- All
- Important
- Financial Update
- Fund Raise
- Board Meeting
- Dividend/Bonus
- JV/Acquisition
- Investor Meet
- Insider Trade
- Pledging
- Others
Vishvprabha Ventures Ltd — Others, 06-08-2025: AGM/EGM
®
VISHVPRABHA VENTURES LIMITED
CIN :L51900MH1985PLC034965
GSTIN : 27AAACV9231B1ZK
REGD. OFFICE : USHAKAL CHS LTD, GROUND FLOOR, B-
003, PLOT NO- 91, MIDC, DOMBIVLI EAST, THANE,
MAHARASHTRA - 42.1203
To,
BSE Limited
Phiroze Jeeyeebhoy Towers, 21st Floor,
Dalal Street, Mumbai — 400001
BSE SCRIP CODE: 512064
Subject: Intimation under Regulations 30 and 34 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’) -
Notice of 41** Annual General Meeting and Integrated Annual Report of the Company for the Financial
Year 2024-25
The 41** AGM has been scheduled on August 29, 2025 at 2:00 P.M. through Video Conferencing
(“VC’)/Other Audio Visual Means (OAVM°’) in compliance with the applicable circulars issued by Ministry
of Corporate Affairs and Securities and Exchange Board of India (SEBI). Enclosed herewith the Annual
report for the Financial year 2024-2025 along with the Notice of 41* Annual general meeting
The Schedule of E voting
Event Day, Date and Time
Cut off date Friday August 22, 2025
Commencement of remote E voting Tuesday August 26, 2025 at 9:00 IST
End of Remote E voting Thursday August 28, 2025 at 17:00
IST
Kindly note that the aforesaid documents are also being sent through electronic mode to all those Members
whose email address are registered with the Company/ MUFG Intime India Private Limited (Formerly known
as Link Intime India Private Limited) (the “Registrar and Transfer Agent” of the Company)/Depository
Participant(s) in accordance with the applicable circulars.
WEBSITE: www.vishvprabhaventures.com E MAIL: cosec@vishvprabhaventures.com MOB : 8850814600.
----------------Page (0) Break----------------
CIN : L51900MH1985PLC034965
® GSTIN : 27AAACV9231B1ZK
REGD. OFFICE : USHAKAL CHS LTD, GROUND FLOOR, B-
003, PLOT NO- 91, MIDC, DOMBIVLI EAST, THANE,
VISHVPRABHA VENTURES LIMITED MAHARASHTRA-421203
Further, in compliance with Regulation 36(1)(b) of the Listing Regulations, a letter is being sent to Members
whose e-mail id are not registered with the Company/the Registrar and Transfer Agent/the Depository
Participant(s) providing the weblink where the Integrated Annual Report of the Company for the Financial
Year 2024-25 and the Notice of the 41‘ AGM can be accessed on the Company’s website.
https://vishvprabhaventures.com/wp-content/uploads/2025/08/Annual-Report-2024-2025.pdf and also in
the portal of Central Depository Services (India) Limited www.evotingindia.com
For Vishvprabha Ventures Limited
Rudrabahadur Bhujel
Company Secretary and Compliance officer
Date: August 06, 2025
Place: Dombivli, Thane
WEBSITE: www.vishvprabhaventures.com E MAIL: cosec@vishvprabhaventures.com MOB : 8850814600.
----------------Page (1) Break----------------
®
CIN :L51900MH1985PLC034965
GSTIN : 27AAACV9231B1ZK
VISHVPRABHA VENTURES LIMITED REGD.OFFICE : USHAKAL CHS LTD, GROUND FLOOR, B-
003, PLOT NO- 91, MIDC, DOMBIVLI EAST, THANE,
MAHARASHTRA - 42 1203
me
VISHVPRABHA VENTURES LIMITED
VISHVPRABHA VENTURES LIMITED
418T ANNUAL REPORT
2024-2025
----------------Page (2) Break----------------
Vishyprabha Ventures 2024-25
CORPORATE INFORMATION
Particulars Remarks
Chairman & Managing Director Mr. Mitesh Jayantilal Thakkar
Whole Time Director Mr. Paresh Ramanlal Desai
Independent Directors Mrs. Rajalaxmi Viyay Sawant
(Resigned w.e.f May 01, 2025)
Mr. Utsav S. Bhavsar
(Resigned w.e.f July 14, 2025)
Mrs. Rakhi Ashokkumar Barod
Mr. Manish Prabhakar Patil (Appointed w.e.f May 30,
2025 subject to the approval of shareholders)
Company Secretary and Compliance
officer
Mr. Rudrabahadur B.B. Bhujel
Chief Financial Officer Mr. Ajay Kumar Singh
CIN L5195100MH1985PLC034965
Website www.vishvprabhaventures.com
Investor grievances email id cosec@vishvprabhaventures.com
Listed on Stock Exchanges 512064 (Bombay Stock Exchange)
ISIN INE762D01011
Bankers and Financial Institution
1. Bank of Maharashtra
2. Mahindra and Mahindra Financial Services
Limited
Registered Office:
Ushakal CHS Limited, Ground Floor, Unit No. B-
003, Plot No.-91, MIDC, Dombivli East, Dombivali
LA., Thane, Kalyan, Maharashtra, India, 421203
(w.e.f November 06, 2024)
Registrar & Share Transfer Agent
M/S MUFG Intime India Private Limited
(Formerly known Link Intime India Pvt Ltd)
Address: C-101, 247 Park, L.B.S. Marg,
Vikhroli (West), Mumbai -400083
CIN: U67190MH1999PTC118368
TEL: 022-49186000 Fax: 022-491 86060
Email: mumbai@linkintime.co.in
Web: www.linkintime.co.in
Statutory Auditor:
M/s SGCO & Co LLP
4A, Kaledonia, 2"! Floor, Near Andheri Station,
Andheri East, Mumbai 400069
Email: accounts@sgco.co.in
Website: www.sgco.in
Internal Auditor
N.A. Siddiqui & Co.
2™ Floor, Macedose Restaurant, Golghar,
Gorakhpur-273001
Email: nasiddiquico@gmail.com
WEBSITE: www.vishvprabhaventures.com E MAIL: cosec@vishvprabhaventures.com MOB : 8850814600.
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Vishyprabha Ventures
Audit Committee
Mrs. Rakhi A Barod — Chairperson
Mr. Utsav S Bhavsar — Member
Mrs. Rajalaxmi Sawant- Member
Mr. Mitesh Jayantilal Thakkar- Member
Stakeholder Relationship Committee
Mrs. Rakhi A Barod — Chairperson
Mr. Utsav S Bhavsar — Member
Mrs. Rajalaxmi Vijay Sawant- Member
Mr Mitesh Jayantilal Thakkar- Member
Secretarial Auditors:
M/s V K Bhanushali & Co
Practicing Company Secretaries
Proprietor: Vinit Kishor Bhanushali
ACS M No.: 62720 & COP No: 26886
Address: Rajhans Helix 3, 808, 8th Floor, Old
Shreyas Cinema Road, L.B.S. Marg, Ghatkopar
(West),
Mumbai - 400086.Maharashtra
Email: csvinitbhanushali@gmail.com
WEBSITE: www.vishvprabhaventures.com E MAIL: cosec@vishvprabhaventures.com MOB : 8850814600.
2024-25
Nomination and Remuneration Committee
Mrs. Rakhi A Barod — Chairperson
Mrs. Utsav S Bhavsar — Member
Mrs. Rajalaxmi Sawant- Member
Mr. Mitesh Jayantilal Thakkar- Member
Right Issue Committee
Mrs. Rakhi A Barod- Chairperson
Mr. Mitesh J Thakkar- Member
Mr. Paresh Desai- Member
Scrutinizer
M/s V K Bhanushali & Co
Practicing Company Secretaries
Proprietor: Vinit Kishor Bhanushali
ACS M No.: 62720 & COP No: 26886
Address: Rajhans Helix 3, 808, 8th Floor, Old
Shreyas Cinema Road, L.B.S. Marg, Ghatkopar
(West),
Mumbai - 400086.Maharashtra
Email: csvinitbhanushali@gmail.com
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Vishvprabha Ventures 2024-25
INDEX
Sr No | Particulars Page No.
1 Management Discussion analysis report Ls
2 Director report along with Annexures 6-30
3 Secretarial Audit report 31-34
4 Certificate Of Non-Disqualification of Directors 35-36
5 Declaration From Chairman and Executive Director 37
6 Certification By Managing Director and Chief Financial Officer Of
The Company 38-39
7 Disclosure with Respect to Listed Entity Identified As ‘Large 40
Corporate.
8 Consolidated Financial Statement for The Financial Year Ended 41-87
March 31, 2025
9 Standalone Financial Statement for The Financial Year Ended March
31, 2025 $8-135
: x : 10 Notice Of 41° Annual General Meeting 136-146
11 CDSL E-Voting System — For E-Voting And Joming Virtual 147-154
Meetings
WEBSITE: www.vishvprabhaventures.com E MAIL: cosec@vishvprabhaventures.com MOB : 8850814600.
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Vishvprabha Ventures 2024-25
® CIN :L51900MH1985PLC0O34965
GSTIN : 27AAACV9231B1ZK
REGD. OFFICE : USHAKAL CHS LTD, GROUND FLOOR, B-
003, PLOT NO- 91, MIDC, DOMBIVLI EAST, THANE,
VISHVPRABHA VENTURES LIMITED MAHARASHTRA « 42 1203
MANAGEMENT DISCUSSION & ANALYSIS REPORT
*% 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 Company’s core competencies in the areas of design, engineering and execution
are focused on complex projects of national importance in the areas of transportation, power, marine, water and
industrial. VVL’s 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 1s Civil Construction Projects.
VVL contribution significantly to India’s infrastructure landscape includes of India’s 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 5S 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
WEBSITE: www.vishvprabhaventures.com E MAIL: cosec@vishvprabhaventures.com MOB : 8850814600.
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Vishyprabha Ventures 2024-25
the key factors supporting India’s 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 government’s 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 1s 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 1n 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 1n 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 India’s industrial growth, but addressing underlying challenges
will be crucial for ensuring sustainable progress.
GOVERNMENT POLICIES AND SCHEMES
National Mission on Sustainable Habitat 2021-2030
Guidelines for PM Vishwakarma Scheme
Model Conclusive Land Titling Act and Rules
Model Conclusive land Titling Act and Rules
Model Guidelines for Development and Regulation of retirement Homes
Modified Industrial Infrastructure Up gradation Scheme
Real Estate (Regulation and Development) Act 2016, (RERA)
Industrial Corridors
HRIDAY (Heritage City Development and Augmentation Yojana) C0 ANDMNKWN
DH
*% Industry structure and development:
Statements in this report, particularly those which relate to the Company’s 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:
e Civil construction projects, which include structures such as
Airport projects,
Bridges & Culverts,
Irrigation Projects,
Commercial Structures,
State & National Highways
VVVVV
WEBSITE: www.vishvprabhaventures.com E MAIL: cosec@vishvprabhaventures.com MOB : 8850814600.
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Vishvprabha Ventures 2024-25
>» Railway Projects,Earthworks,
WTP Projects,
High-Capacity Transport Corridors,
Power Generation,
Water Pipeline Projects,
Gas Pipeline Projects,
Hospitals & Building Construction.
VVVVVV
Our Company also has a plan for expansion of our business through our subsidiary Company which
incorporated under the name style of “Vishvprabha & Lichade 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 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 oursubsidiary 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.
VVVV
€
~
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.
> 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:
e 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
e = 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
e = 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 1n previous year
WEBSITE: www.vishvprabhaventures.com E MAIL: cosec@vishvprabhaventures.com MOB : 8850814600.
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Vishvyprabha Ventures 2024-25
“ 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 1s 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.
% 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 management’s exchange of views and analysis report describingthe Company’s
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 Company’s 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 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 prioritizes its employees as precious assets that help Vishvprabha group taccomplish 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.
WEBSITE: www.vishvprabhaventures.com E MAIL: cosec@vishvprabhaventures.com MOB : 8850814600.
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Vishvprabha Ventures 2024-25
& Changes in key financial ratios:
Sr.No. | Ratio FY 2024-25 FY 2023-24
1 Current Ratio 1.23 0.93
2 Debt Equity Ratio 0.92 2.48
3 Inventory Turnover Ratio 2.49 4.54
4 Operating Profit / (Loss) Margin 0.06 0.01
5 Net Profit /(Loss) Margin 0.06 0.01
*% 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
SD/-
Mitesh J. Thakkar
Managing Director
DIN: 06480213
Place: Dombivli, Thane
Date: 30/08/2025
WEBSITE: www.vishvprabhaventures.com E MAIL: cosec@vishvprabhaventures.com MOB : 8850814600.
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Vishvprabha Ventures 2024-25
CIN :L51900MH1985PLC034965
® GSTIN : 27AAACV9231B1ZK
REGD. OFFICE : USHAKAL CHS LTD, GROUND FLOOR, B-
003, PLOT NO- 91, MIDC, DOMBIVLI EAST, THANE,
VISHVPRABHA VENTURES LIMITED MAHARASHTRA ~ 42.1203
DIRECTORS’ REPORT
Dear Shareholders / Members,
Your Directors presenting the Forty First Annual Report on the business operations and financial performance
of Vishvprabha Ventures Limited (the Company” or “VVL”) 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:
(Rs. in Lacs)
Particulars Standalone Consolidated
For the period For the period
ended 31“ March ended 31° March
2025 2024 2025 2024
Revenue from Operations 761.95 546.63 992.21 595.13
Other Income 0.22 0.78 80.43 0.78
Total Revenue 762.17 547.71 1072.64 595.91
Profit / (Loss) before Depreciation,Interest & 177.25 101.07 300.42 -126.16
Tax (PBDIT)
Depreciation & Amortization 23.41 15.52 121.82 59.43
Interest 95.01 67.28 170.97 79.80
Profit/(Loss) Before Exceptional 58.83 18.27 7.63 -13.07
Items and Tax
Exceptional Items - - - -
Profit/(Loss) Before Tax 58.83 18.27 7.63 -13.07
Tax Provision / (Excess) 9.90 14.13 9.90 14.13
Profit/(Loss) After Tax 48.93 4.14 -2.28 -27.20
Other Comprehensive Income / 0 0 0 0
(Expenditure) for the year
Less: Minority Interest Profit / - - -0.37 -0.15
(Loss)
Total Comprehensive Income / 48.93 4.14 -1.91 -27.05
(Expenditure) for the year
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.
