Vishvprabha Ventures Ltd

Dear Shareholders / Members,

Your Directors presenting the Fortieth Annual Report on die business operations and financial performance of Vishvprabha Ventures Limited ("the Company" or "VVL") along with the Audited Financial Statements for die Financial Year ended March 31, 2024 (the "FY"). The consolidated performance of the Company and its subsidiaries has been referred to wherever.

The financial performance (standalone and consolidated) of the Company for die financial year ended on March 31,2024 and March 31,2023 is as follows:

(Rs. in Lac)

2. Highlights of company's performance:

The audited consolidated revenue of your Company's group including income from operations (gross) and odier income during die year ended 31st March 2024 stood at Rs. 595.13 lac as compared to Rs. 188.39 lac in die previous year. The Group had a net loss of Rs. 2 7.19 lac as compared to net loss of Rs. 7.00 lac as in die previous year. On an audited standalone basis, the turnover of die Company, including income from operations (gross) and other income for the year under review, stood at Rs. 547.71 lac vis-a-vis Rs. 188.00 lac in the previous year. The Company has a net profit of Rs. 18.27 lac during die year ended 31st March 2024 against loss of Rs. 1.47 lac in the previous year.

3. Dividend:

Dividend was not declared during the Financial Year. Dividend Distribution Policy is available in the website of the Company in the investor tab. www.vishvprabhaventures.com

4. General reserve:

The Company has not transferred any amount to the General Reserve during the financial year ended 31st March 2024.

5. Revision of financial statement:

There was no revision of the financial statements for the year under review.

6. Disclosures under section 134(3)(1) of the companies act, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report.

7. Change in nature of business, if any:

The Company is now into the business of construction and infra projects and there are no changes in the nature of business of the company during the financial year March 2023-24.

8. Significant and material orders passed by the regulators or courts or tribunals:

During the year under review, there have been no such significant and material orders passed by the Regulators or the Court, or the Tribunals impacting the going concern status and company's operations in the future.

9. Share capital:

As on March 31, 2024, the Authorized share capital stands at Rs.5,00,00,000/-divided into 50,00,000 equity shares of Rs.10/- each. Whereas, the issued, subscribed& paid-up share capital of your Company stand at Rs. 1,71,50,000/- divided into 17,15,000 equity shares of Rs.10/- each fully paid, So no changes in the Share capital structure.

a) Disclosure under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Disclosure under Section 54(l)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 20 Mis furnished.

C) Disclosure under Section 62(l)(a) of the Companies Act, 2013:

Company has not issued shares to existing Shareholder on right basis. The Company has made an application to Bombay Stock exchange in order to obtain in principle approval on December 28, 2023 after the Draft letter of offer was approved and considered by the Right Issue committee in there meeting dated December 28, 2023 and received the In Principal Approval on April 08, 2024.

d) Disclosure under Section 62(l)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e) Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

Presently, the Company has two subsidiary companies in the name of "Vishvprabha Foods Private Limited" and "Vishvprabha & VS BuildconPrivate Limited".

We have a stake holding of 100% in equity shares of Vishvprabha Foods Private Limited and 51% in in equity shares of Vishvprabha & VS Buildcon Private Limited.

The company has formulated a policy on the identification of material subsidiaries in line with regulation 16(c) of SEBI (Listing obligation and disclosure requirement) 2015 and same is also available on the company's website https://www.vishvprabhaventures.com/.

A statement containing the salient features of the financial statement of subsidiaries / associate / joint venture companies as per form AOC-1 is annexed as "Annexure 1" to this report. Further, pursuant to Hie provisions of Section 136 of the Act, the standalone and consolidated financial statements of die Company along with relevant documents & separate audited financial statements in respect of subsidiaries are available on the Company's website, https://www.vishvprabhaventures.coni/.

10. Segment reporting:

The primary business segment of your Company is construction.

The Company has not accepted any deposits and as such and no amount of principal or interest was outstanding as of the date of die Balance Sheet. The Company has filed Return of Deposit in the E Form DPT 3 to Ministry of Corporate Affairs and complied all die necessary applicable rules diereto as to furnish information about deposits and/or outstanding receipt of loans or money other than deposits.

