Vishvprabha Ventures Ltd

Dear Shareholders / Members.

Your Directors presenting the Forty First Annual Report on the business operations and financial performance of Vishvprabha Ventures Limited fthe Company” or “WL”) along with the Audited Financial Statements for the Financial Year ended March 31, 2025 (the “FY”). The consolidated performance of the Company and its subsidiaries has been referred to wherever.

1. FINANCIAL RESULTS:

The financial performance (standalone and consolidated) of the Company for the financial year ended on March 31,2025 and March 31, 2024 is as follows:

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2. HIGHLIGHTS OF COMPANY'S PERFORMANCE:

The audited consolidated revenue of your Company's group including income from operations (gross) and other income during the year ended 31st March 2025 stood at Rs. 1072.64 lac as compared to Rs. 595.91 lac in the previous year. The Group had a net loss of Rs. 2.28 lac as compared to net loss of Rs. 27.20 lac as in the previous year. On an audited standalone basis, the turnover of the Company, including income from operations (gross) and other income for the year under review, stood at Rs. 762.17 lac vis-a-vis Rs. 547.41 lac in the previous year. The Company has a net profit of Rs. 48.93 lac during the year ended 31st March 2024 against profit of Rs. 4.14 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. TRANSFER TO RESERVE:

The Company has not propose to transfer any amount to the any Reserve during the financial year ended 31st March 2025.

5. FUTURE OUTLOOK

The Company always to have future prospects to have growth in construction of projects of buildings, dams roads etc

6. CHANGE OF REGISTERED OFFICE OF THE COMPANY

During the Financial Year, The Registered office was changed to Ushakal CHS Limited, Ground Floor, Unit No. B-003, Plot No.-91, MIDC, Dombivli East, Dombivali I.A., Thane, Kalyan, Maharashtra, India, 421203 (w.e.f November 06, 2024) which was within the local limit from the previous Registered office after obtaining approval from the Board of Directors in the Board meeting dated November 05, 2024.

7. REVISION OF FINANCIAL STATEMENT

During the Year, as per the BSE information company need to file the Financial statements as per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations for the Financial year ended March 31, 2024 as the Statement of impact of audit qualification was also required to be filed and same was filed by the company to BSE June 10, 2024

8. 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.

9. CHANGE IN NATURE OF BUSINESS, IF ANY:

The Company is now into the business of construction and infra projects and there areno changes in the nature of business of the company during the financial year March 2024-25.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

1. During the year under review, Bombay Stock exchange levied a penalty of Rs 55000 for non-filing of Statement of Impact of audit qualification together with the Audited Financial statement for the Financial year ended March 31, 2025 for Standalone and consolidated.

2. Post Financial Year, Company has received an notice from Officer of the Commissioner of Central GST, Thane Rural department for the payment of outstanding of Rs 162000 under section 74 along with the interest of Section 70(3) and penalty under section 74 of CGST Act 2017 along with the interest under section 50 against the reversal of ITC Rs 1,26,000 by the company

3. Case filed against the company Section under which filed 138 Amount 2.50 lacs 2.50 lacs. The company is not liable to pay so much of the amount because the party has not paid the GST on bills and the same is of no more liability to paid. The over all liability of the company now stands at 1.62 lacs approx

11. SHARE CAPITAL:

As on March 31, 2025, 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.31181820/- divided into 31,18,182 equity shares of Rs. 10/- each fully paid as Company issued and allotted 1403182 equity shares of Rs 10 each at a premium of Rs 22 per share during the year.

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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) ofthe Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) DISCLOSURE UNDER SECTION 54(1)(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, 2014is furnished.

C) DISCLOSURE UNDER SECTION 62(1)(A) OFTHE COMPANIES ACT, 2013:

1403182 shares were issued and allotted at Rs 10 each with a premium of Rs 22 per share during the year in term of Right issue as the allotment was approved by the Right issue committee meeting dated September 09, 2024

d) DISCLOSURE UNDER SECTION 62(1)(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(1 )(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.

f) INFORMATION A BOLT SUBSIDIARY / JV / ASSOCIATE COMPANY:

Presently, the Company has two subsidiary companies in the name of “Vishvprabha Foods Private Limited” and “Vishvprabha & Lichade Buildcon Private Limited” (Formerly known as Vishvprabha & VS Buildcon Private Limited

We have a stake holding of 100% in equity shares of Vishvprabha Foods Private Limited and 51% in in equity shares of Vishvprabha & Lichade Buildcon Private Limited (Formerly known as Vishvprabha & VS Buildcon Priv ate 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.com7.