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Vishvprabha Ventures 2024-25
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 3 1st
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.
WEBSITE: www.vishvprabhaventures.com E MAIL: cosec@vishvprabhaventures.com MOB : 8850814600.
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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) (11) of the Act read with Rule 4(4) ofthe Companies (Share Capital and Debenture) Rules,
2014 1s 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, 20141s furnished.
Cc) DISCLOSURE UNDER SECTION 62(1)(A) OF THE 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 1s furnished.
f) INFORMATION ABOUT 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 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 1s 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 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
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Vishyprabha Ventures 2024-25
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 of the 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
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Vishvyprabha Ventures
Committee of the Board.
22. MEANS OF COMMUNICATION:
2024-25
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 Annual General Meeting dated
September 30, 2024 for a term of 5 years w.e.f August 09, 2024.
SR Name of Director/KMP
No.
1 Mr. Mitesh Jayantilal Thakkar
2 Mr. Paresh Ramanlal Desai
3 Mrs. Rakhi Ashokkumar Barod
4 Mrs. Rajalaxmi Vay Sawant
(Resigned w.e.f May 01, 2025)
5 Mr. Rudrabahadur Bhaktbahadur
Bhuyjel
6 Mr. Utsav Sumantkumar Bhavsar
(Resigned w.e.f July 14, 2025)
7 Mr. Ajay Kumar Singh
Designation
Chairman and Managing
Director
Whole-time Director,
(Executive)
Independent Director
Independent Women
Director
Company Secretary and
Compliance Officer
Independent Director
Chief Financial Officer
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 1s enumerated as under.
Board
Strength
Sr. Date of
No. Meeting
30-05-2024
01-08-2024
14-08-2024
31-08-2024
05-11-2024
14-11-2024
14-02-2025
YD
AB
WN
A
A
aA
Nn
a
nn
No. of No. ofIndependent
Directors DirectorsPresent
Present
A A
aA
na aA
nan
DIN/PAN
06480213
08602174
08776242
09847258
BWOPB9758D
10121169
AXWPS3022K
% of
Attendance
100%
100%
100%
100%
100%
100%
100%
Wi
iW
WWW
WwW
WwW
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:
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Sr. Name of the Board No. of No. of Attendance sheetat the
No. Member Meetings Meetings last AGM held on
entitled to attended Dated 30/09/2024
attend
1 Mr. Mitesh Thakkar 7 7 Yes
2 Mr. Paresh Raman Desai 7 7 No
3 Mrs. Rakhi Ashokkumar 7 7 No
Barod
4 Mrs. Rajalaxmi Vijay 7 7 No
Sawant
5 Mr. Utsav S Bhavsar 7 7 Yes
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 Company for its effective functioning:
Sr. Skills / Expertise / Competencies
No.
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.
Sr. Skill / Expertise Mr. Mr. Mr. Utsav Mrs. Ms. Rakhi
No. /Competencies MiteshJ. PareshR. = S Bhavsar Rajalaxmi A. Barod
Thakkar Desai Vijay Sawant
1 Leadership Expert Good Good Good Expert
qualities
2 Industry Expert Good Good Proficient Good
knowledge and
experience
3 | Understanding of Expert Good Expert Good Expert
relevant laws,
rules and
regulations
4 | Financial Expertise Expert Good Expert Good Good
5 Risk Management Expert Good Good Good Good
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Vishyprabha Ventures 2024-25
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 Section178 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
Name Cessation/Appointment Effective Date
Mr. Mitesh Thakkar Appointment 31/08/2024
The Board has, in accordance with the provisions of sub-section (3) of Section 178o0f 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 fieldsof finance, law, management, sales,
marketing, administration, research, corporate governance, technical operations or other disciplines
related to the Company’s business.
a. Incase 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.
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Vishvprabha Ventures 2024-25
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:
e 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.
e = There shall be a workable mix of directors drawn from various disciplines like technical, finance,
commercial, legal, etc.
e 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 the business of the Company.
e No preference on the basis of gender, religion or cast shall be given while considering the
appointment of directors.
e 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:
e 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.
e 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.
e 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/.
e 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;
Sr.No. Date of meeting Total No. of No. of Members % of
Members on thedate attended attendance
of Meeting
1 01/08/2024 3 3 100%
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;
Sr. Name of the Board Member No. ofMeetings No. of Meetings
No. entitled to attended
attend
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Vishvprabha Ventures: 2024-25
1 Mr. Rakhi Ashokkumar Barod 1 1
2 Mrs. Rajalaxmi Viyay Sawant 1 1
3 Mr. Utsav S Bhavsar 1 1
4 Mr. Mitesh Jayantilal Thakkar (appointed 0 0
w.e.f. 31-08-2024)
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.
Mrs. Rakhi Ashokkumar Barod- Chairperson
Mrs. Rajalaxmi Sawant- Member
Mr. Utsav S Bhavsar- Member.
Mitesh J Thakkar- Member
BYNP
During the year, Following are the changes.
Name Cessation/Appointment Effective Date
Mr. Mitesh Thakkar Appointment 31/08/2024
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:
e 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;
e 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;
e Reviewing, with the management, the quarterly & annual financial statements before submission to
the Board for approval along with the draft audit report;
e 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;
e Approval or any subsequent modification of transactions of the Company with related parties;
e Recommendation to the Board, related party transactions not covered under Section 188, if not
approved by the Audit Committee;
e Ratifying a transaction involving an amount not exceeding | Crore entered into by a Director or officer
of the Company;
e Evaluation of internal financial controls and risk management systems;
e Reviewing compliance with listing and other legal requirements relating to financial
statements;
e Reviewing, with the management, performance of statutory and internal
auditor’s, adequacy of the internal control systems;
e Establishing & reviewing the functioning of the Whistle Blower Mechanism;
e 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;
Sr.No. Date of Meeting Total No. of No. of Members % of
Members on the Date attended Attendance
of Meeting
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Vishvprabha Ventures: 2024-25
1 30/05/2024 4 4 100%
2 14/08/2024 4 4 100%
3 14/11/2024 4 4 100%
4 14/02/2025 4 4 100%
The details of Audit Committee Meetings held from April 01, 2024 to March 31,2025 and attendance
of each Member thereat is as follows.
Name Cessation/Appointment Effective Date
Mr. Mitesh Thakkar Appointment 31/08/2024
Sr. Name of the Member No. of Meetings No. of
No. entitled to attend Meetings
attended
1 Mrs. Rakhi Ashokkumar Barod 4 4
2 Mrs. Rajalaxmi Viyay Sawant 4 4
3 Mr. Utsav S Bhavsar 4 4
4 Mr. Mitesh J Thakkar 2 2
h) STAKEHOLDERS’ RELATIONSHIP COMMITTEE:
During the year, the Changes in the Committee,
Name Cessation/Appointment Effective Date
Mr. Mitesh Thakkar Appointment 31/08/2024
During the year one meeting of the above-mentioned committee was held on November 14, 2024
Sr. Name of the Member No. ofMeeting No. of Meeting
No. entitled to attend attended
Mrs. Rakhi Ashokkumar Barod
Mr. Utsav S Bhavsar
Mrs. Rajalaxmi Vay Sawant
Mr. Mitesh Jayantilal Thakkar (invitee)
BREW
N
ele ele
i) RIGHT ISSUE COMMITTEE
During the year, Right issue committee held a meeting on April 16, 2024 & September 9, 2024
Sr. Name of the Board Member No. of Meeting No. of Meeting
No. entitled to attend attended
1 Mrs. Rakhi Ashokkumar Barod 2 2
2 Mr. Mitesh Jayantilal Thakkar 2 2
3 Mr. Paresh Ramanlal Desai 2 2
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
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Vishyprabha Ventures 2024-25
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/.
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:
Y 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,
Y 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.
Y The Directors are qualified to deal with the conduct of affairs effective with account, finance,
business strategy and have a sustainable growth
Y 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
Y 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
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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
e The Roles and responsibilities of Board of directors are different as per their expertise and
knowledge thereof. The Board 1s 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
e 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.
e 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.
e Incase 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 performance of the Company providing the strategies and a
power performance in both financial performance. The Remuneration 1s 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 1s 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 independency. All the Committee are functioning and had functioned as per the criteria which are
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Vishvprabha Ventures 2024-25
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
& 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.
1) 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 ofIndependent
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 IV 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
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Vishyprabha Ventures 2024-25
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 pre-
clearance 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" Annual General Meeting held on Wednesday,
September 29th, 2021 had appointed M/s. SG 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
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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
1. (a) on his superannuation, or
il. (b) on his retirement or resignation, or
ill. (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°! 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.
Sr.
No.
Qualifications, reservations or adverse
remarks or disclaimer in the Secretarial
Auditors’ Report
Directors’ comments on qualifications >
reservations or adverse remarks or
disclaimer of the Secretarial Auditors as
per Board’s Report
There was delay for submission for
Standalone and Consolidated
Impact of Audit Qualification under
Regulation 33 of SEBI (LODR)
Regulations, 2015 1.e Non submission
of the financial results within the
prescribed period, for which the
Company has paid the applicable Fine as
Levied by Bombay Stock Exchange Ltd.
The Company needed to submit the
impact of audit qualification for
standalone and consolidated and in
revised financial statements was
submitted accordingly and paid the fine.
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 1n 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 1s
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
Sr Particulars Number of Complaints
No.
1 Number of complaints received during the financial year NIL
2024-25
2. Number of complaints disposed of during the financial NIL
year 2024-25
3. Number of complaints pending as on end of the financial NIL
year 2024-25
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 1n 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 1s 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.
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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
etrors, 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 FINANCIAL 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
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Vishvprabha Ventures 2024-25
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** ANNUAL GENERAL MEETING:
Date Time Venue
29/08/2025 2.00 pm Ushakal CHS Limited, Ground Floor, Unit No. B-003, Plot
No.-91, MIDC, Dombivli East, Dombivali I.A., Thane,
Kalyan, Maharashtra, India, 421203
b) FINANCIAL CALENDAR FOR THE YEAR 2024-25.
Financial year 1* April, 2024 to 31*' March, 2025
Book Closure Date September 24, 2024 to September, 30 2024 (both days
inclusive)
c) LISTING OF EQUITY SHARES ON STOCK EXCHANGES AND STOCK CODES:
Name of stock Bombay Stock Exchange
exchange
Address of stock Phiroze Jeeyjeebhoy Towers,Dalal
exchange Street, Fort,
Mumbai - 400001
Scrip Code 512064
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:
Financial AGM Day and Time Place / Location
Year Date
2023-24 40th Monday, 2.00 Ground Floor, Avighna Heights,
September pm Survey No.45-4 Behind Sarvoday
30, 2024 Park, Nandivali Road, Dombivli East,
Thane-421201
2022-23 39% Friday, 2.00 Ground Floor, AvighnaHeights,
September pm Survey No.45-4Behind Sarvoday
29. 2023 Park, Nandivali Road, Dombivli East, Thane-421201
2021-22 Zgih Friday, 2.00 Ground Floor, Avighna
September 30, pm Heights, Survey No.45-4B
2022 Behind Sarvoday Park, Nandivali
Road, Dombivli East, Thane-421201
All the resolutions set out in the respective notice were passed by therequisite majority of
the shareholders.
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Vishyprabha Ventures 2024-25
e) NO EXTRA ORDINARY GENERAL MEETING HELD DURING THE FY 2024-25
f) 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, L B S 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, 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.
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:
Sr. No. Particulars No. of Shares %
1 CDSL 2587573 82.98
2 NSDL 528859 16.96
3 Physical 1750 0.06%
Total 3118182 100.00%
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 1s Rs. 4,00,000
j) DETAILS OF NON-COMPLIANCE BY THE LISTED ENTITY, PENALTIES,
STRICTURESIMPOSED ON THE ENTITY:
Fines as per SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 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 ITC Rs 1,26,000 by the company
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Vishvprabha Ventures 2024-25
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
Vishvprabha Ventures Limited
SD/-
Mitesh J. Thakkar
Managing Director
DIN: 06480213
Place: Dombivli, Thane
Date: 30/07/2025
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Vishvprabha Ventures Ltd.
®
VISHVPRABHA VENTURES LIMITED
2024-25
CIN :L51900MH198S5PLC034965
GSTIN : 27AAACV9231Bi1ZK
REGD. OFFICE : USHAKAL CHS LTD, GROUND FLOOR, B-
003, PLOT NO-91, MIDC, DOMBIVLI EAST, THANE,
MAHARASHTRA - 421203
FORM AOC-1- ANNEXURE 1
(Pursuant of first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts)
Rules, 2014)
salient features of the financial statement of
subsidiaries / associate companies / joint ventures:
Statement containing
Sr. Particulars Details of the Details of the
No. company company
CIN U45209MH2019PTC3300 U15549GJ2020PTC112897
58
1 Name of the Subsidiary Company Vishvprabha & Lichade Vishvprabha Foods
Buildcon Pvt. Ltd. Private Limited.