12. Particulars of loans, guarantees or investments under section 186:

The Company has given unsecured loan to wholly own subsidiary Company Vishvprabha Foods Private Limited. Except diis the Company has not given any loan or guarantee as falling under die provisions of the Section 186 of die Companies Act, 2013. Details of loans given, investments made or guarantees given or security provided, if any, covered under die provisions of Section 186 of the Companies Act, 2013 and Regulation 34(3) read widi Schedule V of the ‘SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015' are given in the notes forming part of the financial statements provided in this Annual Report.

During die Year Company has subscribed the Shares in Mumbai Enviro Solutions Private Limited. The 9000 Shares of the Mumbai Enviro Solutions Private Limited was sold by die Vishvprabha Ventures Limited to Mr Rajendrakumar Parashuram Dhende and 24500 shares were sold Mr. Ranjit Kamlakar Salunke as Agreed by bodi die parties during die year

13. Particulars of Charges during the Year

During the Year, Company had took a Loan from Bank of Maharashtra of Rs 552,00,000 as per the Sanction letter dated May 04, 2023. All the Necessary forms were duly filed by die Company as per Companies Act 2013 and Applicable rules thereto. E form CHG 1 has been filed by the Company with respect to it.

14. Insurance:

The assets of the Company including buildings, plant & machinery, etc. wherever necessary and to die extent required have been adequately insured against various risks.

15. Internal financial controls & risk management:

The Company has internal control mechanisms commensurate widi the size and scale and nature of die operation's system. The scope and authority of the Internal Audit function are defined by the Audit Committee.

To maintain its objectivity and independence, die internal audit functions report to die Chairman of die Audit Committee of the Board. The internal audit department monitors and evaluates the efficiency and adequacy of

the internal control system in the Company, and its compliance with operating systems, accounting procedures, and policies of the Company. Based on the suggestions of Hie internal audit function, the management undertook corrective action in their respective areas and thereby strengthens the controls.

16. Means of communication:

The quarterly and annual results are generally published in two language of newspaper English and Marathi respectively and simultaneously posted on the Company's website https://www.vishvprabhaventures.com/ and are also available on the website of BSE.

17. Board of Directors:

a) Composition & constitution of Board of Directors:

As on March 31, 2024 The Company had 5 directors which majority of directors are Independent Director. The Board of Directors as on the date comprises of following Directors and Key Managerial Personnel

? Below are the details of changes in the Directors and KMP

Mr. Ashish Ramesh Dange had resigned as Independent Director W.e.f. 07th June 2023

*Mrs. Rajalaxmi Vijay Sawant was appointed as Additional Independent Director w.e.f from 06⁴¹¹ January, 2023 and she was appointed as the Director from Additional Director in the 39^th AGM of the Company dated September 29, 2023

# Mr. Rudrabahadur Bhaktbahadur Bhuiel was appointed as Company Secretary and Compliance officer

w.e.f 03^rd July, 2023

**Mr. Utsav Sumantkumar Bhavsar was appointed as Non-Executive Independent (Additional) Director w.e.f. 03^rd July, 2023 and he was appointed as the Director from Additional Director in the 39^th AGM of the Company dated September 29, 2023

## Mr. Ajay Kumar Singh was appointed as Chief Financial Officer w.e.f 26^th July, 2023.

b) Board Meetings held during the financial year 2023-24:

During the year ended 31st March 2024, 8 (Eight) meetings of the Board of Directors were held. The details of the Board meeting held and the participation of the Directors there at is enumerated as under.

C) Directors' attendance at the Board Meetings and Annual General Meeting(AGM):

The details of attendance recorded at each of the Board Meetings and also at the Annual General Meeting of the Company held during the year ended 31st March 2024 are as under:

e) A chart / matrix setting out the skills / expertise and competencies of the Board of Directors:

The Directors of your Company possess diverse knowledge and requisite skills, expertise, and competencies to effectively discharge adequate technical, financial, legal, and administrative skills in guiding the management. In terms of Para C (2), Schedule V to the SEBI Listing Regulations, the Board of Directors has identified the core skills / expertise / competencies which are desirable for the effective functioning of the Company and its sector.