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

12. SEGMENT REPORTING:

The primary business segment of your Company is construction and Foods and Beverages (by Wholly Owned Subsidiary- Vishvprabha Foods Private Limited)

13. DEPOSIT:

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has given unsecured loan to subsidiary Companies Vishvprabha Foods Private Limited and Vishvprabha & Lichade Buildcon Private Limied Except this the Company has not

given any loan or guarantee as falling under the provisions of the Section 186 of the Companies Act, 2013. Details of loans given, investments made or guarantees given or security provided, if any, covered under the provisions of Section 186 of the Companies Act, 2013 and Regulation 34(3) read with Schedule V of the ‘SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015' are given in the notes forming part ofthe financial statements provided in this Annual Report.

15. UNSECURED LOAN FROM DIRECTORS:

During the year under review, the Company has accepted an unsecured loan from the Directors or their relatives, who have provided a declaration in writing to that effect that the amount is not been given out of funds acquired by him by borrowing or accepting loans or deposits from others. The details has been mentioned in the Financial statements

16. PARTICULARS OF CHARGES DURING THE YEAR

Company has complied all the necessary rules as prescribed under companies Act 2013 and agreed between Board party. No new charge was created during the year

17. INSURANCE:

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

18. COMPANY'S POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO DIRECTORS, AND DISCHARGE OF THEIR DUTIES:

As per the provisions of Section 178(3) of the Act, on the recommendation ofthe Nomination & Remuneration Committee of the Company, the Board of Directors had approved a Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration.

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Directors, Key Managerial Personnel, and other employees. The policy also provides the criteria for determining qualifications, positive attributes, and Independence of the Director and criteria for appointment of Key Managerial Personnel / Senior Management while making the selection of the candidates. Pursuant to Section 134(3) of the Act, the Nomination and Remuneration Policy of the Company is available on the website of the Company at www.vishvprabhaventures.com

19. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Companies Act, 2013 and is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013.

20. INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT:

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives which may threaten the existence of the Company. Major risks identified by the various functions are documented along with appropriate mitigating controls on a periodic basis.

21. INTERNAL AUDIT

At the beginning of each financial year, an audit plan is rolled out with approval of the Company's Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit

22. MEANS OF COMMUNICATION:

The quarterly and annual results are generally published in two languagof 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.

23. BOARD OF DIRECTORS:

a) COMPOSITION & CONSTITUTION OF BOARD OF DIRECTORS:

As on March 31, 2025 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. During the Year, Mitesh Jayantilal Thakkar was reappointed as Chairman and Managing Director after obtaining approval from Shareholders in the 40^th Annual General Meeting dated September 30, 2024 for a term of 5 years w.e.f August 09, 2024.

b) BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2024-25:

During the year ended 31st March 2025, 7 (Seven) 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 2025 are as under:

d) BOARD-SKILLS / EXPERTISE / COMPETENCIES:

The Board of directors based on the recommendations of the Nomination and Remuneration Committee, identified the following core skills / expertise / competencies of Directors as required in the context of business of the Comoanv for its effective functionine:

Skills / Expertise / Competencies

1 Leadership qualities

2 Industry knowledge and experience

3 Understanding of relevant laws, rules and regulations

4 Financial expertise

5 Risk management

e) A CHART / MATRIX SETTING OUT THE SKILLS / EXPERTISE AND COMPETENCIES OF THEBOARD 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.

f) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Sectionl78 of the Companies Act, 2013 as on March 31, 2025

The composition of the committee is as under:

1. Ms. Rakhi Ashokkumar Barod- Chairman

2. Mr. Utsav S Bhavsar- Member

3. Mrs. Rajalaxmi Sawant- Member

4. Mitesh J Thakkar- Member

The Board has, in accordance with the provisions of sub-section (3) of Section 178of the 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 in Investor Tab: https://www.vishvprabhaventures.com/.

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

I SELECTION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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 other Directors.

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

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

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

b. Upon recommendation by Chairman or other Directors

II QUALIFICATIONS, EXPERIENCE AND POSITIVE ATTRIBUTES OF 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 the appointment, the job description to the Committee shall be provided and along with justifications that the 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.

III BOARD DIVERSITY AND INDEPENDENCE OF DIRECTORS:

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, toappoint 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 tire 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 the independent directors, as laid down in Section 149 (6) of the Companies Act, 2013 shallbe followed.

IV REMUNERATION OF DIRECTORS:

• 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 the 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 NonExecutive 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, 2025, 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;

The details of Nomination and Remuneration Committee Meetings held from April 01,2024 to March 31, 2025 and attendance of each Director thereat is as follows;

g) AUDIT COMMITTEE:

The Audit Committee of Directors was reconstituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises as on March 31,2025.

