A detailed overview of Aditya vision limited.

1. Prepared by:
Tejpal (16103)
Aditya Vision Limited

2. Company’s Detail
 Current Name: ADITYA VISION LIMITED
 Date of Incorporation: 31/03/1999
 State of Incorporation: Incorporated by Shares (Private Ltd. Company)
 Registered Office: M 16, S K Nagar Patna – 800001 (Bihar) India
 Website: www.adityavision.in
 Contact person : Ms. Akanksha arya (CS / Compliance officer)
 CIN: U32109BR1999PTC008783
 Old Name: ADITYA VISION PRIVATE LIMITED
 Date in change of Name: 14/03/2016
 Management Structure including KPMs:

3. Promoter & History of Company
 Original Promoter: The original promoters of the Company are Mr.
Yashovardhan Sinha, Ms. Sunita Sinha and Mr. Nishant prabhakar &
Existing promoters are same till today
 Brief History of Company: Our Company was originally incorporated as
Aditya Vision Private Limited on March 31, 1999 with the Registrar of
Companies, Bihar as a private limited company under the provisions of the
Companies Act, 1956. Subsequently our Company was converted to public
limited Company pursuant to shareholders resolution passed at the Extra-
Ordinary General Meeting held on March 14, 2016 and the name of our
Company was changed to Aditya Vision Limited. A fresh certificate of
incorporation consequent upon conversion to public limited Company was
issued by the Registrar of Companies, Patna, Bihar on September 21, 2016.
We are unable to trace certain corporate records in relation to our Company.
These corporate records/ documents include prescribed forms filed with the
RoC by our Company relating to certain allotments of Equity Shares made by
our Company. These documents pertain to the period between 1999 and
2007. These forms are also not available at the office of the RoC, Patna, as
certified by M/s. Menka Gupta & Associates, Company Secretary dated June

4. Date of IPO/FPO/Rights/Combined
 Public Issue Face Value and Issue Price The Equity Shares having a face
value of Rs. 10/- each are being offered in terms of this Prospectus at the
price of Rs. 15/- per Share.
 Rights of the Equity Shareholders Subject to applicable laws, rules,
regulations and guidelines, the equity shareholders shall have the following
rights: 1)Right to receive dividend, if declared.2)Right to attend general
meetings and exercise voting powers, unless prohibited by law.3)Right to vote
on a poll either in person or by proxy.4)Right to receive offers for rights shares
and be allotted bonus shares, if announced.5)Right to receive surplus on
liquidation; Right of free transferability.6)and Such other rights, as may be
available to a shareholder of a listed public company under the Companies
Act, SEBI Listing Regulations and the Memorandum and Articles of
Association of the Company. This Issue is not restricted to any minimum
subscription level. This Issue is 100% underwritten. If the Issuer does not
Issue opens on Monday November 28, 2016
Issue closes on Monday, December 05, 2016

5. Date of IPO/FPO/Rights/Combined
 In case of Book Building: please refer the below chart

6. Terms of Issue, Structure & Issue procedure in
Brief
 Terms of the Issue: The Equity Shares being issued are subject to the provisions
of the Companies Act, SEBI (ICDR) Regulations, 2009,SCRA, SCRR, our
Memorandum and Articles of Association, the terms of this Prospectus, the
Application Form, the Revision Form, the Confirmation of Allocation Note and other
terms and conditions as may be incorporated in the allotment advices and other
documents/certificates that may be executed in respect of this Issue Please note
that, in terms of SEBI Circular No.CIR/CFD/POLICYCELL/11/2015 dated
November 10, 2015, all the investors applying in a public issue shall use only
Application Supported by Blocked Amount (ASBA) facility for making payment.
 Ranking of Equity Shares: The Equity Shares being issued shall be subject to
the provisions of the Companies Act, our Memorandum and Articles of Association
and shall rank pari-passu in all respects with the existing Equity Shares including in
respect of the rights to receive dividends and other corporate benefits, if any,
declared by us after the date of Allotment. For further details, please refer to the
section titled “Main Provisions of the Articles of Association of the Company” on
page 201 of this Prospectus.
 Authority for the Issue: This Issue has been authorized by a resolution of
the Board passed at their meeting held on July 15, 2016 subject to the
approval of shareholders through a special resolution to be passed pursuant
to section 62 (1) (c) of the Companies Act, 2013. The shareholders have
authorized the Issue by a special resolution in accordance with Section 62 (1)
(c) of the Companies Act, 2013 passed at the Extraordinary General Meeting