Accordingly, the details of such skills possessed by the Directors being members of the Board as on 31st March 2024are as under:

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of die Company in accordance widi the requirements of Section 178 of die Companies Act, 2013 as on March 31,2024 '

The composition of die commidee is as under:

1. Ms. Raklii Ashokkumar Barod- Chairman

2. Mr. Utsav S Bhavsar - Member

3. Mrs. Rajalaxmi Sawant- Member

The Board has, hi accordance with die provisions of sub-section (3) of Section 178of die Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. This policy is hosted on Company's website: https://www.vishvprabhaventures.com/.

Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of die Company, are as under:

In case of Executive Directors and Key Managerial Personnel, the selection can be made in either of the ways given below:

a. By way of recruitment from out side

b. From within the Company hierarchy; or

c. Upon recommendation by the Chairman or odier Directors.

The appointment may be made either to fill up a vacancy caused by retirement, resignation, deadi or removal of an existmg Executive Director or it may be a fresh appoinbnent.

In case of Non-Executive Directors, die selection can be made in eidier of the ways given below:

a. By way of selection from the data bank of Independent Directors maintained by the Government.

b. Upon recommendation by Chairman or other Directors

While appointing a Director, it shall always be ensured that the candidate possesses appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company's business.

a. In case of appointment as an Executive Director, the candidate must have the relevant technical or professional qualifications and experience as are considered necessary based on the job description of the position. In case no specific qualification or experience is prescribed or thought necessary for the position than while recommending Hie appointment, the job description to the Committee shall be provided and along with justifications that Hie qualifications, experience and expertise of the recommended candidate are satisfactory for the relevant appointment.

b. The Board, while making the appointment of a Director, shall also try to assess from the information available and from the interaction with the candidate that he is a fair achiever in his chosen field and that he is a person with integrity, diligence, and an open mind.

While making the appointment of directors, the following principles shall be observed by the Board, as far as practicable:

• There shall be a proper mix of Executive and Non-Executive Directors and Independent and Non-independent directors on the Board. The Company shall always be in compliance with the provisions of Section 149 of the Companies Act, 2013 in this regard.

• There shall be a workable mix of directors drawn from various disciplines like technical, finance, commercial, legal, etc.

• While appointing a director to fill in a casual vacancy caused by death, resignation etc. of a director, an effort shall be made, as far as possible, to appoint such a person in his place who has the relevant experience in the fields or disciplines in which the outgoing director had with relevant expertise as requisite to the business of the Company.

• No preference on the basis of gender, religion or cast shall be given while considering the appointment of directors.

• While appointing independent directors, the criteria for Hie independent directors, as laid down in Section 149 (6) of the Companies Act, 2013 shall be followed.

• Remuneration to Directors is based on various factors like the Company's size, economic and financial position, Directors' participation in Board and Committee Meetings and after benchmarking with peer companies. Based on Hie same and performance evaluation of the concerned director, NRC recommends to the Board, that remuneration be payable to the Directors.

• The remuneration paid to Managing Director and Executive Director(s) includes base salary and variable compensation while remuneration to Independent Directors is based on various factors like committee position, chairmanship, attendance, and participation and performance evaluation. The Independent Directors are entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board/Committee meetings, and commission.

• In terms of Regulation 46 of the SEBI Listing Regulations, the criteria for payment to Non Executive Directors is available on the website of the Company: https: //www. vishvprabhaventures. com/.

• For details of remuneration paid / payable to Directors for the year ended March 31,2024, refer to Annual Return available in the Website of the Company.

The details of meeting held and participation of members of the committee is as follow;

Mitesh J Thakkar attended the Meeting as Invitee during the Year.

The details of Nomination and Remuneration Committee Meetings held from April 01,2023 to March 31, 2024 and attendance of each Director thereat is as follows;

During tire year, Following are the changes.

The Audit Committee of Directors was reconstituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of Hie Audit Committee is in conformity with Hie provisions of the said section. The Audit Committee comprises as on March 31,2024.

1. Mrs. Rakhi Ashokkumar Barod- Chairperson

2. Mrs. Rajalaxmi Sawant- Member

3. Mr. Utsav S Bhavsar- Member.

During the year, Following are the changes.