(Formerly Known as
Vishvprabha & VS
Buildcon Private Limited
2 Date since when subsidiary was acquired 31/08/2019 24/02/2020
3 Reporting period for the subsidiary concerned, From 01/04/2024- From 01/04/2024-
if different from the holding 31/03/2025 31/03/2025
company'sreporting period
4 Reporting currency Indian Rupees Indian Rupees
5 Exchange rate as on the last date of the- -
relevant financial year in the case of
foreignsubsidiaries.
Share capital
Other Equity
Total Assets
Total Liabilities *
10 = Investments
11. = Turnover
12 Profit / (Loss) before taxation
13 | Provision for taxation
14 Profit / (Loss) after taxation
15 Proposed Dividend
16 % of shareholding
5,00,000 50,00,000
-1,45,905.97 3,16,77,818
7,54,235 142,461,986
7,54,235 142,461,986
0 0
0 23,026,642
-75,340 -50,61,544
0 0
-75,340 -50,61,544
No No
51.00% 100.00%
* Includes Share Capital and Reserves.
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Vishvprabha Ventures Ltd. 2024-25
Note:
1. Names of subsidiaries which are yet to commence operations:- NIL
2. Investment in subsidiary company.
a. Vishvprabha & Lichade Buildcon Private Limited (Formerly known as
Vishvprabha & VS Buildcon Private Limited — Company holds 25,500/- equity
shares of Rs.10/- each fully paid up capital
b. Vishvprabha Foods Private Limited — The company held 500,000/- equityshares of Rs. 10/-
each fully paidup.
For and on behalf of the Board of Directors of
Vishvprabha Ventures Limited
SD/-
Mitesh J. Thakkar
Managing Director
DIN 06480213
Place: Dombivli, Thane
Date: 30/07/2025
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Vishvprabha Ventures Ltd. 2024-25
CIN :L51900MH1985PLCO34965
GSTIN : 27AAACV9231B1ZK
REGD. OFFICE : USHAKAL CHS LTD, GROUND FLOOR, B-
003, PLOT NO- 91, MIDC, DOMBIVLI EAST, THANE,
MAHARASHTRA - 42 1203
VISHVPRABHA VENTURES LIMITED
FORM AOC-2- ANNEXURE 2
(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 arm’s length
transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm’s length basis:-Nil.
2. Details of material contracts or arrangement or transactions at arm’s lengthbasis:-
Name(s) of the Nature of contracts Duration of Salient terms of Date(s) of Amo
Sr. related party and / arrangements / the contracts / thecontracts or approval by unt
No. | nature of transactions arrangements / arrangementsor | theBoard paid
relationship Transactions transactions as
including the adva
value, if nces,if
any (in Rs. In any
lakhs)
1 Mitesh Jayantilal § Unsecured Loan taken for Till the consent 112.614 01/09/2018 Nil
Thakkar, Director conduct of Business of Both parties
of the Company activities
2 Vishvprabha Advances received for During the FY 0.18 13/08/2020 Nil
& Lichade supply of components and | 2024-2025
Buildcon goods
Private
Limited(
Subsidiary
Company)
(Formerly
known as
Vishvprabha
& VS
Buildcon
Private
Limited
WEBSITE: www.vishvprabhaventures.com E MAIL: cosec@vishvprabhaventures.com MOB : 8850814600.
Page 28
----------------Page (33) Break----------------
3
Vishvprabha Ventures Ltd.
Vishvpraha Foods Unsecured Loan given for
Pvt. Ltd., Wholly principal Business activity
Owned Subsidiary
Mr. Vehicle taken on rental
Miteshkumar basis
Bhaskarbhai
Desai, Director
of Subsidiary
Company
For and on behalf of the Board of Directors of
Vishvprabha Ventures Limited
Sd/-
Mitesh J. Thakkar
Managing Director
DIN: 06480213
Place: Dombivli, Thane
Date: 30/07/2025
2024-25
With effect
from
November 20,
2020 and shall
remain in
force and
effect either,
Change 1n law
amount,
Change in the
scope amount
or termination
date
368.84 12/11/2020
During FY 2024- 25 14/02/2021
25
WEBSITE: www.vishvprabhaventures.com E MAIL: cosec@vishvprabhaventures.com MOB : 8850814600.
Nil
Nil
Page 29
----------------Page (34) Break----------------
Vishvprabha Ventures Ltd. 2024-25
® CIN :L51900MH1985PLC0O34965
GSTIN : 27AAACV9231B1ZK
REGD. OFFICE : USHAKAL CHS LTD, GROUND FLOOR, B-
VISHVPRABHA VENTURES LIMITED 003, PLOT NO-91, MIDC, DOMBIVLI EAST, THANE,
MAHARASHTRA « 42 1203
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: ANNEXURE 3
A | Conservation of energy:-
(i) The steps taken or impact on conservation of energy Saving electricity
consumption wherever
possible
(ii) The steps taken by the company for utilizing Nil
alternate sources of energy
(iii) The capital investment on energy conservation Nil
equipment
B_ Technology absorption:-
(i) The efforts made towards technology absorption; Strive to implement
new technologies in the
operations of business
(ii) The benefits derived like product improvement,cost reduction, Nil
product development or import
substitution;
(iii) In case of imported technology (imported duringthe last Three Nil
year reckoned from the beginning
of the financial year)-
a) The details of technology imported;
b) The year of import;
c) Whether the technology been fully absorbed
d) If not fully absorbed, areas where absorptionhas not
taken place, and the reasons there
of; and
(iv) The expenditure incurred on Research and Nil
Development
C_ Foreign exchange earnings and outgo:-
The Foreign Exchange earned in terms of actual inflows Nil
during the year and the Foreign Exchange out goduring the year in
terms of actual outflows.
For and on behalf of the Board of Directors of
Vishvprabha Ventures Limited
SD/-
Mitesh J. Thakkar
Managing Director
DIN: 06480213
Place: Dombivli, Thane
Date: 30/07/2025
Page 30
----------------Page (35) Break----------------
Vishvprabha Ventures Ltd. 2024-25
Annexure 4
FORM MR-3
SECRETARIAL AUDIT REPORT
(For the financial year ended 31st 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
Ushakal CHS Limited, Ground Floor, Unit No. B-003, Plot No.-91,
MIDC, Dombivli East, Dombivali I.A., Thane, Kalyan,
Maharashtra, India, 421203
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence
to good corporate practices by VISHVPRABHA VENTURES LIMITED (hereinafter called the Company)
financial year ended on 31st March, 2025. Secretarial Audit was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion
thereon.
Based on our verification of the Company's books, papers, minute books, forms and returns filed and other
records maintained by the company and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, We hereby report that 1n our opinion, the
company has, during the audit period covering the financial year ended on 31st March, 2025 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 manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by
the Company for the financial year ended on 31st March, 2025 according to the provisions of:
I. The Companies Act, 2013 (the Act) and the rules made thereunder;
IL. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
II. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the
extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
V. The following Regulations and Guidelines prescribed under the 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;
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)
Page 31
----------------Page (36) Break----------------
Vishvprabha Ventures Ltd. 2024-25
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
VIL The Company has informed that there are no laws which are specifically applicable to the Company.
VIL. 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:
We 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 1s 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 In-Principle approval for Right Issue was received on April 08, 2024 and 14,03,182
equity shares were issued at a price of Rs. 32/- per Equity Share (including face value of Rs. 10/- each and
share premium of Rs. 22/- per share) to existing shareholders of the Company who was present on the Record
date 1.e August 07, 2024.
We further report that the Registered office of the company was shifted 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 6, 2024.
We further report that there was delay for submission for Standalone and Consolidated Impact of Audit
Qualification under Regulation 33 of SEBI (LODR) Regulations, 2015 1.e Non-submission of the financial
results within the prescribed period, for which the Company has paid the applicable Fine as Levied by Bombay
Stock Exchange Ltd.
Page 32
----------------Page (37) Break----------------
Vishvprabha Ventures Ltd. 2024-25
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.
For V K Bhanushali & Co.
Practising Company Secretaries
UIN: S2023MH945600
PR NO: 4614/2023
SD/-
Vinit Bhanushali
Proprietor
ACS No.: 62720
COP No.: 26886
UDIN: A062720G000675301
Date: 28/06/2025
Place: Mumbai
Page 33
----------------Page (38) Break----------------
Vishvprabha Ventures Ltd. 2024-25
“Annexure A’
To,
The Members,
VISHVPRABHA VENTURES LIMITED
Ushakal CHS Limited, Ground Floor, Unit No. B-003, Plot No.-91, MIDC,
Dombivli East, Dombivali I.A., Thane, Kalyan, Maharashtra, India, 421203
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 1s to express an opinion on these secretarial records based on our audit.
2. Wehave 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, rules, 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.
For V K Bhanushali & Co.
Practising Company Secretaries
UIN: S2023MH945600
PR NO: 4614/2023
SD/-
Vinit Bhanushali
Proprietor
ACS No.: 62720
COP No.: 26886
UDIN: A062720G000675301
Date: 28/06/2025
Place: Mumbai
Page 34
----------------Page (39) Break----------------
Vishvprabha Ventures Ltd. 2024-25
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(1) of the SEBI(Listing Obligations
and Disclosure Requirements) Regulations, 2015)
To,
The Members,
VISHVPRABHA VENTURES LIMITED
Ushakal CHS Limited, Ground Floor, Unit No. B-003, Plot No.-91,
MIDC, Dombivli East, Dombivali I.A., Thane, Kalyan, Maharashtra, India, 421203
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 Ushakal CHS Limited, Ground Floor, Unit No. B-003, Plot No.-91,
MIDC, Dombivli East, Dombivali I.A., Thane, Kalyan, Maharashtra, India, 421203 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 (1) 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 318t March, 2025 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.
Sr. Name of the Directors DIN Date of
No. appointment
1. | Mr. Mitesh Jayantilal Thakkar 06480213 09/09/2018
2. | Mr. Paresh Ramanlal Desai 08602174 30/06/2021
3. | Mr. Utsav Sumantkumar Bhavsar 10121169 03/07/2023
4. | Mrs. Rajalaxmi Vijay Sawant 09847258 06/01/2023
5. | Mrs. Rakhi Ashokkumar Barod 08776242 01/07/2020
Page 35
----------------Page (40) Break----------------
Vishvprabha Ventures Ltd. 2024-25
Ensuring the eligibility of for the appointment / continuity of every Director on the Board 1s 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.
For V K Bhanushali & Co.
Practising Company Secretaries
UIN: S2023MH945600
PR NO: 4614/2023
SD/-
Vinit Bhanushali
Proprietor
ACS No.: 62720
COP No.: 26886
UDIN: A062720G000675332
Date: 28/06/2025
Place: Mumbai
Page 36
----------------Page (41) Break----------------
Vishvprabha oo Ltd. 2024-25
CIN :L51900MH 1985PL.C034965
GSTIN : 27AAACV9231Bi1ZK
VISHVPRABHA VENTURES LIMITED REGD. OFFICE : USHAKAL CHS LTD, GROUND FLOOR, B-
003, PLOT NO-91, MIDC, DOMBIVLI EAST, THANE,
MAHARASHTRA - 42 1203
DECLARATION FROM CHAIRMAN AND EXCUTIVE DIRECTOR
[Pursuant to Regulation 26 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
To,
The Members,
Vishvprabha Ventures Limited
Ushakal CHS Limited, Ground Floor, Unit No. B-003,
Plot No.-91, MIDC,Dombivli East, Dombivali I.A., Thane,
Kalyan, Maharashtra, India, 421203
I, Mitesh Jayantilal Thakkar, Chairman and Managing Director of Vishvprabha Ventures Limited hereby
declare that all the members of the Board of Directors and Senior Management personnel have affirmed
compliance with the code of conduct, as applicable to them for the year ended March 31, 2025.
For and on behalf of the Board of Directors of
Vishvprabha Ventures Limited
SD/-
Mitesh J. Thakkar
Managing Director
DIN 06480213
Place: Dombivli, Thane
Date: 30/07/2025
WEBSITE: www.vishvprabhaventures.com E MAIL: cosec@vishvprabhaventures.com MOB : 8850814600.
Page 37
----------------Page (42) Break----------------
VISHVPRABHA VENTURES LIMITED
Vishvprabha Ventures Ltd. 2024-25
CIN : L51900MH 1985PLC034965
® GSTIN : 27AAACV9231B1ZK
REGD. OFFICE : USHAKAL CHS LTD, GROUND FLOOR, B-
003, PLOT NO- 91, MIDC, DOMBIVLI EAST, THANE,
MAHARASHTRA - 42 1203
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICEROF THE
COMPANY
(Under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015)
To,
The Board of Directors
Vishvprabha Ventures Limited
We Mr. Mitesh Jayantilal Thakkar, Managing Director and and Mr. Ajay Kumar Singh Chief Financial Officer
of Vishvprabha Ventures Limited (the “Company’), hereby certify to the Board that:
=" We have reviewed the financial statements and the Cash Flow Statement for the Financial year ended
March 31, 2025 and that to the best of our knowledge and belief:
e These statements do not contain any materially untrue statement or omit any material fact
or contain statement that might be misleading;
e These statements together present a true and fair view of the Company affairs and are in
compliance with existing accounting standards, applicable laws and Regulations.
= There are, to the best of our knowledge and belief, no transactions entered into by the Company
during the year which are fraudulent, illegal or violate of the Company's Code of Conduct.
= Weare responsible for establishing and maintaining internal controls for financial reporting in the
Company and we have evaluated the effectiveness of theinternal control system of the Company
pertaining to financial reporting. Wehave disclosed to the auditors and the Audit Committee,
deficiencies in the design or operation of such internal controls, if any, of which we are aware and
steps we have taken or propose to take to rectify these deficiencies.