1. Mrs. Rakhi Ashokkumar Barod- Chairperson

2. Mrs. Rajalaxmi Sawant- Member

3. Mr. Utsav S Bhavsar- Member.

4. Mitesh J Thakkar- Member

During the year, Following are the changes.

EXTRACT OF TERMS OF REFERENCE:

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

of terms of reference of the Audit Committee, inter-alia includes the following:

• 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, 2024 to March 31,2025 and attendance of each Member thereat is as follows.

h) STAKEHOLDERS' RELATIONSHIP COMMITTEE:

During the year, the Changes in the Committee,

During the year one meeting of the above-mentioned committee was held on November 14, 2024

i) RIGHT ISSUE COMMITTEE

During the vear. Right issue committee held a meeting on April 16. 2024 & September 9. 2024

j) VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

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 (Meetingsof 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. vishvpra bhaventures. com/.

k) ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

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 concernedDirector.

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 14, 2025 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.

v' 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 the Secretarial Standards issued by Institute of Company Secretaries of India with duly circulated. All the resolution has been passed with consent obtained by director majority or unanimously. All the necessary information has been provided included all the material events too.

Function of Board

• 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 the risks associated to it and also work altogether to mitigate the risk. The Company do have an internal control system. The Board also discussed regarding the Monetary and Non Monetary budget along with the corporate performance too with the capital expenditure for the company. During the company has not acquire any company or made any disinvestment

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

• the Board had done necessary arrangement the integrity of the entity's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards along with the information disclosed. The Board evaluated the Secretarial Audit report MR 3 for the FY 2024-2025 as provided by the Secretarial Auditor.

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

The Board in discussion with the Key Managerial personnel in order to resolve the Grievance of all the stakeholders. However there 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 the information was kept with 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 the Grievance of them in fair and timely manner. The Communication process is simple and fast which are done in good faith and ethically in order to make sure the trust with the company remains and all the 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 the Chairman was carried out by the Independent Directors.

The Independent Director does evaluate the performance of Executive Director and Managing Director in a true and fair views. It monitors by the perfonnance 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 the 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 manner. 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.

Committee of Board

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 indenendencv All the Committee are functioning and had functioned as ner 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 the Company, their roles, responsibilities in the Company, and the nature of the industry in which the Company operates. The details relating to the 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.

l) SEPARATE MEETING OF INDEPENDENT DIRECTORS:

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 14, 2025 to review the performance of all Non-Independent Directors, the Board as a whole and the 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 betweenthe 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(6) of the Companies Act, 2013 and Regulation 16( 1 )(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of independence which has been duly assessed by the Board as part of performance evaluation oflndependent Directors. Further, all the new Independent Directors have confirmed that they have registered/ applied for the registration for inclusion of their namein 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 theCompanies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors have complied with the code for Independent Directors prescribed in Schedule TV to the Companies Act, 2013. The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

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 time 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 Performance 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 performance in positive manner 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.

n) TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES- TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

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.

24. 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 preclearance 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 ofthe 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.vishvprabhaventures.com/.

25. AUDITOR'S:

a) STATUTORY AUDITOR'S:

The members of the Company at their 37^Ifa 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. During the Financial year 2025-26, they have resigned as the Statutory auditor of the company as per the resignation letter dated June 11, 2025 due to preoccupation and prior Commitment.

M/s Nimesh Mehta & Associates Chartered Accountantants having FRN 117425W on recommendation by Audit committee and Board of directors has proposed to appoint them as the statutory auditor of the company for the FY 2025-2026 which shall be subject to the approval in the upcoming Annual general meeting. The Auditors have also furnished a declaration confirming their independence The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit Process.

b) COMMENT ON AUDITOR'S REPORT:

The report of the auditors along with notes to the schedules forms part ofthis 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. 4 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, 2025, 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.

c) SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31^st MARCH 2025:

The Board has appointed of M/s. V K Bhanusali & Co. a practicing Company Secretary, Mumbai.

As the Secretarial Auditor of the Company as per the Agreed consideration. Mr. Vinit Kishor Bhanushali having Membership No. 62720 and Certificate of Practice 26886 to conduct Secretarial Audit for the FY 2024-25. The Secretarial Audit report for the financial year ended March 31,2025 is annexed herewith marked as “Annexure 4” to this report.

d) COST AUDIT:

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

26. REPORTING OF FRAUD BY AUDITOR'S:

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

27. 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 that have been entered into by the Company with its related parties having potential conflict with the interests of the Company at large. All the related party transactions entered during the financial year were in the ordinary' course of business and at arms' 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.com/.