Pursuant to Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations, a brief description

of terms of reference of Hie Audit Committee, inter-alia includes the folio whig:

• Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of auditor's of the Company and review and monitor the auditor's independence and performance, and effectiveness of audit process;

• Reviewing, with the management, the quarterly & annual financial statements before submission to the Board for approval along with the draft audit report;

• Reviewing utilization of loans and/ or advances from / investment by the holding company in the subsidiary exceeding prescribed limits and also review the financial statements, in particular, the

investments made by the unlisted subsidiaries of the Company;

• Approval or any subsequent modification of transactions of the Company with related parties;

• Recommendation to the Board, related party transactions not covered under Section 188, if not approved by the Audit Committee;

• Ratifying a transaction involving an amount not exceeding 1 Crore entered into by a Director or officer of the Company;

• Evaluation of internal financial controls and risk management systems;

• Reviewing compliance with listing and other legal requirements relating to financial statements;

• Reviewing, with the management, performance of statutory and internal auditor's, adequacy of the internal control systems;

• Establishing & reviewing the functioning of the Whistle Blower Mechanism;

• Reviewing compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 and verify that the systems for internal control are adequate and are operating effectively.

The details of the meeting held and participation of members of the committee areas follows;

The details of Audit Committee Meetings held from April 01, 2023 to March 31,2024 and attendance of each Member thereat is as follows. Mitesh J Thakkar attended the Meeting as Invitee during the Year.

h) Stakeholders' relationship committee:

During the year, the Committee was reconstituted on 26/07/2023 wherein Mr Ashish Dange resigned as the Chairperson and Mrs. Rakhi Barod was appointed as Chairperson. Mitesh J Thakkar attended the Meeting as Invitee during the Year.

A meeting of the above-mentioned committee was held on January 11, 2024

During the year. Right issue committee held a meeting on December 28.2023

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right / option to report their concerns / grievances to the Chairman of the Audit Committee.

The Company is committed to adhering to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Company's website at: https://www.vishvprabhaventures.com/.

The nomination and Remuneration Committee of the Board had prepared and sent, through its Chairman, feedback forms for evaluation of the Board, Independent Directors and the Chairman. The Independent Directors at their meeting considered and evaluated the Board's performance, and the performance of the Chairman. The Board subsequently evaluated the performance of the Board, the Committees and Independent Directors; without participation of the concemed Director.

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on February 22, 2024 to review the performance of Non-independent Directors (including the Chairman) and the Board as a whole Performance evaluation of Independent Directors was conducted by the Board of Directors, excluding the Director being evaluated. The criteria for performance evaluation of Independent Directors laid down by the Nomination, Remuneration and Compensation Committee are as below:

V The Board of Directors competent in order to assess the strength, weakness, opportunities and Thread in order to conduct the business for growth and have sustainable,

V Mitesh Thakkar is having an experience of more than 2 decades and Mr. Paresh Desai along possess experience of couple of years having the same line of business. Whereas Mrs. Rakhi Barod, Mrs. Rajalaxmi Sawant and Mr. Utsav Bhavsar do posses the necessary experience too.

¦A The Directors are qualified to deal with the conduct of affairs effective with account, finance, business strategy and have a sustainable growth

V The Board was and is highly diversified to deal the in-business growth of the Business along with other parameters like Human resource, Marketing strategy, Financial growth and environment friendly work

V Appointment of Board of directors was done as per companies act 2013 read with SEBI LODR Regulations 2015 in compliance relation to it. The Board of directors duly complied the conditions of independence and also possess experience and knowledge in relation to it.

The Meeting of Directors generally happens frequently and repetitive as required under applicable laws

and rules on regular basis in terms of companies act 2013 and SEBI LODR Regulations requirement structure. Such meeting are enough to perform the duties for the company. The Venue are generally of the Meeting was Registered office of the Company and time was compatible for them to attend the meeting including Committee meeting

Agenda was circulated and provided before the meeting and tabled with the relevant information including major decisions. All the necessary explanation and papers were provided to the Board members for discussion. Generally, all the agenda usually discussed in the same meeting so there were so such outstanding items of previous meeting. All the discussion items were discussed without any rush and provided sufficient time for discussion. All the directors had participated in the meeting with relevant expertise and knowledge including Committee Activities.

In the meeting all the issues were discussed comprehensively with a good environment in a professional manner which always value added for decision along with opinions and views were welcomed accordingly as collectively by participating actively. The Minutes were recorded as per Companies Act 2013 along with die Secretarial Standards issued by Institute of Company Secretaries of India widi duly circulated. All die resolution has been passed witii consent obtained by director majority or unanimously. All the necessary information has been provided included all the material events too.