=" We have indicated to the auditors and the audit Committee:
e Significant changes in internal controls over financial reporting during the year.
e Significant changes in accounting polices during the year and the samehave been
disclosed in the notes to the financial statements; and
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----------------Page (43) Break----------------
Vishvprabha Ventures Ltd. 2024-25
e Instance of Significant fraud of which we have become aware and the involvement therein,
if any, of the Management or an employee having a significant role in the Company's
internal control system over financialreporting.
For and on behalf of the Board of Directors of
Vishvprabha Ventures Limited
SD/- SD/-
Mitesh J. Thakkar Mr. Ajay Kumar Singh
Managing Director Chief Financial Officer
DIN: 06480213
Place: Dombivli, Thane
Date: 30/07/2025
Page 39
----------------Page (44) Break----------------
@ CIN :L51900MH 1985PLC034965
GSTIN : 27AAACV9231B1ZK
REGD. OFFICE : USHAKAL CHS LTD, GROUND FLOOR, B-
VISHVPRABHA VENTURES LIMITED 003, PLOT NO- 91, MIDC, DOMBIVLI EAST, THANE,
MAHARASHTRA - 421203
DISCLOSURE WITH RESPECT TO LISTED ENTITY
IDENTIFIED AS ‘LARGE CORPORATE.
This is in reference to the SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/144 dated 26th
November 2018 and SEBI/HO/DDHS/DDHS-RACPODI/P/CIW2023/172 dated 19/10/2023
para 3.2 for the Year ended March 31, 2025, We hereby state that Our Company
(Vishvprabha Ventures Limited) is not a Large Corporate as stated in the aforesaid
circular.
Further details of Outstanding Qualified Borrowings and Incremental Qualified Borrowings for
the financial year ended 31st March, 2025 are appended below:
Particulars Details
1 Outstanding Qualified Borrowings at the start of the 0
financial year (Rs. In Crores)
2 Outstanding Qualified Borrowings at the end of the 0
financial year (Rs. In Crores)
3 Highest credit rating of the company relating to the Not applicable
unsupported bank borrowings or plain vanilla bonds,
which have no structuring/support built in.
4 Incremental borrowing done during the year (qualified Nil
borrowing) (Rs. In Crores)
5 Borrowings by way of issuance of debt securities during Nil
the year (Rs. In Crores)
For Vishvprabha Ventures Limited For Vishvprabha Ventures Limited
SD/- SD/-
Signature Signature
Rudrabahadur Bhujel Ajay Kumar Singh
Company Secretary and Compliance officer Chief Financial Officer
Membership Number: A61501
Date: 30/05/2025 Date: 30/05/2025
Page 40
----------------Page (45) Break----------------
INDEPENDENT AUDITOR’S REPORT
To the Members of Vishvprabha Ventures Limited
Report on the Audit of the Consolidated Financial Statements
Qualified Opinion:
We have audited the accompanying consolidated financial statements of Vishvprabha Ventures Limited
(hereinafter referred to as the “Holding Company”) and its subsidiaries (Holding Company and its subsidiaries
together referred to as “the Group”), which comprise the consolidated Balance Sheet as at March 31, 2025,
and the consolidated statement of Profit and Loss (including other comprehensive income), the consolidated
cash flows Statement, the consolidated statement of changes in equity for the year then ended, and notes to
the consolidated financial statements, including a summary of material accounting policies (hereinafter
referred to as “the consolidated financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, except the
possible effects of the matter described in the Basis for Qualified Opinion paragraph, the aforesaid
consolidated Ind AS financial statements give the information required by Companies Act, 2013 (“the Act”) in
the manner so required and give a true and fair view in conformity with the Indian accounting Standards
prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015,
as amended and other accounting principles generally accepted in India of the consolidated state of affairs of
the Group as at March 31, 2025, and their consolidated loss (including other comprehensive income), their
consolidated cash flows and consolidated changes in equity for the year ended on that date.
Basis for Qualified Opinion:
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. 31 to the financial statements. 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.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10)
of the Companies act, 2013. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are
independent of the Group in accordance with the Code of Ethics issued by ICAI together with the ethical
requirements that are relevant to our audit of the Consolidated Financial Statements under the provisions of
the Act and the rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance
with the provisions of the Companies Act, 2013. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Page 41
----------------Page (46) Break----------------
Key Audit Matters:
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the consolidated financial statements of the current period. These matters were addressed in the context of
our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
During the course of our audit, we have determined that there are no key audit matters to communicate in our
report.
Information Other than the Financial Statements and Auditor’s Report Thereon:
The Holding Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the management discussion and analysis, Board’s Report including
annexure to the Board’s Report, Business Responsibility Report, Report on Corporate governance and
Shareholder’s information but does not include the consolidated financial statements, standalone financial
statements and our auditor’s report thereon.
Our opinion on the Consolidated Financial Statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
Consolidated Financial Statements or our knowledge obtained during the course of our audit or otherwise
appears to be materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have nothing to report
in this regard.
Responsibilities of management and those charged with governance for the consolidated financial
statements:
The Holding Company’s Management and Board of Directors is responsible for the matters stated in section
134(5) of the Act with respect to the preparation and presentation of these consolidated financial statements in
term of the requirements of the Companies Act, 2013 that give a true and fair view of the consolidated state of
affairs (consolidated financial position), consolidated profit or loss (Consolidated financial performance
including other comprehensive income), consolidated changes in equity and consolidated cash flows of the
Group in accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards specified under section 133 of the Act. The respective Board of Directors of the
companies included in the Group are responsible for maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and
detecting frauds and other irregularities; the selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and the design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud or
error, which have been used for the purpose of preparation of the consolidated financial statements by the
Directors of the Holding Company, as aforesaid.
Page 42
----------------Page (47) Break----------------
In preparing the consolidated financial statements, the respective Board of Directors of the companies
included in the Group are responsible for assessing the ability of the Group to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative
but to do so.
The respective Board of Directors of the companies included in the Group are responsible for overseeing the
financial reporting process of the Group.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements:
1. Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these consolidated financial statements.
2. As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are
also responsible for expressing our opinion on whether the Group has adequate internal financial
controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Group to cease to
continue as a going concern.
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----------------Page (48) Break----------------
Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the audit of the financial
statements of such entities included in the consolidated financial statements of which we are the
independent auditors. For the other entities included in the consolidated financial statements, which
have been audited by other auditors, such other auditors remain responsible for the direction,
supervision and performance of the audits carried out by them. We remain solely responsible for our
audit opinion.
3. We communicate with those charged with governance of the Holding Company and such other entities
included in the consolidated financial statements of which we are the independent auditors regarding,
among other matters, the planned scope and timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify during our audit.
4. We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
5. From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Other Matters:
1. The Statement includes the audited financial statements of two subsidiaries whose financial
statements / financial information reflect Group’s share of total assets of Rs.1,432.16 Lakhs as at 31
March 2025, Group’s share of total revenue of Rs Rs. 230.27 lakhs, total income / (loss) of Rs. Rs.
(51.37) lakhs, total comprehensive Income / (loss) of Rs. (51.37) lakhs for the Year ended on that date
respectively and Group’s share of net cash inflows of Rs. 11.08 lakhs for the year ended on that date,
as considered in the consolidated Ind AS financial statements, which have been audited by their
respective independent auditors. The independent auditors’ reports on financial statements of these
subsidiaries have been furnished to us by the Management and our opinion on the consolidated
financial statement, in so far as it relates to the amounts and disclosures included in respect of these
subsidiaries, is based solely on the report of such independent auditors’ and the procedures
performed by us are as stated in the "Responsibilities of the Auditors for the Audit of the Consolidated
Financial Statement" section of this report.
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----------------Page (49) Break----------------
Our opinion on the consolidated financial statements, and our report on other Legal and Regulatory
Requirements below, is not modified in respect of the above matters with respect to our reliance on the work
done and the reports of the other auditors.
Report on Other Legal and Regulatory Requirements:
1 As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give
in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable.
2 As required by Section 143(3) of the Act, we report, to the extent applicable, that:
a. We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated
financial statements.
b. Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph
above, in our opinion, proper books of account as required by law relating to preparation of the
aforesaid consolidated financial statements have been kept so far as it appears from our
examination of those books and the reports of the other auditors.
c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the
Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant
books of account maintained for the purpose of preparation of the consolidated financial statements.
d. Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph
above, in our opinion, the aforesaid consolidated financial statements comply with the Indian
Accounting Standards specified under Section 133 of the Act.
e. The matters described under the ‘Basis for Qualified Opinion’ paragraph above, in our opinion, may
not have an adverse effect on the functioning of the Group.
f. On the basis of the written representations received from the directors of the Holding Company as
on 31st March, 2025 taken on record by the Board of Directors of the Holding Company and the
reports of the statutory auditors of its subsidiary companies, incorporated in India, none of the
directors of the Group companies is disqualified as on 31st March, 2025 from being appointed as a
director in terms of Section 164 (2) of the Act.
g. The qualification relating to the maintenance of accounts and other matters connected therewith are
as stated in the Basis for Qualified Opinion paragraph above.
h. With respect to the adequacy of the internal financial controls with reference to consolidated
financial statements of the Holding Company and its subsidiary companies incorporated in India,
and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” to
this report;
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----------------Page (50) Break----------------
i. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:
i. There was no pending litigation which would impact the consolidated financial position of the
Group.
ii. The Group did not have any material foreseeable losses on long-term contracts including
derivative contracts.
iii. There were no amounts which were required to be transferred, to the Investor Education and
Protection Fund by the Holding Company and its subsidiary companies.
iv. (a) The respective Managements of the Holding company, its subsidiaries whose financial
statements have been audited under the Act has represented that, to the best of its knowledge
and belief, no funds (which are material either individually or in the aggregate) have been
advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Group to or in any other person or entity, including foreign
entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that
the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Group Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;
(b) The respective Managements of the Holding company, its subsidiaries whose financial
statements have been audited under the Act has represented, that, to the best of its knowledge
and belief, no funds (which are material either individually or in the aggregate) have been
received by the Group Company from any person or entity, including foreign entity (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the Group
Company shall, whether, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate in the
circumstances and the reports of its subsidiaries, nothing has come to our notice that has
caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain any material misstatement.
v. Since The Group Company has not declared / paid any dividend during the year, Section 123 of
the Act is not applicable.
vi. Based on our examination, which include test checks, and that performed by the respective
Statutory Auditors of subsidiary companies, which are companies incorporated in India whose
financial statement/ Financial information have been audited under the Act, Holding company
have used accounting software which does not have the feature of recording audit trail (edit log)
facility and the same has not been operated throughout the year for all relevant transaction
recorded in software.
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----------------Page (51) Break----------------
In respect of the two Subsidiary companies in absence of comment of Audit trail (edit log) in the
Independent auditor’s report in relation to accounting software used for preparation of financial
statement, we are unable to comment whether the audit trail feature was enabled and operated
throughout the year for all relevant transactions recorded in the software.
Additionally, as feature of recording audit trail (edit log) facility has not been implemented hence
records are not preserved by the Holding Company as per the statutory requirements for record
retention for the current year. In respect of the two Subsidiary companies in absence of
comment in the Independent Auditor’s report we are unable to comment whether on records
retention for current year.
3 In our opinion and according to the information and explanations given to us, the Group has not
paid/provided for any managerial remuneration, accordingly the provisions of Section 197 read with
Schedule V to the Act are not applicable to the Group Company.
For S G C O & Co LLP
Chartered Accountants
Firm Reg. No. 112081W / W100184
Suresh Murarka
Partner
M No. : 044739
UDIN : 25044739BMLALP3731
Place : Mumbai
Date : May 30, 2025
SD/-
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----------------Page (52) Break----------------
Annexure “A” to the Independent Auditor’s report on the consolidated financial statements of
Vishvprabha Ventures Limited for the year ended 31st March 2025
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report
of even date)
With respect to the matters specified in clause (xxi) of paragraph 3 and paragraph 4 of the Companies
(Auditor’s Report) Order, 2020 (“CARO”/ “the Order”) issued by the Central Government in terms of Section
143(11) of the Act, according to the information and explanations given to us, and based on the CARO reports
issued by us and the auditors of respective companies included in the consolidated financial statements to
which reporting under CARO is applicable, as provided to us by the Management of the Holding Company, we
report that Qualifications or adverse remarks by the respective auditors in the Companies (Auditors Report)
Order (CARO) reports of the companies included in the consolidated financial statements are:
Sr.
No
Name of the
Company
CIN Type of Company
(Holding
/Subsidiary/
Associate/ Joint
Venture)
Clause
number of the
CARO Report
which is
qualified or
Adverse
1 Vishvprabha
Ventures Limited
L51900MH1985PLC034965 Holding Clause 7(a)
2 Vishvprabha Foods
Private Limited
U15549GJ2020PTC112897 Subsidiary
Company
Clause 7(a)
3 Vishvprabha & Vs
Buildcon Private
Limited
U45209MH2019PTC330058 Subsidiary
Company
Clause 7(a)
For S G C O & Co LLP
Chartered Accountants
Firm Reg. No. 112081W / W100184
Suresh Murarka
Partner
M No. : 044739
UDIN : 25044739BMLALP3731
Place : Mumbai
Date : May 30, 2025.
SD/-
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----------------Page (53) Break----------------
Annexure “B” to the Independent Auditor’s Report of even date on the Consolidated Ind AS financial
statements of Vishvprabha Ventures Limited for the year ended 31st March 2025.
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of
Section 143 of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated financial statements of Vishvprabha Ventures Limited (the
Holding Company) as of and for the year ended March 31, 2025, we have audited the internal financial
controls over financial reporting of Vishvprabha Ventures Limited (hereinafter referred to as the
“Company”) and its subsidiary companies, which are companies incorporated in India, as of that date.