28. EXTRACT OF ANNUAL RETURN:

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

29. CORPORATE SOCIAL RESPONSIBILITY:

Social welfare activities have been an integral part of the 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 the provisions of Section 135 of the Companies Act, 2013, as it does not satisfy the conditions of net worth and net profit as laid therein.

30. 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.

31. 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.

32. 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.

33. COMPLIANCE IN RELATION TO MATERNITY BENEFITS ACT 1961,

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

34. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: Five Female Employees: One Transgender Employees: Zero

This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

35. DOWNSTREAM INVESTMENT

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India .

36. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

The Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures and policies, ensuring efficient and orderly conduct of its business, including adherence to the Company's policy, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has adequate Internal Financial Control System that is operating effectively during the year under review.

There were no instances of fraud which necessitates reporting of material mis-statement to the Company's operations.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FIN ANCIAL YEAR:

During the year under review and till date of this Report, the Company has neither made any application against anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

38. DETAILS OF DIFFERENCE BETWEEN THE 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:

During the year, there was no such instance for valuation was needed.

39. 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 the Companies Act,2013:

a) In the preparation of the annual accounts for the Year Ended March 31, 2025 the 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 prudent so as to give a true and fair view of the state of affairs of the company at the March 31, 2025 and of the 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 other 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.

The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

40. GENERAL SHAREHOLDER INFORMATION:

a) 41^s' ANNUAL GENERAL MEETING:

b) FINANCIAL CALENDAR FOR THE YEAR 2024-25.

c) LISTING OF EQUITY SHARES ON STOCK EXCHANGES AND STOCK CODES:

The Company has paid the annual listing fees to the stock exchange for the FY 2024-25.

d) LOCATION AND TIME, WHERE ANNUAL GENERAL MEETING (AGM) FOR THE LAST3 YEARS WERE HELD IS GIVEN BELOW:

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

e) NO EXTRA ORDINARY GENERAL MEETING HELD DURING THE FY 2024-25

0 REGISTRAR AND SHARE TRANSFER AGENT (RTA):

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

M/s MUFG Intime India Pvt. Ltd (formerly knowns as Link Intime India Pvt. Ltd)

C 101,247 Park, LBS Marg,

Vikhroli (West), Mumbai - 400083 Phone: 022-49186000 FAX: 022-49186060 Email: mumbai@in.mpms.mufg.com

g) SHARE TRANSFER SYSTEM:

As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 20!8and 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.

h) DEMATERIALIZATION OF SHARES:

The Company's shares are required to be compulsorily traded on Stock Exchanges in dematerialized form. The number of shares as of 31st March, 2025 held in dematerialized and physical form are as under:

COMPLIANCE WITH MANDATORY AND NON-MANDATORY REQUIREMENTS OF THE LISTING REGULATIONS:

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.

i) 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 2024-25 is Rs. 4,00,000

j) DETAILS OF NON-COMPLIANCE BY THE LISTED ENTITY, PENALTIES, STRICTURESIMPOSED ON THE ENTITY:

Fines as per SEBI circular no SEBl/HO/CFD/PoD2/CIR/P/2023/l20 dated July 11, 2023 (Chapter-VII(A)-Penal Action for Non-Compliance)

1. Pursuant to Regulation 33 of Non-submission of the financial results within the period prescribed under this regulation. Bombay Stock Exchange levied a Penalty of Rs 55,000 on late submission of Financial results as prescribed under Regulation 33 of the SEBI LODR Regulation. The Penalty was paid within the time frame and advised the Management to be more cautious in relation to Compliances.

2. Post Financial Year, Company has received an notice from Officer of the Commissioner of Central GST, Thane Rural department for the payment of outstanding of Rs 162000 under section 74 along with the interest of Section 70(3) and penalty under section 74 of CGST Act 2017 along with the interest under section 50 against the reversal of TTC Rs 1,26,000 by the company

3. Case filed against the company Section under which filed 138 Amount 2.50 lacs 2.50 lacs. The company is not liable to pay so much of the amount because the party has not paid the GST on bills and the same is of no more liability to paid. The over all liability of the company now stands at 1.62 lacs approx.

k) APPRECIATION:

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 associatesduring the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services of all theemployees of the Company.\ The Board of Directors places on record its gratitude to the government and regulatory authorities, correspondent banks, for their support. The Board acknowledges the support of the shareholders and also places on record its sincere thanks to its valued client for its continued patronage. The Board also appreciates to all employees of the Company for their sincere work and commitment.

For and on behalf of the Board of Directors of Vislivprablia Ventures Limited