• The Roles and responsibilities of Board of directors are different as per their expertise and knowledge thereof. The Board is wholly committed to execute the plan, strategy and also evaluate die risks associated to it and also work altogedier to mitigate the risk. The Company do have an internal control system. The Board also discussed regarding die Monetary and Non Monetry budget along with the corporate performance too with the capital expenditure for the company. During die company has not acquire any company or made any disinvestment

• During the Year, die Company has complied all the necessary compliance and die discuss any new amendment with respect to it. The Compliance officer monitors and the sufficient information to monitor die same along widi die Board to provide the sufficient information.

• die Board had done necessary arrangement the integrity of die entity's accounting and financial reporting systems, including die independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with die law and relevant standards along with the information disclosed. The Board evaluated the Secretarial Audit report MR 3 for the FY 2023-2024 as provided by die Secretarial Auditor.

• In case of High risk issues, the Board asses the risk along with die alternatives to mitigate the risk as I shall not impact the organization along widi the right direction and motivation to be provided along with all the necessary information provided the same

The Board in discussion widi the Key Managerial personnel in order to resolve die Grievance of all

the stakeholders. However tiiere are no conflict of interest was arise and all the Board of Directors has worked all together with their mutual consent. All the Stakeholder can address their Grievance to the Company secretary and same will be discussed and resolution was provided. All die information was kept widi all the personal information of the stakeholder privately, The Company has more than half of Board as independent Directors and they discuss and exercise the power and resolve the issues in case of any conflict of interest.

The Stakeholder values are adequate by resolving die Grievance of diem in fair and timely manner. The Communication process is simple and fast which are done in good faith and ediically in order to make sure the trust widi the company remains and all die stakeholder shall be treated equally and fairly altogether.

The Values and Culture was performed and will be performed in the Organisation. Similarly, performance evaluation of die Chairman was carried out by die Independent Directors.

The Independent Director does evaluate die performance of Executive Director and Managing Director in a true and fair views. It monitors by the performance of the Company providing the strategies and a power performance in both financial performance. The Remuneration is as per Companies Act 2013 and read with SEBI LODR Regulations. The Company reimburse all Hie expenses by the Directors and Key Managerial Personnel which are incurred towards the company. The Level of Independence of all the director is adequate and actively exchange of information in a true and transparent maimer. The Company do have sufficient funds in order to take expert advice or opinion if required. Currently there is no succession plan for the company by the management

The directors are provided induction programmed during the appointment and resignation in order to take the views and opinion regarding the company. The Training program are scheduled frequently and repetitively for the Directors to up to date themselves in relation to finance.

All the Necessary committees has been formed as per the Companies Act 2013 read with SEBI LODR Regulations 2015. They have been assigned to do all the necessary competence in the Company with there independency. All the Committee are functioning and had functioned as per the criteria which are needed to fulfilled. The Structure of the committee has been as per Companies Act 2013 read with SEBI LODR Regulations 2015 and had contributed to the decision of Board significantly

4- Familiarization programme:

The Company has familiarized and facilitate the Independent Directors with Hie Company, their roles, responsibilities in the Company, and the nature of the industry in which the Company operates. The details relating to Hie familiarization program are available on the website of Company's website at: https://www.vishvprabhaventures.com/.

They also contribute in the Committee meeting too which are required in order to safeguard the interest of stakeholders., compliance and other important aspects which are necessary for the company.

As stipulated by the code for Independent Directors in Schedule IV of the Act and Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on February 22,2024 to review Hie performance of all Non-Independent Directors, the Board as a whole and Hie performance of the Chairman of the Company taking into account the views of other executive and non-executive directors. The independent directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees towards effective and reasonable performance and discharge of their duties.

m) Declaration by Independent Director(s):

The Company has received the declaration of independence from the Independent Directors as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, confining that they meet the criteria of independence which has been duly assessed by the Board as part of performance evaluation or lndependent Directors. Further, all the new Independent Directors have confirmed that they have registered/ applied for the registration for inclusion of their name in the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs. Also, Independent Directors have confirmed that, if applicable, they shall undergo the proficiency test in accordance with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors have complied with the code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

Mrs Rakhi Barod and Mrs Rajalaxmi Sawant are professional person in terms of Law graduate and Mr Utsav S Bhavsar is the Member of Institute of Company Secretary of India having immense knowledge for law and financial matters in order to fulfill the competency and function as a team as whole. All the director are punctual and attend the meeting on tune and participate with all the commitment and expertise required in order to take a decision and make significant contribution and add the values of them to the company. All the director do share the independence and keep it as required under Companies Act and SEBI LODR Regulations. All the Independent do safeguard the interest of the Company of all the Stakeholders duly committed the same.

