Vishvprabha Ventures Ltd Management Discussions

Business overview:

Our Company was originally incorporated as a Public Limited Company in name and style of M/s Vishvprabha Trading Limited under the Companies Act, 1956 vide Certificate of Incorporation No.34965 of 84-85 issued by Registrar of Companies, Mumbai on January 02, 1985. Thereafter, our company was granted a Certificate of Business on January 14, 1985. Subsequently, the Company by passing a special resolution in the Annual General Meeting (AGM) held on September 29, 2018 altered the object clause in the Memorandum of Association of the Company vide its Certificate of Registration of the Special Resolution confirming the Alteration of Object Clause(s) dated October 31, 2018 issued by Registrar of Companies, Mumbai. Further,there was a change in the object clause and name clause of the Company from "Vishvprabha Trading Limited" to "Vishvprabha Ventures Limited" vide Certificate of Incorporation pursuant to the change in name issued by Registrar of Companies, Mumbai on November 19, 2018 bearing Corporate Identity Number L51900MH1985PLC034965.

During the FY 2018-19, Mr. Mitesh J. Thakkar & Pramod Gumanchand Ranka HUF acquired 1,40,100 equity shares of face value of Rs.10/- each fully paid of the company aggregating to 57.18% of total share capital, vide an open offer and made incompliance with the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011. After said acquisition erstwhilepromoters ceased to be promoters of the company and Mr. Mitesh J. Thakkar & Pramod Gumanchand Ranka HUF became the new promoters of the company made in compliance with the provision of Securities and Exchange Board of India (Listing Obligation Disclosures Requirement) Regulations, 2015.

Vishvprabha Ventures Limited is a construction company. We are based in Dombivali, Thane. We have many projects in the local area as well as in other states like Goa. Our core business is Civil Construction Projects.

Industry structure and development:

Statements in this report, particularly those which relate to the Companys objectives, projections, estimates, and expectations, may constitute forward-looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

Presently our company is engaged as a contractor and subcontractor for undertaking various construction activities services in area of Dombivli, Thane. Our company is looking forward to the expansion of its construction projects from local cities to other cities and states, which includes the construction of commercial structures and industrial structures.

Our focus area includes:

? Civil construction projects, which include structures such as Airport projects, Bridges & Culverts, Irrigation Projects, Commercial Structures, State & National Highways Railway Projects, Earthworks,

WTP Projects,

High-Capacity Transport Corridors, Power Generation, Water Pipeline Projects, Gas Pipeline Projects, Hospitals & Building Construction.

Our Company also has a plan for expansion of our business through our subsidiary Company which incorporated under the name style of "Vishvprabha & VS Buildcon Private Limited".

We are experienced in various aspects of the projects for identification and selection of location, development, design, project management and sales and marketing.

We focus on residential projects, which include residential buildings in townships, redevelopments, etc. mainly in affordable segments.

We have tethered the fluctuations of the market through the guidance of our promoters. We streamline our project management and construction processes withan aim to develop affordable housing projects consistently and in a timely and cost- efficient manner.

We are also exploring opportunities in juice & pulps market through another of our subsidiary Company in the name style of "Vishvprabha Foods Private Limited".

Our strength:

Significant experience.

Good reputation and brand image.

Experienced execution team & associates. Local market support & experience.

Significant factors affecting our results of operations:

Our business is subjected to various risks and uncertainties. Our results of operations and financial conditions are affected by numerous factors, including the following: Government Policies. Changes in technology. Tax policies. Cost of various factors.

Competitions:

Competition from existing and new entities may adversely affect our revenues and profitability. We believe that our capability, experience and reputation for providing safe and timely completion of projects and quality services allow us to compete effectively.

Discussion on financial performance with respect to operational performance:

? Revenue: Revenue during the year stood at Rs. 188.00 lac, decreased as compared to Rs. 269.61 lac in previous year.

? Profit before tax: The Company registered a net loss of Rs 1.47 lac as compared to net profit before tax Rs.40.94 lac in the previous year

? Profit after tax: The Company registered a net loss of Rs. 1.47 lac as compared to net profit after tax of Rs.42.01 lac in the previous year.

Corporate governance:

The Company does not fall under the purview of Regulations of Corporate Governance. Pursuant to Regulation 15 of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, the provisions of reporting of Corporate Governance as specified in regulation 27(2) is not applicable to the Company, as it does not meet the threshold paid up share capital of Rs.10 crores and net worth of Rs.25 crores as on March 31, 2023.

Accordingly, the Company is fully compliant with the applicable provision and the Company is committed to ensure compliance with all modification within prescribed norms under the applicable laws and regulations.

Also, Company is committed to maintain the highest standards of corporate practices as set out by SEBI as good Corporate Governance, which forms a part of the Directors Report.

Industrial relations:

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the organization.

Forward looking and cautionary statements:

Statements in the managements exchange of views and analysis report describing the Companys projection, estimates, expectations, or predictions may be ‘forward- looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Companys operations include demand and supply conditions. All forward-looking statements are subject to risks, uncertainties, expectations, and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement.

Important factors that could cause actual results to differ materially from our expectations include but are not limited to:

General economic and business conditions in the markets in which we operate and in the Local, Regional, National and International economies; Competition from existing and new entities may adversely affect our revenues and profitability; Political instability or changes in the Government(s) could adversely affect economic conditions in India and consequently our business may get affected to some extent; The performance of our business may be adversely affected by changes in, or regulatory policies of, the Indian National, State and Local Governments; Changes in Government policies and political situation in India may have an adverse impact on the business and operations of our Company; The occurrence of natural or man-made disasters could adversely affect our results of operations and financial condition.

Human capital:

The Company prioritises its employees as precious assets that help Vishvprabha group to accomplish its goals and realise its objectives. It recognises and appreciates their hard work, dedication, and contribution to making the company a better place to work. The Company is committed to providing equal opportunities at all levels, creating safe and healthy workplaces, and ensuring the protection of human health as well as the environment. As of 31st March, 2023, 11 employees were employed in the Company.

Changes in key financial ratios:

Sr. No. Ratio	FY 2022-23	FY 2021-22
1 Current Ratio	1.61	1.65
2 Debt Equity Ratio	1.08	0.87
3 Inventory Ratio	2.29	4.28
4 Operating Profit / (Loss) Margin	-0.01%	-0.17%
5 Net Profit /(Loss) Margin	-0.01%	-0.17%

Return on net worth:

Return on Net Worth of the company is decrease by negative 12.87% in the financial year 2022-23.

For and on behalf of the Board,

Vishvprabha Ventures Limited

Mitesh J. Thakkar

Managing Director

DIN 06480213

Place : Dombivli, Thane

Date : 05/09/2023