7.  Mode of Payment of Dividend: The declaration and payment of dividend will be
as per the provisions of Companies Act, the Articles of Association and the
provisions of the SEBI Listing Regulations and shall be recommended by the
Board of Directors and the shareholders at their discretion and will depend on a
number of factors, including but not limited to earnings, capital requirements and
overall financial condition of our Company. We shall pay dividends in cash and
as per provisions of the Companies Act 2013
 Face Value and Issue Price: The Equity Shares having a face value of Rs. 10/-
each are being offered in terms of this Prospectus at the price of Rs. 15/- per
Equity Share. The Issue Price is determined by our Company in consultation
with the Lead Manager and is justified under the section titled “Basis for Issue
Price” on page no. 63 of this Prospectus. At any given point of time there shall be
only one denomination of the Equity Shares of our Company, subject to
applicable laws.
 Minimum Application Value; Market Lot and Trading Lot: In terms of section
29 of the Companies Act, 2013, the Equity Shares shall be allotted only in
dematerialized form. In terms of existing SEBI ICDR Regulations, trading in the
Equity Shares shall only be in dematerialized form for all investors. The trading
of the Equity Shares will happen in the minimum lot size of 8,000 Equity Shares
in terms of the SEBI circular No. CIR/MRD/DSA/06/2012 dated February 21,
2012 and the same may be modified by BSE from time to time by giving prior

8.  Compliance with SEBI (ICDR) Regulations: The Company shall comply with
all requirements of the SEBI (ICDR) Regulations. Our Company shall comply
with all disclosure and accounting norms as specified by SEBI from time to
time.
 Minimum Number of Allottees: The minimum number of Allottees in this
Issue shall be 50 shareholders. In case the minimum number of
prospective Allottees is less than 50, no allotment will be made pursuant to
this Issue and the monies blocked by the SCSBs shall be unblocked within
6 working days of closure of Issue
 Joint Holders: Where two or more persons are registered as the holders
of any Equity Shares, they will be deemed to hold such Equity Shares as
joint-holders with benefits of survivorship.
 Restrictions, If any, on Transfer and Transmission of Shares or
Debentures and on their Consolidation or Splitting: For a detailed
description in respect of restrictions, if any, on transfer and transmission of
shares and on their consolidation / splitting, please refer to the section
titled “Main Provisions of the Articles of Association of the company” on
page no. 201 of this Prospectus.

9.  Following is the Issue structure: Public Issue of 38,40,000 Equity Shares of
Rs.10.00 each (the “Equity Shares”) for cash at a price of Rs.15.00 per Equity
Share (including a share premium of Rs.5.00 per Equity Share) aggregating to
Rs.576.00 Lacks (“the Issue”) by our Company. The Issue comprises
reservation of 2,08,000 Equity Shares for subscription by the designated
Market Maker (“the Market Maker Reservation Portion”) and Net Issue to
Public of 36,32,000 Equity Shares (“the Net Issue”).
 Fixed Price Issue Procedure: The Issue is being made under Regulation
106 (M)(2) of Chapter XB of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009 via Fixed Price Process. In case of QIB
Applicants, the Company in consultation with the Lead Manager may
reject Applications at the time of acceptance of Application Form provided
that the reasons for such rejection shall be provided to such Applicant in
writing. In case of Non Institutional Applicants and Retail Individual
Applicants, our Company would have a right to reject the Applications only
on technical grounds. Allotment of Equity Shares to all successful
Applicants will only be in dematerialized form. The Application Forms
which do not have the details of the Applicant’s depository account
including DP ID, Client ID, and PAN shall be treated as incomplete and
liable to be rejected. In case DP ID, Client ID and PAN mentioned in the