Management’s Responsibility for Internal Financial Controls:
The respective Board of Directors of the Holding Company and its subsidiary companies, which are
companies incorporated in India, are responsible for establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria established by the respective Companies
considering the essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the
“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility:
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the
Company and its subsidiary companies, which are companies incorporated in India, based on our audit. We
conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”)
and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls over financial reporting was established and maintained and if
such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls system over financial reporting and their operating effectiveness. Our audit of internal financial
controls over financial reporting included obtaining an understanding of internal financial controls over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the
auditor’s judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the internal financial controls system over financial reporting of the Company and its
subsidiary companies, which are companies incorporated in India.
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----------------Page (54) Break----------------
Meaning of Internal Financial Controls over Financial Reporting:
A company's internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company's internal financial control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorisations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the
financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility
of collusion or improper management override of controls, material misstatements due to error or fraud may
occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control over financial reporting may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Other Matters:
Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the
internal financial controls with reference to financial statements in so far as it relates to two subsidiary
companies, which are companies incorporated in India, is based on the corresponding reports of the auditors
of such companies incorporated in India.
Our opinion is not modified in respect of these matters.
Opinion:
In our opinion and to the best of our information and according to the explanations given to us and based on
the consideration of reports of the other auditors on internal financial controls with reference to financial
statement of subsidiary Companies as were audited by the other auditors, the Holding company its subsidiary
company, which are incorporated in India, have, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial reporting were operating
effectively as at March 31, 2025, based on the internal financial control over financial reporting criteria
established by the respective companies considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
For S G C O & Co LLP
Chartered Accountants
Firm Reg. No. 112081W / W100184
Suresh Murarka
Partner
M No. : 044739
UDIN : 25044739BMLALP3731
Place : Mumbai
Date : May 30,2025.
SD/-
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----------------Page (55) Break----------------
Annexure I
Statement on Impact of Audit Qualifications (for audit report with qualified opinion) submitted along-with
Annual Audited Financial Results
Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2025
[See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 2016]
I.
Particulars
Consolidated
Audited Figures
(as reported
before adjusting
for qualifications)
Adjusted Figures
(audited figures after
adjusting for
qualifications)
Turnover / Total income 1,072.64 1,072.64
Total Expenditure 1,065.01 1,065.01
Net Profit/(Loss) after taxes (2.28) (2.28)
Earnings Per Share (Rs.) (0.09) (0.09)
Total Assets 3,414.20 3,414.20
Total Liabilities 2,598.05 2,598.05
Net Worth 814.41 814.41
Any other financial item(s) (as felt appropriate by the
management)
II. Audit Qualification (each audit qualification separately):
Details of Audit Qualification:
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.
Type of Audit Qualification :
Qualified Opinion / Disclaimer of Opinion / Adverse Opinion
Frequency of qualification:
Whether appeared first time / repetitive / since how long continuing
For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views:
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 Consolidated 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.
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----------------Page (56) Break----------------
For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management’s estimation on the impact of audit qualification:
NA
(ii) If management is unable to estimate the impact, reasons for the same: NA
(iii) Auditors’ Comments on (i) or (ii) above: NA
III Signatories:
Mr. Mitesh Thakkar
Managing Director
Mr. Paresh R Desai
Whole Time Director
Adv. Rakhi Barod
Independent Woman Director
Statutory Auditor
For S G C O & Co LLP
Chartered Accountants
Firm Reg. No. 112081W / W100184
Suresh Murarka
Partner
Mem. No.: 044739
Date : 30th May, 2025
Place: Mumbai
SD/-
SD/-
SD/-
SD/-
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----------------Page (57) Break----------------
(Rs.in"Lakhs")
ASSETS
Non-Current Assets
Property, Plant and Equipment31,102.70 1,146.03
Capital Work in Progress31.47 1.47
Financial Asset-
Other financial assets415.69 3.40
Total Non-Current Assets1,119.86 1,150.90
Current Assets
Inventories5587.19 338.38
Financial Asset
Trade receivables61,309.98 736.72
Cash and cash equivalents721.12 7.75
Bank Balance other than cash and cash equivalents80.30 0.30
Other financial assets918.04 19.16
Other Current Asset10 357.71 271.60
Total Current Assets 2,294.34 1,373.91
TOTAL ASSETS3,414.20 2,524.81
EQUITY AND LIABLITIES
Equity
Equity Share capital11311.82 171.50
Other equity12502.59 214.18
814.41 385.68
Non-Controlling Interest1.74 2.10
Total Equity816.15 387.78
Liabilities
Non-current Liabilities
Financial liabilities
Borrowings13339.15 391.80
Deferred tax liability 142.13 12.65
Total Non-current Liabilities341.28 404.45
Current Liabilities
Financial liabilities
Borrowings131,301.11 1,318.23
Trade payables15
- Due to micro and small enterprises6.61 3.60
- Due to Others781.40 194.09
Other financial liabilities1612.46 14.47
Current Tax Liabilities 1722.01 1.48
Other Current liabilities18133.18 200.71
Total Current Liabilities2,256.77 1,732.58
TOTAL EQUITY AND LIABILITIES3,414.20 2,524.81
Summary of material accounting policies and other notes on accounts1 & 2
The accompanying notes form an integral part of the financial statements.3 to 41
This is the Balance Sheet referred to in our audit report of even date
For S G C O & Co. LLPFor and on behalf of the Board
Chartered AccountantsVishvprabha Ventures Limited
Firm Registration No. 112081W / W100184
Suresh MurarkaMitesh Thakkar Paresh DesaiAjay Kumar SinghRudrabahadur Bhujel
Partner Managing
Director
Whole Time
Director
Chief Financial Offier Company Secretary
Mem. No. 044739DIN : 06480213DIN : 08602174
Place: MumbaiPlace : Dombivali, Thane
Date : May 30, 2025Date : May 30, 2025
Vishvprabha Ventures Limited
Consolidated Balance Sheet as at 31st March, 2025
Particulars Notes
CIN No. : L51900MH1985PLC034965
As at
31st March, 2025
As at
31st March, 2024
SD/-SD/-SD/-SD/-SD/-
Page 53
----------------Page (58) Break----------------
(Rs.in"Lakhs")
Year endedYear ended
31st March, 2025 31st March, 2025
INCOME
Revenue from operation19992.21 595.13
Other income2080.43 0.78
Total Income1,072.64 595.91
EXPENSES
Cost of Construction and development 21735.38 467.22
Cost of materials consumed 22143.71 125.10
Change in Inventory/ Construction Work in Progress23(234.68) (186.00)
Purchase of Stock-In-Trade2448.38 -
Employee benefits expense2522.31 13.98
Finance costs26170.97 79.80
Depreciation and amortisation expense27121.82 59.43
Other expenses2857.12 49.45
Total Expenses1,065.01 608.98
Profit before tax 7.63 (13.07)
Tax expenses :
- Current tax20.43 1.48
- Deferred tax liability / (asset)(10.52) 12.65
- Tax for earlier years- -
Total Tax Expenses9.90 14.13
Net Profit for the year(2.28) (27.20)
Other comprehensive income (OCI)
Items not to be reclassified subsequently to profit or loss :- -
Total Other comprehensive income (OCI) - -
Less : Minority Interest (0.37) (0.15)
Total comprehensive income for the year (1.91) (27.05)
Earnings per equity share 29
(Nominal value of share Rs.10 each)
- Basic(0.09) (1.59)
- Diluted(0.09) (1.59)
Summary of material accounting policies and other notes on accounts1 & 2
The accompanying notes form an integral part of the financial statements.3 to 41
This is the statement of profit and loss referred to in our audit report of even date
For S G C O & Co. LLPFor and on behalf of the Board
Chartered AccountantsVishvprabha Ventures Limited
Firm Registration No. 112081W / W100184
Suresh MurarkaMitesh Thakkar Paresh DesaiAjay Kumar SinghRudrabahadur Bhujel
PartnerManaging DirectorWhole Time
Director
Chief Financial OffierCompany Secretary
Mem. No. 044739DIN : 06480213DIN : 08602174
Place: MumbaiPlace : Dombivali, Thane
Date : May 30, 2025Date : May 30, 2025
Vishvprabha Ventures Limited
Consolidated Statement of Profit and Loss for the year ended 31st March, 2025
Particulars Notes
CIN No. : L51900MH1985PLC034965
SD/-SD/-SD/-SD/-SD/-
Page 54
----------------Page (59) Break----------------
(Rs.in"Lakhs")
Year endedYear ended
31st March, 202531st March, 2024
A. Cash flow from operating activities
Net profit before taxation7.63 (13.07)
Adjustments for:
Depreciation on Property Plant and Equiptment121.82 59.43
Finance costs170.97 79.80
Interest income(0.19) (0.10)
Loss on Discard of Property Plant and Equiptment9.03 -
Liabilities no longer required written back(0.31) (0.53)
Operating profit before working capital changes308.97 125.53
Adjustments for :
Decrease / (increase) in trade receivables(573.26) (573.96)
Decrease / (increase) in inventories(248.81) (283.20)
Decrease / (increase) in other financial assets(11.17) (8.85)
Decrease / (increase) in other assets(86.11) (29.29)
(Decrease) / Increase in trade and other payables583.86 102.20
(Decrease) / Increase in other current liabilities(67.53) 176.57
(Decrease) / Increase in other financial liabilities(2.00) 8.48
Cash generated from / (used in) operations(96.05) (482.52)
Direct taxes paid(31.24) 4.04
Net cash flow from operating activities(A)(127.29) (478.49)
B. Cash flow from investing activities
Purchase of property, plant and equipment (Including Capital work in progress)(48.94) (470.66)
Interest received- 0.13
Net cash flow from / (used in) investment activities(B)(48.94) (470.53)
C. Cash Flow from Financing Activities
Proceeds from borrowings(69.77) 1,031.14
Finance cost(170.97) (79.80)
Issue of Equity shares430.35 -
Net cash flow from / (used in) financing activities (C)189.59 951.34
Net increase / (decrease) in cash and cash equivalentsA+B+C13.37 2.32
Cash and cash equivalents at the beginning of the year7.75 5.43
Cash and cash equivalents at the end of the year21.12 7.75
Year endedYear ended
31st March 202531st March 2025
Cash on hand21.02 0.14
Balances with bank on current account0.10 7.60
21.12 7.75
Changes in liabilities arising from financing activities
ParticularsAs at April 1, 2023Cash flows OtherAs at March 31, 2024
378.94 939.32 - 1,318.23
14.00 377.80 - 391.80
392.94 1,317.12 - 1,710.03 Total liabilities from financing activities
Non-current borrowings
Vishvprabha Ventures Limited
Consolidated Cash Flow Statement For the year ended 31st March 2025
Particulars
Components of cash and cash equivalents considered only for the purpose of cash flow statement
Note :
The cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS 7) statement of cash flows.
Current borrowings
CIN No. : L51900MH1985PLC034965
Particular
Page 55
----------------Page (60) Break----------------
Vishvprabha Ventures Limited
Consolidated Cash Flow Statement For the year ended 31st March 2025
CIN No. : L51900MH1985PLC034965
Changes in liabilities arising from financing activities
ParticularsAs at April 1, 2024Cash flows OtherAs at March 31, 2025
1,318.23 (17.14) - 1,301.11
391.80 (52.65) - 339.15
1,710.03 (69.79) - 1,640.25
Summary of material accounting policies and other notes on 1 & 2
statements.3 to 41
For S G C O & Co. LLPFor and on behalf of the Board
Chartered AccountantsVishvprabha Ventures Limited
Firm Registration No. 112081W / W100184
Suresh MurarkaMitesh Thakkar Paresh DesaiAjay Kumar SinghRudrabahadur Bhujel
PartnerManaging
Director
Whole Time
Director
Chief Financial Offier Company Secretary
Mem. No. 044739DIN : 06480213DIN : 08602174
Place: MumbaiPlace : Dombivali, Thane
Date : May 30, 2025Date : May 30, 2025
Current borrowings
Non-current borrowings
Total liabilities from financing activities
This is the Cash Flow Statement referred to in our audit report of even date
SD/-SD/-SD/-SD/-SD/-
Page 56
----------------Page (61) Break----------------
Notes to consolidated financial statements for the year ended 31 March 2025
Vishvprabha ventures Limited (the Company) is a listed public company domiciled in India and incorporated under the provisions of the
Companies Act, 1956. The Company is engaged in construction of housing project in metro city and other infrastructure contract works and
projects.
The Company along with its subsidiaries has been collectively hereinafter referred to as “the Group”.
Note 2.a Basis Of Preparation And Presentation Of Consolidated Financial Statements
iStatement of Compliance with the Indian Accounting Standards (Ind AS)
The standalone financial statements comply in all material aspects with Ind AS notified under Section 133 of the Companies Act, 2013 (the Act)
[Companies (Indian Accounting Standards) Rules, 2015 (as amended)] and other relevant provisions of the Act.
iiHistorical cost convention)
The financial statements have been prepared on a historical cost basis, except for the following:
i. certain financial assets and liabilities (including derivative instruments) is measured at fair value
ii. defined benefit plans – plan assets measured at fair value
iiiFunctional and Presentation Currency
Items included in the financial statements of the entity are measured using the currency of the primary economic environment in which the entity
operates (‘the functional currency’). The financial statements are presented in Indian rupee (INR), which is entity’s functional and presentation
currency.
ivUse of estimates and judgements
The preparation of financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions,
which affect the application of accounting policies and the reported amounts of assets, liabilities, income, expenses and disclosures of
contingent assets and liabilities at the date of these financial statements and the reported amounts of revenues and expenses for the years
presented. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.
vCurrent/non-current classification
The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as current
when it is:
- Expected to be realised or intended to be sold or consumed in normal operating cycle
- Held primarily for the purpose of trading
- Expected to be realised within twelve months after the reporting period, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting
period.
All other assets are classified as non-current.
