECRETARIAL AUDITOR:

M/s Deepak Dhir & Associates, Practicing Company Secretaries (Firm Registration Number S2016DE432300) was appointed as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30, at the 26 th AGM held on July 15, 2025.

M/s Deepak Dhir & Associates has confirmed that he is not disqualified from continuing as the Secretarial Auditor of the Company.

29. SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed and annexed as "Annexure-A" to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

30. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

31. 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 2025-26.

32. 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 2025-26. 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.

33. 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.

34. 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.

35. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ["POSH ACT"]:

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 2025-26.

36. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

37. 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.

38. 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.

39. 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 of 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:

(Rs. In crores)

40. 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.

41. 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.