10.  If the retail individual investor category is entitled to more than fifty per
cent on proportionate basis, accordingly the retail individual investors
shall be allocated that higher percentage: Withdrawal of the Issue The
Company, in consultation with the LM, reserves the right not to proceed with
the Issue at any time before the Issue Opening Date, without assigning any
reason thereof. Notwithstanding the foregoing, the Issue is also subject to
obtaining the following: 1. The final listing and trading approvals of BSE for
listing of Equity Shares offered through this issue on its SME Platform, which
the Company shall apply for after Allotment and, 2. The final ROC approval of
this Prospectus after it is filed with the ROC.
 Application Form: please note that pursuant to SEBI Circular
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, All Applicants
shall mandatorily participate in the Issue only through the ASBA process.
Applicants are required to submit their applications only through any of the
following Designated Intermediaries: i. an SCSB, with whom the bank
account to be blocked, is maintained ii. a syndicate member (or sub-
syndicate member) iii. a stock broker registered with a recognized stock
exchange(and whose name is mentioned on the website of the stock
exchange as eligible for this activity)(‘broker’) iv. a registrar to an issue and
share transfer agent(‘RTA’) v. a depository participant(‘DP’)(whose name is
mentioned on the website of the stock exchange as eligible for this
activity). Applicants shall ensure that the Applications are made on

11. Maximum and Minimum Application Size (a) For Retail Individual
Applicants: The Application must be for a minimum of 8,000 Equity
Shares and in multiples of 8,000 Equity Share thereafter, so as to ensure
that the Application Price payable by the Applicant does not exceed Rs.
2,00,000. In case of revision of Applications, the Retail Individual
Applicants have to ensure that the Application Price does not exceed
Rs.2,00,000. (b) For Other Applicants (Non Institutional Applicants
and QIBs): The Application must be for a minimum of such number of
Equity Shares such that the Application Amount exceeds Rs. 2,00,000 and
in multiples of 8,000 Equity Shares thereafter. An Application cannot be
submitted for more than the Issue size. However, the maximum Application
by a QIB investor should not exceed the investment limits prescribed for
them by applicable laws. Under existing SEBI Regulations, a QIB or Non
Institution Applicant cannot withdraw or lower its Application at any stage
of Issue. In case of revision in Applications, the Non Institutional
Applicants, who are individuals, have to ensure that the Application
Amount is greater than Rs. 2,00,000 for being considered for allocation in
the Non Institutional Portion.
 Information for the Applicants: a) Our Company has filed the
Prospectus with the RoC at least 3 (three) days before the Issue Opening
Date. b) The LM will circulate copies of this Prospectus along with the
Application Form to potential investors. c) Any investor (who is eligible to
invest in our Equity Shares) who would like to obtain this Prospectus and/
or the Application Form can obtain the same from our Registered Office or