A liability is current when:
- It is expected to be settled in normal operating cycle
- It is held primarily for the purpose of trading
- It is due to be settled within twelve months after the reporting period, or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
viOperating Cycle
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The
company has identified twelve months as its operating cycle.
viiCritical estimates and judgements
(i) Recoverability of trade receivables
In case of trade receivables, the Company follows the simplified approach permitted by Ind AS 109 – Financial Instruments for recognition of
impairment loss allowance. The application of simplified approach does not require the Company to track changes in credit risk. The Company
calculates the expected credit losses on trade receivables using a provision matrix based on its historical credit loss experience.
(ii) Useful lives of property, plant, and equipment/intangible assets
The Company reviews the useful life of property, plant, and equipment/intangible assets at the end of each reporting period. This reassessment
may result in change in depreciation expense in future periods.
Notes to consolidated financial statements for the year ended 31 March 2025
Vishvprabha Ventures Limited
CIN No. : L51900MH1985PLC034965
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Notes to consolidated financial statements for the year ended 31 March 2025
Vishvprabha Ventures Limited
CIN No. : L51900MH1985PLC034965
(iii) Defined benefit plans
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An
actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination
of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a
defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
viiiBasis of Consolidation
Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of
the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date
that control ceases.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
The group combines the financial statements of the parent and its subsidiaries line by line adding together like items of assets, liabilities, equity,
income and expenses. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.
The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the parent
company, i.e., year ended on March 31.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the
consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition date fair values. For this
purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair
values irrespective of the fact that outflow of resources embodying economic benefits is not probable.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.
Note 2.b MATERIAL ACCOUNTING POLICIES
i Property, Plant and Equipment and intangible assets
Property, plant, and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Freehold land is
carried at cost. The cost comprises purchase price, borrowing costs if capitalization criteria are met and directly attributable cost of bringing the
asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. Borrowing
costs directly attributable to acquisition or construction of qualifying PPE is capitalised.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying
amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to
profit or loss during the reporting period in which they are incurred.
Borrowing costs directly attributable to acquisition of property, plant and equipment which take substantial period of time to get ready for its
intended use are also included to the extent they relate to the period till such assets are ready to be put to use. Advances paid towards the
acquisition of property, plant and equipment outstanding at each balance sheet date is classified as capital advances under other non-current
assets.
An item of property, plant and equipment and any significant part initially recognized is de-recognized upon disposal or when no future
economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference
between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the Property, plant
and equipment is de-recognized.
Advances paid towards the acquisition of property, plant and equipment outstanding at each Balance Sheet date is classified as capital
advances under other non-current assets and the cost of assets not ready to use before such date are disclosed under ‘Capital work-in-
progress’.Subsequent expenditures relating to property, plant and equipment is capitalized only when it is probable that future economic
benefits associated with these will flow to the Company and the cost of the item can be measured reliably.The cost and related accumulated
depreciation are eliminated from the financial statements upon sale or retirement of the asset. Capital work-in-progress, representing
expenditure incurred in respect of assets under development and not ready for their intended use, are carried at cost.
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Notes to consolidated financial statements for the year ended 31 March 2025
Vishvprabha Ventures Limited
CIN No. : L51900MH1985PLC034965
Depreciation methods, estimated useful lives and residual value
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value. Depreciation on
Property,Plant & Equipment of the company has been provided as per the Written Down value method as per the useful lives of the respective
Property,Plant & Equipment in the manner as prescribed by Schedule II of the Act.
Estimated useful life of an assets are as follows:
Plant & Machinery 15 Years
Furniture And Fixtures 10 Years
Computer Equipment 3 Years
Office Equipment 10 Years
Vehicle 6 To 8 Years
Depreciation methods, useful lives and residual values are reviewed periodically, including at each financial yearend.The useful lives are based
on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology.
Intangible Assets
Intangible assets that are acquired by the Company are measured initially at cost. After initial recognition, an intangible asset is carried at its
cost less any accumulated amortization and accumulated impairment loss.
Subsequent expenditure is capitalized only when it increases the future economic benefits from the specific asset to which it relates. An
intangible asset is derecognized on disposal or when no future economic benefits are expected from its use and disposal.
Losses arising from retirement and gains or losses arising from disposal of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss.
Amortisation methods and periods
The estimated useful lives of intangible assets and the amortisation period are reviewed at the end of each financial year and the amortisation
method is revised to reflect the changed pattern, if any. Computer Software is amortized over the useful life prescribed under Schedule II to the
Companies Act, 2013.
Impairment of non-financial assets
The Company assesses at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when
annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is
the higher of an assets’ or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is
determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or
groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount.
Impairment losses are recognized in the statement of profit and loss. After impairment, depreciation is provided on the revised carrying amount
of the asset over its remaining useful life.
When there is indication that an impairment loss recognised for an asset (other than a revalued asset) in earlier accounting periods no longer
exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, to the extent the amount was
previously charged to the Statement of Profit and Loss.
iiForeign currency translation
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities
denominated in foreign currencies at year end exchange rates are recognised in statement of profit or loss. Non-monetary items denominated
in a foreign currency are measured at historical cost and translated at exchange rate prevalent at the date of transaction.
iiiFinancial Instruments
Financial assets and financial liabilities are recognised when a Company becomes a party to the contractual provisions of the instruments. A
financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
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Notes to consolidated financial statements for the year ended 31 March 2025
Vishvprabha Ventures Limited
CIN No. : L51900MH1985PLC034965
Initial Recognition
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss and ancillary
costs related to borrowings) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are
recognised immediately in Statement of Profit and Loss.
a) Classification and Subsequent Measurement: Financial Assets
TheCompanyclassifiesfinancialassetsassubsequentlymeasuredatamortisedcost,fairvaluethroughothercomprehensiveincome
(“FVOCI”) or fair value through profit or loss (“FVTPL”) based on following:
- the entity’s business model for managing the financial assets and
- the contractual cash flow characteristics of the financial asset.
Financial Assets at Amortised Cost
A financial asset shall be classified and measured at amortised cost if both of the following conditions are met:
• the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method.
Financial Assets Measured at Fair Value through other comprehensive income
A financial asset shall be classified and measured at fair value through OCI if both of the following conditions are met:
• the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial
assets and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
Financial instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value
movements are recognised in the other comprehensive income (OCI).
Financial Assets Measured at Fair Value through Profit or Loss
Fair Value through Profit or Loss is a residual category for financial assets. A financial asset shall be classified and measured at fair value
through profit or loss unless it is measured at amortised cost or at fair value through OCI. Financial assets included within the Fair Value
through Profit or Loss category are measured at fair value with all changes recognised in the statement of profit and loss.
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification
of the financial assets.
Impairment of Financial Assets
In accordance with Ind AS 109, the Company applies the expected credit loss ("ECL") model for measurement and recognition of impairment
loss on financial assets and credit risk exposures.
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables. Simplified approach does not
require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECL at each reporting
date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a
significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for
impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the
instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising
impairment loss allowance based on 12-month ECL.
ECL is the difference between all contractual cash flows that are due to the group in accordance with the contract and all the cash flows that the
entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. Lifetime ECL are the expected credit losses resulting from all
possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from
default events that are possible within 12 months after the reporting date.
ECL impairment loss allowance (or reversal) recognised during the period is recognised as income/ expense in the Statement of Profit and
Loss.
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Notes to consolidated financial statements for the year ended 31 March 2025
Vishvprabha Ventures Limited
CIN No. : L51900MH1985PLC034965
De-recognition of Financial Assets
The Company de-recognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the
financial asset and substantially all risks and rewards of ownership of the asset to another entity.
If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset,
the Company recognizes its retained interest in the assets and an associated liability for amounts it may have to pay.
If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise
the financial asset and also recognises a collateralised borrowing for the proceeds received.
b Classification and Subsequent Measurement: Equity Instruments and Financial Liabilities
Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity
instruments which are issued for cash are recorded at the proceeds received, net of direct issue costs. Equity instruments which are issued for
consideration other than cash are recorded at fair value of the equity instrument.
Finnacial Liabilities
Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities. All financial liabilities are recognised initially at
fair value and, in the case of loans, borrowings, and payables, net of directly attributable transaction costs.
(i) Financial Liabilities at Fair Value through Profit or Loss
Financial liabilities are classified as at Fair Value through Profit or Loss when the financial liability is held for trading or are designated upon
initial recognition as Fair Value through Profit or Loss. Gains or Losses on liabilities held for trading are recognised in the Statement of Profit
and Loss.
(ii) Other Financial Liabilities
Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective
interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees
and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through
the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
Financial liabilities at FVPL
Financial liabilities at FVPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as at FVPL.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses on
liabilities held for trading are recognised in the Statement of Profit and Loss.
Financial liabilities at amortised cost
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Any
difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the
borrowings in the Statement of Profit and Loss.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortisation is included as finance costs in the Statement of Profit and Loss.
De-recognition of Financial Liabilities
Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired. When an existing
financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as de-recognition of the original liability and recognition of a new liability. The difference
in the respective carrying amounts is recognised in the Statement of Profit and Loss.
Equity investment in subsidiaries
Investment in subsidiaries is carried at cost. Impairment recognized, if any, is reduced from the carrying value.
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Notes to consolidated financial statements for the year ended 31 March 2025
Vishvprabha Ventures Limited
CIN No. : L51900MH1985PLC034965
Offsetting Financial Instruments
Financial assets and financial liabilities are offset, and the net amount is reported in the balance sheet if there is a currently enforceable legal
right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities
simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of
business.
iv Derivatives that are not designated as hedges
Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the
hedge accounting criteria, they are classified as ‘held for trading’ for accounting purposes and are accounted for at FVPL. They are presented
as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period. Financial
assets and liabilities are offset, and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the
recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally
enforceable right must not be contingent on future events and must be enforceable in the normal course of business.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair
value at the end of each reporting period. The accounting for subsequent changes in fair value is recognised in profit or loss.
v Financial liabilities and equity instruments
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of
the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all liabilities. Equity instruments
issued by a Company are recognised at the proceeds received.
viInventories
Inventories are valued as follows:
aInventories are stated at lower of cost and net realizable value.
b The cost of raw materials, stores and spare parts and construction materials includes cost of purchases and other cost incurred in bringing the
inventories to the present location and condition. Cost is determined using the weighted average method.
c Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated
costs necessary to complete the contract.
viiEmployee Benefits
a Defined Contribution Plan
Contributions to defined contribution schemes such as provident fund, employees’ state insurance, labour welfare are charged as an expense
based on the amount of contribution required to be made as and when services are rendered by the employees. The above benefits are
classified as Defined Contribution Schemes as the Company has no further obligations beyond the monthly contributions.
b Defined Benefit Plan
The Company also provides for gratuity which is a defined benefit plan, the liabilities of which is determined based on valuations, as at the
balance sheet date, made by an independent actuary using the projected unit credit method. Re-measurement, comprising of actuarial gains
and losses, in respect of gratuity are recognised in the OCI, in the period in which they occur. Re-measurement recognised in OCI are not
reclassified to the Statement of Profit and Loss in subsequent periods. Past service cost is recognised in the Statement of Profit and Loss in the
year of plan amendment or curtailment. The classification of the Company’s obligation into current and non-current is as per the actuarial
valuation report.
c Leave entitlement and compensated absences
Accumulated leave which is expected to be utilised within next twelve months, is treated as short-term employee benefit. Leave entitlement,
other than short term compensated absences, are provided based on a actuarial valuation, similar to that of gratuity benefit. Re-measurement,
comprising of actuarial gains and losses, in respect of leave entitlement are recognised in the Statement of Profit and Loss in the period in
which they occur.
d Short-term Benefits
Short-term employee benefits such as salaries, wages, performance incentives etc. are recognised as expenses at the undiscounted amounts
in the Statement of Profit and Loss of the period in which the related service is rendered. Expenses on non-accumulating compensated
absences is recognised in the period in which the absences occur.
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Notes to consolidated financial statements for the year ended 31 March 2025
Vishvprabha Ventures Limited
CIN No. : L51900MH1985PLC034965
e Termination benefits
Termination benefits are recognised as an expense as and when incurred.
viiiShare - Based Compensation
The company recognizes compensation expense relating to employees stock option plan in statement of profit and loss account in accordance
with IND AS 102, Share - Based Payment. Accordingly,compensation expense as determined on the date of the grant is amortised over the
vesting period.The Company follows fair value method to calculate the value of the stock options.
ixCash and Cash Equivalents
Cash and cash equivalents in the Balance Sheet comprises of cash at banks and on hand, which are subject to an insignificant risk of changes
in value.
xBorrowing Costs
Borrowing costs consist of interest and other costs that the Company incurs in connection with the borrowing of funds. Also, the EIR
amortisation is included in finance costs.
Borrowing costs relating to acquisition, construction or production of a qualifying asset which takes substantial period of time to get ready for its
intended use are added to the cost of such asset to the extent they relate to the period till such assets are ready to be put to use. All other
borrowing costs are expensed in the Statement of Profit and Loss in the period in which they occur.
xiForeign Exchange Translation and Accounting of Foreign Exchange Transaction
a Initial Recognition
Foreign currency transactions are initially recorded in the reporting currency, by applying to the foreign currency amount the exchange rate
between the reporting currency and the foreign currency at the date of the transaction. However, for practical reasons, the Company uses a
monthly average rate if the average rate approximate the actual rate at the date of the transactions.
b Conversion
Monetary assets and liabilities denominated in foreign currencies are reported using the closing rate at the reporting date. Non-monetary items
which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the
transaction.
c Treatment of Exchange Difference
Exchange differences arising on settlement/ restatement of short-term foreign currency monetary assets and liabilities of the Company are
recognised as income or expense in the Statement of Profit and Loss except those arising from investment in Non Integral operations.
xiiRevenue Recognition
The Company derives revenue principally from the following streams:
> Construction contracts.
