Vishvprabha Ventures Ltd Management Discussions

i 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 1984-85 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.

Introduction

Vishvprabha Ventures Limited (‘VVL or the ‘Company) is engaged in the engineering and construction of large infrastructure projects. The Companys core competencies inthe areas of design, engineering and execution are focused on complex projects of national importance in the areas of transportation, power, marine, water and industrial. WLs projects are hallmarks of quality, excellence, and precision; the Company has delivered numerous engineering marvels within each of its respective segments.

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

VVL contribution significantly to Indias infrastructure landscape includes of Indias including multiple lanes km of roads and expressways, bridges. India has shown unwavering resilience in the face of multiple global macroeconomic and geopolitical shocks. A pandemic, increasing geopolitical tensions, supply chain disruptions and inflation have exposed fault lines in weaker economies and governments around the world. India has on the other hand withstood much of this volatility and is the fastest growing large economy. India also has the distinction of remaining true to climate change goals. While certain commercial challenges such as rising construction costs and supply shortages persist, the bold structural reforms carried out by the Government along with good governance and fiscal discipline, have paved the way for greater investment in infrastructure and stronger GDP growth in the long term. Consequently, India is well on track to becoming a USD 5 trillion economy. Leveraging its expertise in infrastructure industry, VVL is well-positioned to take advantage of the opportunities as they unfold.

Macro-Economic review

The construction Industry in India is expected to increase which is similar to assessments by the other Government and Other private bodies. Controlled inflation and increased private sector investments are among

the key factors supporting Indias GDP growth. The Emergency Credit Linked Guarantee Scheme (ECLGS) has aided the Micro, Small, and Medium Enterprises (MSME) sector, which has witnessed substantial credit expansion. Apart from boosting infrastructure, the central governments capital expenditure has also helped improve rural living conditions, boosting overall demand.

Industry Trends

Need for Affordable Housing

the Indian population is expected to live in urban India (35% today) which is likely to create a demand for 25 Mn additional affordable units.

Adoption of Green Building Solutions

Growth of cities would boost energy demand for powering buildings, making measures such as the revised Energy Conservation Building Code (ECBC), extremely important. Use of green building materials, and energy efficient HVAC and lighting systems are at the forefront of the new paradigm.

Technology/AI Shaping the Industry

Cost efficiencies, faster construction and higher quality are driving implementation of techniques such as aluminium formwork, prefabricated buildings, building information modelling (BIM), etc.

The Union Budget also recommended a rise in capital expenditure, with greater spending on transportation and infrastructure boosting capital creation for states. In the agricultural sector, budget allocations rise, with most spending allocated to cash transfers, interest subsidies, and crop insurance programs. The Ministry of Road Transport and Highways has seen a 25% increase in allocations, mainly for investment in the National Highways Authority of India (NHAI).

Challenges still persist in areas such as healthcare, where high out-of-pocket costs and personnel shortages exist, or in the areas of environment while pricing climate change adaptation. In summary, targeted investments and spending in key sectors are expected to shape Indias industrial growth, but addressing underlying challenges will be crucial for ensuring sustainable progress.

GOVERNMENT POLICIES AND SCHEMES

1. National Mission on Sustainable Habitat 2021-2030

2. Guidelines for PM Vishwakarma Scheme

3. Model Conclusive Land Titling Act and Rules

4. Model Conclusive land Titling Act and Rules

5. Model Guidelines for Development and Regulation of retirement Homes

6. Modified Industrial Infrastructure Up gradation Scheme

7. Real Estate (Regulation and Development) Act 2016, (RERA)

8. Industrial Corridors

9. HRIDAY (Heritage City Development and Augmentation Yojana)

4- 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,

y 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 & Liehade Buildcon Private Limited (Formerly known as 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 with an 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”

i 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 operationsand financial conditions are affected by numerous factors, including the following:

>¦ Government Policies.

5^ Changes in technology.

> Tax policies.

> Cost of various factors.

<i- 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.

4- Discussion on financial performance with respect to operational performance:

• Revenue: Revenue during the year stood at Rs. 761.95 lac increased as compared to Rs. 546.63 lacs in previous year and in case of Consolidated Revenue during the year stood at Rs. 992.21 lac increased as compared to Rs. 595.13 lacs in previous year

• Profit before tax: The Company registered a net profit before tax of Rs 58.83 lacs as compared to net profit before tax loss of Rs. 18.27 lacs in the previous year and in case of Consolidated during the year stood at loss of Rs. 7.63 lac increased as compared to Rs. 13.07 lacs in previous year

• Profit after tax: The Company registered a net profit of Rs. 48.93 lacs as compared to net profit after tax loss of Rs 4.14 lacs in the previous year and in case of Consolidated during the year stood at loss of Rs. 2.28 lac increased as compared to Rs. 27.20 lacs in previous year

4- 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

31,2025.

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 DirectorsReport.

¦i- Industrial relations:

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

4- Forward looking and cautionary statements:

Statements in the managements exchange of views and analysis report describingthe 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 andin the Local, Regional, National and International economies;

> Competition from existing and new entities may adversely affect our revenues andprofitability;

> Political instability or changes in the Governments) 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.

4- Human capital:

The Company prioritizes its employees as precious assets that help Vishvprabha group oaccomplish its goals and realise its objectives. It recognizes 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, 2025, 6 employees were employed in the Company.

A- Changes in key financial ratios:

A- Return on net worth:

Return on Net Worth of the company is stood as 5.42% in the financialyear 2024-25.

For and on behalf of the Board, Vishvprabha Ventures Limited