12.  Permanent Account Number or PAN Pursuant to the circular MRD/DoP/Circ
05/2007 dated April 27, 2007, SEBI has mandated Permanent Account
Number (“PAN”) to be the sole identification number for all participants
transacting in the securities market, irrespective of the amount of the
transaction w.e.f. July 2, 2007. Each of the Applicants should mention his/her
PAN allotted under the IT Act. Applications without this information will be
considered incomplete and are liable to be rejected.
 Right to Reject Applications In case of QIB Applicants, the Company in
consultation with the LM may reject Applications provided that the reasons for
rejecting the same shall be provided to such Applicant in writing. In case of
Non Institutional Applicants, Retail Individual Applicants who applied, the
Company has a right to reject Applications based on technical grounds.
 Fixed Price Issue: Applicants should only use the specified Application Form
either bearing the stamp of Designated Intermediary as available or
downloaded from the website of the Stock Exchange. Application Forms are
available with the Branches of Collection Banks or Designated Branches of
the SCSBs and at the registered office of the Issuer. For further details
regarding availability of Application Forms. Applicants should ensure that they
apply in the appropriate category. The prescribed colour of the Application
Form for various categories is as follows
Resident Indian, Eligible NRIs applying on a non repatriation basis White
NRIs, FVCIs, FIIs, their Sub-Accounts (other than Sub-Accounts which
are foreign corporate or foreign individuals applying under the QIB, FPIs,
QFIs, on a repatriation basis
Blue

13. Reservation for Various Category
 THE ISSUE: PUBLIC ISSUE OF 38,40,000 EQUITY SHARES OF RS. 10/-
EACH (“EQUITY SHARES”) OF ADITYA VISION LIMITED (“AVL” OR THE
“COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS.15/- PER
SHARE (THE “ISSUE PRICE”), AGGREGATING TO RS. 576.00 LACS (“THE
ISSUE”) OF WHICH, 2,08,000 EQUITY SHARES OF RS. 10/- EACH WILL BE
RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE
(THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE
MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 36,32,000
EQUITY SHARES OF RS. 10/- EACH IS HEREINAFTER REFERRED TO AS
THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE
27.21% AND 25.74%, RESPECTIVELY OF THE POST ISSUE PAID UP
EQUITY SHARE CAPITAL OF THE COMPANY
5%
31%
64%
Sales
Market Makers
RII
Other

14. Category
number
of
applicat
ions
%
tot
al
issue
size
(as per
Prospect
us)
no. of
valid
Shares
applied
% of
Total
Applie
d
Subs
cripti
on
(Tim
es)
Revis
ed *
subs
cripti
on
(Tim
es)
Market
Makers
1
0.4
8
2,08,000 2,08,000 4.86 1.00 1.00
Other than
Retail
Individual
Investor's
41
19.
71
1816000 2744000 64.11 1.51 1.19
Retail
Individual
Investor's
166
79.
81
1816000 1328000 31.03 0.77 0.73
Total 208 3840000
428000
0
100 1.11 1.11
Share Distribution Chart

15. Important Dates:
Prospectus
http://www.sebi.gov.in/sebi_data/attachdocs/1480052633574.pdf or Double click on
the file below
Opening Date Monday November 28,
2016
Closing Date Monday, December 05,
2016
Total calendar One week (7 days)

16. IPO Newspaper advertisement

17. IPO Newspaper
advertisement

18. Grading Related data
 Objects of issue: Our Company proposes to utilise the funds which are being
raised towards funding the objects as set forth below and achieve the benefits
of listing on SME Platform of BSE. Objects of the Issue The objects of the
Issue are set forth below(1) To meet the working capital requirements of the
Company (2)General Corporate Expenses (3)Issue Expenses.
We believe that listing will enhance our Company’s corporate image,
brand name and create a public market for our Equity Shares in India. The
main object clause of our Memorandum of Association enables us to
undertake the activities for which funds are being raised in the Issue. The
existing activities of our Company are within the object clause of our
Memorandum of Association.
 Risk Factors: An Investment in equity involves higher degree of risks.
Prospective investors should carefully consider the risks described below, in
addition to the other information contained in this Prospectus before making
any investment decision relating to the Equity Shares. The occurrence of any
of the following events could have a material adverse effect on the business,
results of operation, financial condition and prospects and cause the market
price of the Equity Shares to decline and you may lose all or part of your
investment. The occurrence of any of the following events could have a
material adverse effect on our business, results of operation, financial