> Sale of services (Work contract services).
> Sale of Product
> Other income.
1. Construction contracts.
The Company recognises revenue from construction contracts over the period of time, as performance obligations are satisfied over time due to
continuous transfer of control to the customer. Construction contracts are generally accounted for as a single performance obligation, as it
involves a complex integration of goods and services.
The performance obligations are satisfied over time as the work progresses. The Company recognises revenue using the input method (i.e
percentage-ofcompletion method), based primarily on contract costs incurred to date compared to total estimated contract costs. Changes to
total estimated contract costs, if any, are recognised in the period in which they are determined as assessed at the contract level. If the
consideration in the contract includes a price variation clause or there are amendments in contracts, the Company estimates the amount of
consideration to which it will be entitled in exchange for work performed.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or
decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision
become known by management.
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Notes to consolidated financial statements for the year ended 31 March 2025
Vishvprabha Ventures Limited
CIN No. : L51900MH1985PLC034965
The billing schedules agreed with customers include periodic performance based billing and / or milestone based progress billings. Revenues in
excess of billing are classified as unbilled revenue while billing in excess of revenues are classified as contract liabilities (which we refer to
as"unearned revenues").
2. Sale of services (Work contract services).
Revenue from providing work contract services is recognised in the accounting period in which the services are rendered. Invoices are issued
according to contractual terms and are usually payable as per the credit period agreed with the customer.
3. Sale of product
Revenue is recognised when goods are delivered and have been accepted by customers. For contracts that permit to customer to return an
item, revenue is recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will
not occur. Therefore, the amount of revenue recognised is adjusted for expected returns, which are estimate based on the historical data for
specific types of products. In these circumstances, a refund liability and a right to recover returned goods asset are recognised.
3 Interest income:
Interest income from financial assets at fair value through profit or loss is disclosed as interest income within other income. Interest income on
financial assets at amortised cost using the effective interest method is recognised in the statement of profit and loss as part of other income.
4. Other Income
a. All other income is accounted for on an accrual basis when no significant uncertainty exists regarding the amount that will be received.
b. Dividend income is recognized when the company's right to receive dividend is established.
c.. 'Claims for insurance are accounted on receipts/ on acceptance of claim by insurer.
XiiiIncome Tax
Income tax comprises of current and deferred income tax. Income tax is recognised as an expense or income in the Statement of Profit and
Loss, except to the extent it relates to items directly recognised in equity or in OCI.
a Current Income Tax
Current income tax is recognised based on the estimated tax liability computed after taking credit for allowances and exemptions in accordance
with the Income Tax Act, 1961. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to
the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the
reporting date.
b Deferred Income Tax
Deferred tax is determined by applying the Balance Sheet approach. Deferred tax assets and liabilities are recognised for all deductible
temporary differences between the financial statements’ carrying amount of existing assets and liabilities and their respective tax base.
Deferred tax assets and liabilities are measured using the enacted tax rates or tax rates that are substantively enacted at the Balance Sheet
date. The effect on deferred tax assets and liabilities of a change in tax rates is recognised in the period that includes the enactment date.
Deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available against which the temporary
differences can be utilised. Such assets are reviewed at each Balance Sheet date to reassess realisation.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset. Current tax assets and tax liabilities are offset
where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability
simultaneously.
xvImpairment of Non-Financial Assets
As at each Balance Sheet date, the Company assesses whether there is an indication that a non-financial asset may be impaired and also
whether there is an indication of reversal of impairment loss recognised in the previous periods. If any indication exists, or when annual
impairment testing for an asset is required, the Company determines the recoverable amount and impairment loss is recognised when the
carrying amount of an asset exceeds its recoverable amount.
Recoverable amount is determined:
- In case of an individual asset, at the higher of the assets' fair value less cost to sell and value in use; and
- In case of cash generating unit (a group of assets that generates identified, independent cash flows), at the higher of cash generating unit's
fair value less cost to sell and value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current
market assessments of the time value of money and risk specified to the asset. In determining fair value less cost to sell, recent market
transaction are taken into account. If no such transaction can be identified, an appropriate valuation model is used.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the Statement of Profit and Loss, except for
properties previously revalued with the revaluation taken to OCI. For such properties, the impairment is recognised in OCI up to the amount of
any previous revaluation.
When the Company considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount
of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was
recognised, then the previously recognised impairment loss is reversed through the Statement of Profit and Loss.
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Notes to consolidated financial statements for the year ended 31 March 2025
Vishvprabha Ventures Limited
CIN No. : L51900MH1985PLC034965
xviTrade receivables
A receivable is classified as a ‘trade receivable’ if it is in respect of the amount due on account of goods sold or services rendered in the normal
course of business. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the EIR method,
less provision for impairment.
xviiTrade payables
A payable is classified as a ‘trade payable’ if it is in respect of the amount due on account of goods purchased or services received in the
normal course of business. These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial
year which are unpaid. These amounts are unsecured and are usually settled as per the payment terms stated in the contract. Trade and other
payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially
at their fair value and subsequently measured at amortised cost using the EIR method.
xviiiEarnings Per Share
Basic earnings per share is computed by dividing the net profit or loss for the period attributable to the equity shareholders of the Company by
the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding
during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity
shares, that have changed the number of equity shares outstanding, without a corresponding change in resources.
Diluted earnings per share is computed by dividing the net profit or loss for the period attributable to the equity shareholders of the Company
and weighted average number of equity shares considered for deriving basic earnings per equity share and also the weighted average number
of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equity shares are
adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market value of the outstanding
equity shares).
xixProvisions, Contingent Liabilities and Contingent Assets
A provision is recognised when the Company has a present obligation (legal or constructive) as a result of past events and it is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which a reliable estimate can be made
of the amount of obligation. Provisions (excluding gratuity and compensated absences) are determined based on management's estimate
required to settle the obligation at the Balance Sheet date. In case the time value of money is material, provisions are discounted using a
current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of
time is recognised as a finance cost. These are reviewed at each Balance Sheet date and adjusted to reflect the current management
estimates.
Contingent liabilities are disclosed in respect of possible obligations that arise from past events, whose existence would be confirmed by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. A contingent liability also
arises, in rare cases, where a liability cannot be recognised because it cannot be measured reliably.
Contingent assets are disclosed in the financial statements.
xxOperating Segment
Operating segments are reported in a manner consistent with the internal reporting provided to Chief Operating Decision Maker (CODM).The
Company has identified its Managing Director as CODM which assesses the operational performance and position of the Company and makes
strategic decisions.
xxiiApplication of new and amended standards:
The company has adopted, with effect from April 1, 2024, the following new and revised standards and interpretations. Their adoption has not
had any significant impact on the amounts reported in the financial statements.
(i) MCA has issued amendments to IND AS 116 concerning sale and leaseback contracts. The amendment specifies the requirements for a
seller-lessee in measuring the lease liability arising from a sale and leaseback transaction. It ensures that the seller-lessee does not recognize
any amount of the gain or loss related to the right of use it retains.
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Note 3 : Property, Plant and Equipment
A) Tangible assets(Rs.in"Lakhs")
Particulars Freehold Land Plant & Machinery Building Office Equipments Furniture & Fixtures Computers Vehicles Total
Gross carrying value (at deemed cost)
Balance as at 31st March 2023119.40 208.27 - 2.80 5.59 0.73 9.87 346.66
Additions- 343.05 506.89 13.86 2.36 4.75 42.52 913.44
Disposals- 30.93 - - - - (1.70) 29.23
Balance as at 31st March 2024119.40 520.40 506.89 16.66 7.95 5.48 54.09 1,230.87
Additions57.37 17.00 0.65 12.50 87.52
Disposals9.88 9.88
Balance as at 31st March 2025119.40 567.88 506.89 33.66 7.95 6.14 66.59 1,308.51
Accumulated depreciation
Balance as at 31st March 2023- 16.38 1.75 3.74 0.73 2.85 25.45
Depreciation charge35.63 15.17 0.43 0.79 0.53 6.84 59.39
Deletions / Adjustments -
Balance as at 31st March 2024- 52.01 15.17 2.18 4.53 1.26 9.69 84.84
Depreciation charge95.27 17.96 0.99 0.50 1.10 6.00 121.82
Deletions / Adjustments 0.85 0.85
Balance as at 31st March 2025- 146.43 33.13 3.17 5.03 2.36 15.69 205.81
Net carrying value
Balance as at 31st March 2024119.40 468.38 491.72 14.48 3.43 4.23 44.40 1,146.03
Balance as at 31st March 2025119.40 421.45 473.76 30.49 2.92 3.78 50.90 1,102.70
b) Capital work in progress
Particulars Total
Gross carrying value (at deemed cost)
Balance as at 31st March 2023 415.02
Additions 56.53
Transfer to Property, Plant and Equipment 470.08
Balance as at 31st March 2024 1.47
Additions -
Transfer to Property, Plant and Equipment -
Balance as at 31st March 2025 1.47
Vishvprabha ventures Limited
Notes to consolidated financial statements for the Year Ended 31st March 2025
CIN No. : L51900MH1985PLC034965
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Vishvprabha ventures Limited
Notes to consolidated financial statements for the Year Ended 31st March 2025
CIN No. : L51900MH1985PLC034965
As at 31.03.2025
Less than 1
year1-2 years 2-3 years
More than 3
yearsTotal
Projects in progress 1.47 - - - 1.47
Projects temporarily suspendedNANANANANA
As at 31.03.2024
Less than 1
year1-2 years 2-3 years
More than 3
yearsTotal
Projects in progress 1.47 - - - 1.47
Projects temporarily suspendedNANANANANA
14.00
There is no project which is overdue or has exceeded its budgeted cost during the year.
CWIP
CWIP ageing schedule
CWIP
Amount in CWIP As at 31.03.2025
Amount in CWIP As at 31.03.2024
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Note 11 Equity share capital
ParticularsNumber(Rs.in"Lakhs")
Equity shares of Rs. 10 each issued, subscribed and paid
As at 31 March 202317,15,000 171.50
Issue of equity shares
As at 31 March 202417,15,000 171.50
Issue of equity shares 14,03,182 140.32
As at 31 March 202531,18,182 311.82
For the Year Ended 31 March 2025 (Rs.in"Lakhs")
Balance at the beginning of the Current year Changes in
Equity Share
Capital due to
prior period
errors
Retained balance
at the beginning
Changes in Equity
share capital
during the curent
year
Balance at the
end of the
current
reporting period
171.50 - 171.50 140.32 311.82
For the Year Ended 31 March 2024
Balance at the beginning of the Previous year Changes in
Equity Share
Capital due to
prior period
errors
Retained balance
at the beginning
of the previous
reporting period
Changes in Equity
share capital
during the previous
year
Balance at the
end of the
previous
reporting period
171.50 - 171.50 - 171.50
Note 12 Other Equity(Rs.in"Lakhs")
Securities
premium
reserve
Retained
earnings
As at 31 March 2023261.91 (20.53) 241.37
Total comprehensive income for the year- (26.88) (26.88)
As at 31 March 2024261.91 (47.41) 214.50
Total comprehensive income for the year- (1.94) (1.94)
Premium on shares issued during the year290.03 - 290.03
As at 31 March 2025551.93 (49.33) 502.59
Description of nature and purpose of reserve
Securities Premium Reserve
Retained Earnings
This is the Statement of Changes in Equity referred to in our audit report of even date
For S G C O & Co. LLPFor and on behalf of the Board of Directors
Chartered AccountantsVishvprabha Ventures Limited
Firm Registration No. 112081W / W100184
Suresh MurarkaMitesh Thakkar Paresh DesaiAjay Kumar SinghRudrabahadur Bhujel
PartnerManaging DirectorWhole Time DirectorChief Financial OffierCompany Secretary
Mem. No. 044739DIN : 06480213DIN : 08602174
Place: Mumbai Place : Dombivali, Thane
Date : May 30, 2025 Date : May 30, 2025
Retained Earnings represents surplus/accumulated earnings of the Company and are available for distribution to shareholders.
Vishvprabha ventures Limited
Consolidated Statement of Changes in Equity for the year ended 31 March 2025
Particulars
Securities Premium Reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.
Total equity
attributable to
equity holders
Reserves and surplus
CIN No. : L51900MH1985PLC034965
SD/-SD/-SD/-SD/-SD/-
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Note 11 : Equity Share capital(Rs.in"Lakhs")
Particulars As at 31st March, 2025 As at 31st March, 2024
Authorised
50,00,000 (PY 50,00,000) Equity shares of Rs.10/- each500.00 500.00
500.00 500.00
Issued, Subscribed and Fully Paid Up
31,18,182 (PY 17,15,000) Equity shares of Rs. 10/- each fully paid up311.82 171.50
311.82 171.50
a) Reconciliation of shares outstanding at the beginning and at the end of the reporting period
Equity shares of Rs. 10/- each fully paid up
No. of Shares(Rs.in"Lakhs")No. of Shares(Rs.in"Lakhs")
At the beginning of the year17,15,000 171.50 17,15,000 171.50
14,03,182 140.32
31,18,182 311.82 17,15,000 171.50
b.Terms/rights attached to equity shares:
c. Shareholding of more than 5%:
% heldNo. of shares% heldNo. of shares
Mitesh J. Thakkar58.97%18,38,729 56.41%9,67,494
Gulshan Investment Company Limited 4.76%1,48,516 10.17%1,74,500
d. Shares held by promoters at the end of the year
No. of Shares % of Total Shares No. of Shares % of Total Shares
Mitesh J. Thakkar58.97%18,38,729 56.41%9,67,494 90.05
Pramod G. Ranka HUF2.34%73,050 4.26%73,050 -
61.31% 19,11,779.00 60.67% 10,40,544.00 90.05
Note 12 : Other Equity
Particulars As at 31st March, 2025 As at 31st March, 2024
Securities premium reserve551.93 261.91
Retained earnings(49.35) (47.73)
502.58 214.18
Description of nature and purpose of reserve
Securities Premium Reserve
Retained Earnings
Securities Premium Reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.