Evaluation Method:

The Perfonnance of Board Generally taken by taking views orally and keeping it Confidentially by having conversation face to face or having interviews personally. The Question will be related to knowledge, experience, handling of situations which are risky and not easy. The Company do take views from the external experts so that the decision can get more accurate and wiser for the Company for decision making. The external experts are not related party with the company.

The Chairperson generally being active have discussion with the independent director to fulfill the role and requirement as needed. The Confidentiality of conversation and information are maintained at high level.

The Training has been provided as needed as per the requirement with the timeline to finish any given work as needed towards the company. Each independent director used to give sufficient information and other resources in to order to fulfill.

Generally, the Evaluation of performance is done every year once in the Financial Year, So that all the directors fulfill the responsibilities given to directors.

The objective is to have sustainable growth in the Company and since reviewing the evaluation process makes the company's perfonnance in positive maimer individually and collectively altogether which are done once in a year on regular basis. The Management do take the views seriously received from internal and external members too and which are not related to the company.

Pursuant to Section 125 of the Act, to the extent notified, dividends that are unclaimed for a period of seven years are to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government and no claim shall lie against IEPF. The Company was not required to transfer any funds to the Investor Education and Protection Fund for the year under review.

18. Prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulating trading in securities by the Directors and designated employees of the Company. The Code requires preference for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price-sensitive information in relation to the Company and during the period when the trading window is closed. The Compliance Officer is responsible for the implementation of the Code.

The code of prevention of insider trading and fair disclosures is there on the website of the Company.

All Board of Directors and the designated employees have confirmed compliance with the Code.

The Company's Code of practices and procedures for fair disclosure of unpublished price-sensitive information is available on the Company's website at: https://www.vishvprabhavenhrres.com/.

19. Auditor's:

a) Statutory Auditor's:

The members of the Company at their 37th Annual General Meeting held on Wednesday, September 29th, 2021, had appointed M/s. S G C O & Co. LLP, Chartered Accountants, Mumbai having Firm's Registration No. 112081W/W100184 as a Statutory Auditor of the Company for a period of 5 (Five) years.

The report of the auditors along with notes to the schedules forms part of this Annual Report. The observations made by the auditor in their Auditor's Report are self-explanatory and therefore do not call for any further comments.

Qualified Opinion of Auditor report

The Group is not accounting for liability for Gratuity as required under Indian Accounting Standard 19 (IndAS-19) relating to Employees Benefits as referred to in Note No. 3 to financial results. We are unable to comment upon the resultant effect on assets, liabilities, profit / (loss) other comprehensive income / (loss) and Total comprehensive income / (loss) for the year as the amount of such benefit is presently not ascertainable.

Management View on Qualified Opinion

As per Section 4(1) of Payment of Gratuity Act 1972, Gratuity shall be payable to an employee who has rendered continuous service for not less than five years on the termination of his employment

i. (a) on his superannuation, or

ii. (b) on his retirement or resignation, or

iii. (c) on his death or disablement due to accident or disease.

As on March 31, 2024, no employee had worked for more than 5 years continuously, so the Management is of the opinion that no provision is required to be made in the books of account. There is no impact in the Financial Statement especially Profit and loss account since it's not applicable. The Company shall make the payment of Gratuity to employees once it is applicable and the Payment of Gratuity Act 1972 shall enforce accordingly.

The Board has appointed of M/s. V K Bhanusali & Co. a practicing Company Secretary, Mumbai. Mr. Vinit Kishor Bhanushali having Membership No. 62720 and Certificate of Practice 26886 to conduct Secretarial Audit for die FY 2023-24. The Secretarial Audit report for die financial year ended March 31, 2024 is amiexed herewitii marked as "Annexure 4" to this report.

The provisions of Section 148 under die Companies Act, 2013 are not applicable to die Company.