19. Risk Factors (Cont.)
 Materiality: The risk factors have been determined on the basis of their
materiality. The following factors have been considered for determining the
materiality.(1)Some events may not be material individually, but may be
found material collectively.(2)Some events may have material impact
qualitatively instead of quantitatively.(3)Some events may not be material at
present but may have material impact in the future.
Internal Risk Factors
 (1) Some of the properties occupied by us including our Registered Office
are not owned by us. If we are required to vacate the same, due to any
reason whatsoever, it may adversely affect our business operations. Our
Company has its registerd office and retail stores at the premises that are
not owned by our Company. Our Company has been occupying such
premises under Lease Agreements from several third parties at a payment
of rent. Although, we believe that we have complied with all the terms of
such agreements, in the event there is any breach or violation of the same,
we may be required to vacate the same. Further, in any event, on expiry of
such agreements, if the respective owners are not willing to renew the
same, the aforesaid properties may have to be vacated and we may be
required to look for alternate premises, which we may not be able to find at

20.  (2) One of our Group Company has posted negative profits in preceding
financial years. One of our Group Company has incurred losses in the
preceding financial years. The details of profit/loss incurred by such Group
Companies for the preceding three fiscals are as follows
 (3) We have entered into certain related party transactions and may continue
to do so. We have entered into related party transactions with our Promoters,
Promoter Group, Group Entities and Directors. While we believe that all such
transactions have been conducted on the arms length basis, however it is
difficult to ascertain whether more favorable terms would have been achieved
had such transactions been entered with unrelated parties. Furthermore, it is
likely that we may enter into related party transactions in the future. For details
of these transactions, please refer to section titled "Related Party Transactions"
at page 109 of this Prospectus.
 (4) Our Company may require additional capital resources to achieve our
object of the issue. The actual expenditure incurred for the object of the issue
may be higher than current estimate owing to but not limited to, implementation
delays or cost overruns. We may, therefore, primarily try to meet such cost
overruns through our internal generations and in case if the same is not
adequate, we may have to raise additional funds by way of additional term
Name of Group Company 31.03.201
6
31.03.15 31.03.1
4
Aditya Consumer Vision Limited 160 175 275

21.  (4) We face the risk of potential liabilities from lawsuits or claims by
consumers: In our day to day business operations, we receive complaints
and/or claims from our consumers on grounds of any defective product sold or
any deficiency in our services to them. In addition, we may be subject to
complaints based on malicious rumours regarding our services or products.
Such events may generate negative publicity concerning our service
standards and product quality, reduce consumers’ confidence in our
product/services and negatively impact our reputation. As a result, our
business, profitability and financial performance may be adversely affected
and we may also have to incur additional costs to restore our image and
reputation. In the event that complaints from our consumers escalate into legal
claims, our image and market reputation could be adversely affected. In
addition, resources such as time and legal costs would have to be utilized and
14 incurred to address such claims, thereby further affecting our business and
financial performance. We cannot assure you that litigation would not be
brought against us in the future. Our liabilities in respect of such claims could
have a material adverse effect on our business, financial condition and results
of operations
 (5) Our insurance policies provide limited coverage and we may not be
insured against some business risks: Our insurance policies cover physical
loss or damage to our stock, building and other assets arising from a number
of specified risks including fire and burglary. Notwithstanding the insurance
coverage that we carry, we may not be fully insured against some business

22.  (6) If we are unable to source business opportunities effectively, we may
not achieve our financial objectives Our ability to achieve our financial
objectives will depend on our ability to identify, evaluate and accomplish
business opportunities. To grow our business, we will need to hire, train,
supervise and manage new employees and to implement systems capable of
effectively accommodating our growth. However, we cannot assure you that
any such employees will contribute to the success of our business or that we
will implement such systems effectively. Our failure to source business
opportunities effectively could have a material adverse effect on our business,
financial condition and results of operations. It is also possible that the
strategies used by us in the future may be different from those presently in
use. No assurance can be given that our analysis of market and other data or
the strategies we use or plans in future to use will be successful under various
market conditions.
 (7) Our ability to pay dividends in the future will depend upon future
earnings, financial condition, cash flows, working capital
requirements and capital expenditures: We have not paid any
dividends since incorporation and there can be no assurance that
dividends will be paid in future. Our ability to pay dividends in future will
depend on the earnings, financial condition, cash flow, working capital
requirements and capital expenditure. Any future determination as to the
declaration and payment of dividends will be at the discretion of our Board

23.  (8) Our Board of Directors and management may change our operating
policies and strategies without prior notice or shareholders approval:
Our Board of Directors and Management has the authority to modify certain of
our operating policies and strategies without prior notice (except as required
by law) and without shareholder’s approval. We cannot predict the effect of
any changes to our current operating policies or strategies, on our business,
operating results and the price of our Equity Shares.
 (9) We could be harmed by employee misconduct or errors that are
difficult to detect and any such incidences could adversely affect our
financial condition, results of operations and reputation: Employee
misconduct or errors could expose us to business risks or losses, including
regulatory sanctions and serious harm to our reputation. There can be no
assurance that we will be able to detect or deter such misconduct. Moreover,
the precautions we take to prevent and detect such activity may not be
effective in all cases. Our employees and agents may also commit errors that
could subject us to claims and proceedings for alleged negligence, as well as
regulatory actions on account of which our business, financial condition,
results of operations and goodwill could be adversely affected.
 (10) Our business in relation to sale of certain electronic products is
seasonal in nature. Any substantial decrease in our sales during this
period can have a material adverse effect on our financial performance:
The sale of our certain electronic products is seasonal in nature. This
unevenness in seasonal sales is largely due to the buying cycles of the
customers and weather cycles of locations to which we cater. The sale of few
of our products like TV, air conditioners, etc. is higher during a particular

24.  (11) Our business requires working capital. Any failure in arranging
adequate working capital for our operations may adversely affect our
business, results of operations, cash flows and financial condition: We
have working capital requirements for our business operations, part of which
would be met through additional borrowings in the future. There can be no
assurance that we will be successful in arranging adequate working capital for
our operations and any failure in doing so may adversely affect our cash
flows, business, results of operations and financial condition.
 (12) Certain qualifications have been noted by Peer Review Auditors in
their report on the Restated Consolidated Financial Statements: Our Peer
Review Auditors have provided certain qualifications in their report on the
Restated Financial Statements in relation to the period ended June 30, 2016
and fiscal years ended 2016, 2015, 2014, 2013 and 2012 in their audit report
relating to the financial statements for our Company are as follows:(i) The
company has not maintained quantitative details for fixed assets purchased
prior to April 1, 2014. (ii) Effective from April 1, 2014 the Company has
assessed the useful life of the fixed assets as required by Schedule II to the
Companies Act, 2013. However while ascertaining the balance useful life of
assets the Company has not deducted the elapsed life of the assets. Thus the
balance useful life of the assets ascertained is higher and in the absence of
quantitative details we are unable to ascertain the understatement of
depreciation on fixed assets. (iii) The company has not maintained stock
records on daily basis and value of closing stock has been derived by physical

25. Financial Summary
 (1)

26. Financial Summary
 (2)

27. Financial Summary
 (3)

28. Auditors & their Suggestion
Auditors:
Suggestion:
 Correct weight of Goods supplied.
 Standard & Quality products only are sold.
 Reasonable prices are less than M.R.P. and competitive in the market.
 Regular Supply during the shortages due to scarcity, draught, social
unrest.
 Festival Gifts & discounts to the consumers against purchases made by
them
 Discount Sales periodically on various items.
 Monthly Saving Scheme for purchase of House hold articles.