20. Reporting of fraud by auditor's:

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of fraud committed hi die Company by its officers or employees, to die Audit Committee under Section 143(12) of the Companies Act,2013 details of which need to be mentioned in the Report.

21. Related party transactions:

The transactions falling under Section 188 are annexed hereto as "Annexure 2". However, related party transactions as per Ind AS 24 form part of the financials. During the year under review, there were no materially significant related party transactions diat have been entered into by die Company with its related parties having potential conflict with the interests of the Company at large. All the related party transactions entered during die financial year were in die ordinary course of business and at amis' length and approved by the Audit Committee. The Board has approved a policy for related party transactions, which is available on the Company's website at: https://www.vishvprabhaventures.coni/.

22. Extract of annual return:

Pursuant to provisions of Section 92(3) of die Companies Act, 2013 (‘die Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, die extract of the annual redim is displayed on die website of die Company, www.vishvprabhaventures. com

23. Corporate social responsibility:

Social welfare activities have been an integral part of die Company since its inception. The Company is committed to fulfilling its social responsibility as a good corporate citizen. However, the Company is not covered by die provisions of Section 135 of the Companies Act, 2013, as it does not satisfy the conditions of net worth and net profit as laid dierein.

24. Secretarial standards of ICSI:

Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board and general meetings are generally complied with by the Company.

25. Particulars of employees:

The Company does not have any employee whose particulars are required to be given in terms of the provisions of Section 197(12) of the Companies Act, 2013 read along with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details of workplace sexual harassment complaints reported as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the Year, The Committee was reconstituted as per the Act. The Policy was also been reviewed and same has been uploaded in the website of the company www.vishvprabhaventures.com

The Company has complied all the applicable rules as prescribed in (Prevention, Prohibition and Redressal Act, 2013). Company also taken measures to upgrade the safety measures of Women. The Company also has zero tolerance for sexual harassment in the workplace and has adopted a policy on prevention, prohibition, and redress of sexual harassment at the workplace. With the objective of providing a safe working environment, all employees are covered under this policy.

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The particulars relating to conservation of energy and technology absorption, stipulated in the Companies (Accounts) Rules, are attached as "Annexure 3". There are no foreign exchange earnings or outgo during the year under review.

27. Directors' responsibility statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of Hie Companies Act,2013:

a) In the preparation of the annual accounts for die Year Ended March 31, 2024 die applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and pmdent so as to give a true and fair view of the state of affairs of the company at the March 31, 2024 and of die profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and odier irregularities;

d) The directors had 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) And the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operating effectively.

28. General shareholder information: a) 39th Annual General Meeting:

The Company has paid die annual listing fees to die stock exchange for dieFY 2023-24.

All die resolutions set out in the respective notice were passed by therequisite majority of die shareholders.

The registered office address and contact details of RTA are as follows:

M/s Link Intime India Pvt. Ltd.

C 101,247 Park, LBS Marg,

ViMiroli (West), Mumbai - 400083

Phone: +918108116767

Email: mthelpdesk@hnkintimeco.in

The Board has the authority for approving the transfer, and transmission of the Company's securities. The Company ensures that Hie half-yearly Compliance Certificate pursuant to regulations 40(9) and 40(10) of the SEBIListing Regulations are filed with the Stock Exchanges.

As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018and further amended vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities(except in case of transmission or transposition of securities) cannot be processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories. Therefore, members holdingshares in physical form are requested to take necessary action to dematerialize the holdings.

The Company's shares are required to be compulsorily traded on Stock Exchanges in dematerialized form. The number of shares as of 31st March, 2024 held in dematerialized and physical fonn are as under:

The Company has complied with all mandatory requirements of Listing Regulations and has not adopted any non-mandatory requirements which are not applicable to the Company.

j) Fees payable to Statutory Auditors:

Total consolidated fees payable to the Statutory Auditors for statutory audit fees including reimbursement of expenses and others for FY 2023-24 is Rs. 4,60,000

NIL. * " "

Your Directors would like to express their appreciation for the cooperation and assistance received from Government authorities, financial institutions, banks, vendors, customers, shareholders and other business associates during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services of all the employees of the Company.

(Pursuant of first proviso to sub-section (3) of section 129 read with rule 5 of Companies

(Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries / associate companies / joint ventures:

* Includes Share Capital and Reserves.