29. Legal Information
 Litigations against our Company
1. Civil Suit: Nil
2. Labours matters: Nil
3. Custom: Nil
4. Criminal: Nil
 Income Tax:
 (1)A demand of Rs.95,810/- is made in respect of assessment year 2010-
11 by Income Tax department under section 143(1a) as per demand
Identification no. 2011201010044072604C dated 12/04/2011 against
which the company has submitted response to Income Tax Authorities
stating that a sum of Rs.5,80,000/- paid by the Company for the said
assessment year but only a sum of Rs. 4,90,000/- has been considered
while computing the taxes paid by the Company.
 (2) A demand of Rs. 64,439/- is made in respect of Assessment year 2013-
14 by Income Tax department under section 143(3) as per demand
Identification no. 2015201310007540373C dated 29/12/2015 against
which the company has submitted response to Income Tax Authorities
stating that the credit for TDS of Rs. 64,439/- has not been considered
while computing the income tax liability though deducted by Indian Bank

30.  Amounts due to small scale undertakings or any other creditors: Our
Board has, pursuant to its resolution dated September 22, 2016, approved
that all creditors of our Company to whom the amount due by our
Company exceeds 50% of consolidated trade payable of our Company as
per the last audited financial statements of our Company shall be
considered “material” creditors of our Company. There are no trade
payables more than 50% of the consolidated trade payables as per the
last audited financial statements as on March 31, 2016.
 BSE ELIGIBILITY NORMS:
(http://www.bsesme.com/static/getlisted/criteriaisting.aspx?expandable=0)
1). The Company has Net Tangible assets of at least Rs. 3 crore as per
the latest audited financial results. 2). The Net worth (excluding revaluation
reserves) of the Company is at least Rs. 3 crore as per the latest audited
financial results. 3). The Company has track record of distributable profits
in terms of section 123 of Companies Act for at least two years out of
immediately preceding three financial years and each financial year has a
period of at least 12 months or has net worth of Rs. 5 crore. 4.) The
Distributable Profits, Net Tangible Assets and Net worth of the Company

31. CRA and Grading received/rejected
 Prohibition by SEBI: Our Company, our Promoters, our Promoter Group,
our Directors, Group Companies/entities are not debarred from accessing
or operating in the capital market by the Board (SEBI) or any other
regulatory or governmental authority. The listing of any securities of our
Company has never been refused by any of the stock exchanges in India.
None of our Directors are in any manner associated with the securities
market and there has been no action taken by SEBI against our Directors
or any entity in which our Directors are involved as promoters or directors.
 Prohibition by RBI: Neither our Company, our Promoters, our Promoter
Group, our Group Companies, relatives of our Promoters (as defined
under the Companies Act), our Directors and Companies with which our
Directors are associated as directors or promoters have not been declared
as wilful defaulters by RBI / government authorities and there are no
violations of securities laws committed by them in the past and no
proceedings are pending against them.
 Association with Securities Market: We confirm that none of our
Directors are associated with the securities market in any manner except
for trading on day to day basis for the purpose of investment.

32. Management Discussion & Analysis
 Business Overview: Aditya Vision Limited. is engaged into retail business of
consumer electronics, home appliances, camera, camrecorders, and mobile
phones. We are multi-brand, multi-product retail chain which stocks an entire range
of consumer durables, right from Air-conditioners, TVs, Washing Machines,
Refrigerators, Microwaves, Home Theatre Systems, Mobile Phones, small home
appliances and many more. We offer some of the popular brands such as LG,
Samsung, Sony, Daikin, Videocon, Panasonic, Onida, Nikon etc. We help in
selecting products from multiple brands based on personalized requirements of a
consumer.. The Promoter of our Company are Mr. Yashovardhan Sinha, Ms.
Sunita Sinha, Mr.Nishant Prabhakar. The company is accredited with ISO: 9001-
2008 certificate and this accreditation is confirmation of competence of the
company to deliver quality product.
 Significant Material Developments Subsequent To the Last balance sheet
i.e. June 30, 2016 In the opinion of the Board of Directors of our Company,
except as discussed below and other than as disclosed in this Prospectus,
there have not arisen, since the date of the last balance sheet set out herein,
any significant developments or any circumstance that materially or adversely
affect or are likely to affect the profitability of the Company or the value of its
assets or its ability to pay its material liabilities within the next twelve months:-
1. Four new outlets were open at Bihar. The Company was converted to public
limited Company pursuant to shareholders resolution passed at the Extra-
Ordinary General Meeting held on March 14, 2016 and the name of our

33.  Key factors that may affect our results of operation: Our results of
operations have been, and will be, affected by many factors, some of
which are beyond our control. This section sets out certain key factors that
our management believes have historically affected our results of
operations during the period under review, or which could affect our results
of operations in the future. Our ability to maintain and expand our existing
product portfolio; Fluctuations in operating costs; Short fall or non -
availability or any escalation in the prices of products used by our
Company; Our ability to successfully implement our growth strategy and
expansion plans, and to successfully launch and implement various
projects and business plans; Our industry has seasonal increases and
decreases in revenues and profitability; Changes in laws and regulations
relating to the industry in which we operate; Any adverse outcome in the
legal proceedings in which we may be involved; General economic and
demographic conditions; Interest and exchange rate fluctuations; Tax
benefits and incentives. Increasing competition in the industry; Changes in
fiscal, economic or political conditions in India;
 Results of Operation: The following table sets forth select financial data
from restated Profit and Loss Accounts for the period ended June 30, 2016

34. COMPARISON OF THE FINANCIAL PERFORMANCE OF FISCAL 2016 WITH
FISCAL 2015:
 (Income) Revenue from Operations: During the financial year 2015-16 the
revenue from operations of our company increased to Rs. 24047.35 Lacks as
against Rs. 17896.29 Lacs in the year 2014-15, representing an increase of
34.37%. This increase is majorly due to addition of stores/outlets.(Other Income)
During the financial year 2015-16 the Other Income of our company increased to
Rs. 23.54 lacs as against Rs. 21.29 lacs for the financial year 2014-15,
representing increase by 10.57%. Such increase was attributed to increase in
interest. (Expenditure) Total Expenses The total expenditure for the financial year
2015-16 increased to Rs. 23893.58 Lacs from Rs.17749.97 Lacs in the year 2014-
15, representing an increase of 34.61%. This increase was majorly due to opening
of new stores/outlets. Purchases Our Company has incurred Rs. 22969.19 lacs as
Purchase Expenses during the F.Y. 2015-16 as against Rs. 16790.80 lacs during
the FY 2014-15. The increase of 36.80% is mainly due to increase in sales. (Other
Expenses) Our Company has incurred Rs. 857.82 lacs during the FY 2015-16 on
Other Expenses as compared to Rs. 612.76 lacs during FY 2014-15. The increase
of 39.99% is majorly due to increase in rent expenses & Freight. (Employee
benefits expenses) The employee benefit expense comprises of salaries, staff
welfare expenses, Directors remuneration. Our Company has incurred Rs.433.70
lacs as employee benefit expenses during the FY 2015-16 as compared to
Rs.341.13 lacs during the FY 2014-15. The increase of 27.14% as compared to
previous year is due to to increase in staff for addition of stores/outlets.
(Depreciation) expense Depreciation for the financial year 2015-16 stood at 42.22
Lakhs the same was 18.54 for the financial year 2014-15. The increase by
127.72% is mainly due to addition of fixed assets due to increase in stores/outlets.
(Finance Cost) These cost were for the year 2015-16 increased to Rs 102.00
Lakhs as against Rs 60.97 during the previous financial year. The increase of

35. Capital Structure

36. Share Holding of Promoters

37. Listing Arrangement
Existing Stock exchange(SE) BSE
Proposed Stock Exchange(SE) BSE SME (Small & medium
enterprises)

38. Details of Intermediaries

39. Details of Intermediaries (Cont).

40. Thank You