1. Names of subsidiaries which are yet to commence operations: - NIL

2. Investment in subsidiary company.

a. Vishvprabha & VS Buildcon Private Limited - Company holds 25,500/- equity shares of Rs. 10/- each fully paid up.

b. Vishvprabha Foods Private Limited - The company held 500,000/- equityshares ofRs. 10/- each fully paidup.

(Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies

(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain ami's length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at ami's length basis:- Nil.

2. Details of material contracts or arrangement or transactions at arm's length basis:-

(For the financial year ended 31 st March 2024)

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

VISHVPRABHA VENTURES LIMITED Ground Floor, Avighna Heights, Survey No 45-4B,

Behind Sarvoday Park, Nandivali Road,

Dombivili East Dombivili Thane 421201 MH

We have conducted the secretarial audit of die compliance of applicable statutory provisions and die adherence to good corporate practices by VISHVPRABHA VENTURES LIMITED (hereinafter called the Company) financial year ended on 31st March, 2024. Secretarial Audit was conducted in a maimer diat provided us a reasonable basis for evaluating die corporate conducts/statutory compliances and expressing our opinion tiiereon.

Based on our verification of the Company's books, papers, minute books, forms and redims filed and other records maintained by the company and also the information provided by the Company, its officers, agents and autiiorized representatives during die conduct of secretarial audit, We hereby report diat in our opinion, die company has, during die audit period covering die financial year ended on 31st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the maimer and subject to die reporting made hereinafter:

We have examined die books, papers, minute books, forms and returns filed and other records maintained by die Company for the financial year ended on 31st March, 2024 according to die provisions of:

I. The Companies Act, 2013 (die Act) and the rules made diereunder;

II. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made diereunder;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act, 1999 and the mles and regulations made diereunder to die extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

V. The following Regulations and Guidelines prescribed under die Securities and Exchange Board of India Act, 1992 ('SEBI Act'):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; Not Applicable during the Year

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; Not Applicable during the Year

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable during the Year

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents

Regulations, 1993 regarding the Companies Act and dealing with client; Not Applicable during the Year

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not Applicable during the Year and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not Applicable during the Year

VI. The Company has informed that there are no laws which are specifically applicable to the Company.

VII. We have also examined compliance with the applicable clauses of the following:

a. Secretarial Standards issued by The Institute of Company Secretaries of India.

b. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

c. The Listing Agreements entered into by the Company with BSE Limited;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:

1. The Company was required to Intimate Stock Exchange for Intimation of Board Meeting dated April 13, 2023, where Company had failed to Intimate the same to Stock Exchange.

2. As per LODR regulations, company need to appoint compliance officer within 3 months from the date of

casual vacancy, Company was in search of compliance officer and thus appointed compliance officer w.e.f July 3 2024. ' '

We further report that: The Board of Directors of the Company is duly constituted subject to our observations made herein above. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes. All the decisions were passed unanimously in the Board Meetings and with requisite majority in the General Meetings.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines except mentioned above.

We further report that the Right Issue Committee at their Meeting held on December 28,2023 had approved the draft Letter of Offer for the Right Issue and the same was submitted to the Stock Exchange and In-Principle approval for the same was received on April 08, 2024.

Note: This report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report.

To,

The Members,

Ground Floor, Avighna Heights, Survey No 45-4B,

Behind Sarvoday Park, Nandivali Road,

Dombivili East Dombivili Thane 421201 MH

Our report of even date is to read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provided a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Book of Accounts of the Company.

4. Whereever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, mles, regulation, standards is the responsibility of management. Our examination was limited to the verification of procedures on the test basis.

6. The Secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

(Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI(Listing Obligations

and Disclosure Requirements) Regulations, 2015)

To,

The Members,

Ground Floor, Avighna Heights, Survey No 45-4B,

Behind Sarvoday Park, Nandivali Road,

Dombivili East Dombivili Thane 421201 MH

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of VISHVPRABHA VENTURES LIMITED having CIN: L51900MH1985PLC034965 and having registered office at Ground Floor, Avighna Heights, Survey No 45-4B, Behind Sarvoday Park, Nandivali Road, Dombivili East Dombivili Thane 421201 MH (hereinafter referred to as ‘the Company'), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10 (i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31^st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.