Retained Earnings represents surplus/accumulated earnings of the Company and are available for distribution to shareholders.
i) The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity share is entitled to one vote per share.
Vishvprabha ventures Limited
Notes to consolidated financial statements for the Year Ended 31 March 2025
Particulars As at 31st March, 2025 As at 31st March, 2024
Equity Shares
Issued during the year *
Outstanding at the end of the year
Promoter's Name
As at 31.03.2025 As at 31.03.2024
% Change during
the year*
ii) The Company declare and pays dividend in Indian Rupees. Each equity shareholder has the same right of dividend.
CIN No. : L51900MH1985PLC034965
iii) In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all
preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
iv) The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
Name of the Shareholder
As at
31st March, 2025
As at
31st March, 2024
* During the period the Company has issued share by way of Right share on September 09, 2024. The number of share was issued is 14,03,182 at the price
of Rs 32 per share.
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----------------Page (74) Break----------------
(Rs.in"Lakhs")
Note 4 : Other financial assets
Particulars As at 31st March, 2025 As at 31st March, 2024
Security / Fixed Deposits15.69 0.64 Loan - 2.76
15.69 3.40
Note 5 : Inventories(valued at lower of cost or net realisable value)
Particulars As at 31st March, 2025 As at 31st March, 2024
Stores and Spares4.54 4.54 Raw materials for Construction contract148.60 136.99
Finished Goods87.74 83.33 Work-In-Progress (include contract work-in-progress)346.31 113.52
Total Inventories587.19 338.38
Note 6 : Trade receivables
Particulars As at 31st March, 2025 As at 31st March, 2024
Unsecured, Considered Good361.93 385.48 Less: Provision for expected credit loss(2.20) (2.20)
359.73 383.28
Unbilled Revenue950.25 353.44
Total trade receivables1,309.98 736.72
i) Trade Receivables as at 31.03.2025
Less than 6 months6 months- 1 year1-2 years2-3 yearsMore than 3 years
a) Undisputed trade receivables- considered good950.25177.99 59.33 6.88 97.73 17.79 1,309.98
- which have significant increase in credit risk- - - - - - -
- credit impaired- - - - - - - b) Disputed trade receivables
- considered good- - - - - - - - which have significant increase in
credit risk- - - - - - - credit impaired- - - - - - -
950.25 177.99 59.33 - - - 1,309.98
i) Trade Receivables as at 31.03.2024
Less than 6 months6 months- 1 year1-2 years2-3 yearsMore than 3 years
a) Undisputed trade receivables- considered good353.44 299.60 38.73 25.34 17.79 1.81 736.72
- which have significant increase in credit risk- - - - - - -
- credit impaired- - - - - - - b) Disputed trade receivables
- considered good- - - - - - - - which have significant increase in
credit risk- - - - - - - - credit impaired- - - - - - -
353.44 299.60 38.73 - - - 736.72
Outstanding for following periods from due date of payments Total
ParticularsOutstanding for following periods from due date of payments Total
Vishvprabha ventures Limited
Notes to consolidated financial statements for the Year Ended 31st March 2025CIN No. : L51900MH1985PLC034965
Unbilled
UnbilledParticulars
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(Rs.in"Lakhs")
Vishvprabha ventures Limited
Notes to consolidated financial statements for the Year Ended 31st March 2025CIN No. : L51900MH1985PLC034965
Note 7 : Cash and cash equivalents
Particulars As at 31st March, 2025 As at 31st March, 2024
Balances with banks:- In current accounts0.10 0.14
Cash in hand21.02 7.60
Total cash and cash equivalents21.12 7.75
Note 8 : Bank Balance other than cash and cash equivalents
Particulars As at 31st March, 2025 As at 31st March, 2024
Earmarked unpaid dividend account0.30 0.30
Total cash and cash equivalents0.30 0.30
Note 9 : Other financial assets
Particulars As at 31st March, 2025 As at 31st March, 2024
Security Deposits 18.04 19.16
18.04 19.16
Note 10 : Other Current Asset(Unsecured Considered Good)
Particulars As at 31st March, 2025 As at 31st March, 2024
Balance with Statutory / Government Authorities202.09 105.58 Advance to suppliers for supply of Goods & Services142.94 152.29
Advance to employees2.26 1.22 Other receivable7.22 1.27
Prepaid Expenses3.20 11.25 357.71 271.60
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(Rs.in"Lakhs")
Vishvprabha ventures Limited
Notes to consolidated financial statements for the Year Ended 31st March 2025CIN No. : L51900MH1985PLC034965
Note 13 : Borrowings
Particulars As at 31st March, 2025 As at 31st March, 2024
Non-Current(Secured)
Term Loan from Bank * 343.90 389.47 Less: Current maturities of long term debt (30.00) (28.84)
313.90 360.63
From Non banking Financial Institution 21.14 25.38 Hire purchase loans *4.83 6.52
Less: Current maturities of long term debt(0.72) (0.72) 339.15 391.80
Current(Secured)
Working Capital Loan from Bank**761.27 759.80 Current maturities of long term debt30.72 29.56
(Unsecured)From Director & Relatives509.12 528.86
Inter-Corporate Deposit- - 1,301.11 1,318.23
Working capital loan from bank
ii) Facility taken by subsidiary company for which the details are as follows:
Cash Credit from BOM amounting to Rs. 202.26 Lakhs (PY Rs. 202.02 Lakhs) carries interest rate @ 11.80% p.a. is secured by 1st Hypothecation charge on Stocks, Receivable & all current assets and collaterally secured by Equitable Mortgage of Commercial Property of Directors and others Factory shed of Vishprabha Foods Private
Limited . It is further secured by Personal Guarantee of Directors of the Company and other individual.
i) Facility from Bank of Maharashtra ( BOM )
Cash Credit from BOM amounting to Rs. 559.01 Lakhs (PY Rs. 557.78 lakhs) carries interest rate @ 14.80% p.a. is secured by 1st Hypothecation charge on Stocks, Receivable & all current assets and collaterally secured by Equitable Mortgage of Commercial Property of Directors and others. It is further secured by Personal Guarantee of
Directors of the Company and other individual.
The Term loan from bank of Maharashtra Rs 343.90 Lakhs ( PY Rs 389.47 Lakhs ) in the books of Subsidiary company are secured by the hypothetication of Plant & machnery. The loan carries the interest rate of 11.8%.. The loan is repayble in 78 monthly installments.
The loan from the Mahindra Finance Service Limited by Rs 21.14 lakhs ( PY Rs 25.38 Lakhs) )are secured by hypothetication of respective vehicle financed. The loan carries interest @ 10.62 % p.a. The loan is repayble in 60 monthly instalments starting from November 10, 2023 to October 10, 2028.
* Hire purchase loans by Rs 4.83 Lakhs ( PY Rs 6.52 Lakhs ) are secured by hypothetication of respective vehicle financed. The loan carries interest @ 15.25% p.a. The loan is repayble in 60 monthly instalments starting from September 10, 2022 to August 10, 2027.
Page 72
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(Rs.in"Lakhs")
Vishvprabha ventures Limited
Notes to consolidated financial statements for the Year Ended 31st March 2025CIN No. : L51900MH1985PLC034965
QuarterParticulars of SecurityAmount as per BooksAmount reported in Quarterly returnAmount of difference
Inventory163.81 157.81 (6.00) Trade
Receivable844.36 1196.19 351.83 Advancefrom
Trade receivable(114.09) (109.00)
5.09 Trade Payable
(271.39)(225.00)46.39 Advanceto
Suppliers16.80 0.00 (16.80) Inventory
101.63 274.00 172.37 Trade
Receivable1006.88 1080.00 73.12 Advancefrom
Trade receivable(2.20) (33.00)
(30.80) Trade Payable
(293.26)(288.00)5.26 Advanceto
Suppliers29.15 0.00 (29.15) Inventory 164.34 228.00
63.66 Trade
Receivable 1,177.25 1,105.00 (72.25) Advancefrom
Trade receivable (2.20) (42.00)
(39.80) Trade Payable (380.14) (383.00)(2.86)
AdvancetoSuppliers 26.79 -
(26.79) Inventory 418.58 443.00 24.42
Trade Receivable 1,248.44 1,132.00
(116.44) Advancefrom
Trade receivable (121.35) (77.00)
44.35 Trade Payable (800.82) (540.00)260.82
AdvancetoSuppliers 108.42 -
(108.42)
Note: Reason for difference in value reported to bank and that mentioned in books is as follows:
Name of BankQuarterParticulars of SecurityAmount as per BooksAmount reported in Quarterly returnAmount of difference
Inventory 103.91 921.00 817.09 Trade
Receivable 722.28 730.00 7.72 Advancefrom
Trade (141.77) (330.00)(188.23)
Trade Payable (92.66) (97.00)(4.34) Advanceto
Suppliers 33.10 - (33.10)
Inventory 192.38 1,020.00 827.62 Trade
Receivable 727.06 665.00 (62.06) Advancefrom
Trade (175.37) (180.00)(4.63)
Trade Payable (134.90) (175.00)0.37 Advanceto
Suppliers 16.84 - (16.84)
The following is the summary of the differences between Current Assets declared with the Bank and as per Audited financial statements for FY 2024-25
The reason for differences in inventories is because the company has recongnised the unbilled revenue in trade receivable as well as inventory, secondly the inventory is shown in stock statement at full value whereas in the financial statement it is shown at realisable value.
The following is the summary of the differences between Current Assets declared with the Bank and as per Audited financial statements for FY 2023-24
Bank of Maharashtra Qtr 3
Bank of Maharashtra Qtr 4
Note 1 : The Stock statement were submited to the bank from November 2024 onwards , so requisite details for the quarter 1 and Quarter 2 is not provided above.
The reason for difference in Trade payable is due to invoice received after the submission of stock statement in in Q-1 and Q-4 and for Q-2 & Q-3 excess provision was made for expenses.
Bank of Maharashtra Qtr 4
Name of Bank
The reason for difference in Advance to suppliers is because the same was not furnished in the stock statement.
Bank of Maharashtra Qtr 1
Bank of Maharashtra Qtr 2
Bank of Maharashtra Qtr 3
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(Rs.in"Lakhs")
Vishvprabha ventures Limited
Notes to consolidated financial statements for the Year Ended 31st March 2025CIN No. : L51900MH1985PLC034965
Note 2: Reason for difference in value reported to bank and that mentioned in books is as follows:
Note 14 : Deferred Tax Liability
Particulars As at 31st March, 2025 As at 31st March, 2024
- Deferred Tax Liability
2.68 13.20 2.68 13.20
Provision for Expected Credit loss(0.55) (0.55) Net (Deferred Tax Asset) / Deferred Tax Liability2.13 12.65
Note 15 : Trade payables
Particulars As at 31st March, 2025 As at 31st March, 2024
- Total outstanding dues of Micro Enterprises and Small Enterprises.6.61 3.60 - Total outstanding dues of creditors other than Micro Enterprises and Small Enterprises781.40 194.09
Total trade payables788.01 197.69
The disclosure pursuant to the said Act is as under: As at
31st March, 2025 As at 31st March, 2024
The principal amount remaining unpaid to any supplier as at the end of accounting year; 6.61 3.60 The interest due and remaining unpaid to any supplier as at the end of accounting year; - -
- -
- -
The amount of interest accrued and remaining unpaid at the end of accounting year; and - -
- -
Less than 1 year1-2 years2-3 yearsMore than 3 years
3.02 3.60 - - - 6.61
2.40 668.50 105.78 1.63 3.09 781.40
- - - - -
- - - - -
5.42 672.09 105.78 1.63 3.09 788.01
Trade Payables as at 31.03.2024
Outstanding for the following periods from due date of payments
Less than 1 year1-2 years2-3 yearsMore than 3 years
3.60 - - - - 3.60
175.46 15.27 2.65 0.70 194.09
-
- - - - -
- - - - -
3.60 175.46 15.27 2.65 0.70 197.69
Particulars
a) Undisputed trade payables
(i) MSME
(i) MSME
(ii) Others
b) Disputed trade payables
(i) MSME
(ii) Others
The amount of interest paid by the buyer under MSMED Act, 2006 along with the amounts of the payment made to the supplier beyond the due date during each accounting year;
Excess of net block of Fixed Assets for as per books over net block of fixed assets as per Incme tax Act , 1961
Less Deferred Tax Asset
The reason for differences in inventories is because the company has recongnised the unbilled revenue in trade receivable as well as inventory by an amount of Rs 353.44 lakhs, secondly the inventory is shown in stock statement at full value whereas in the financial statement it is shown at realisable value.
The reason for difference in Advance to suppliers is because the same was not furnished in the stock statement.
Particulars
The Company has amounts due to micro and small suppliers registered under the Micro, Small and Medium Enterprises Development Act 2006 (MSMED Act), as at 31March 2024.
Particulars
Trade Payables as at 31.03.2025
Not Due
Outstanding for the following periods from due date of payments
Total
(ii) Others
b) Disputed trade payables
(i) MSME
(ii) Others
Not Due Total
a) Undisputed trade payables
The amount of interest due and payable for the period (where the principal has been paid but interest under the MSMED Act, 2006 not paid);
The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under section 23.
Note:This information, as required to be disclosed under the MSMED Act, has been determined to the extent such parties have been identified on the basis of informationavailable with the Company.
Interest paid or payable by the Company on the aforesaid principal amount has been waived by the concerned suppliers.
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(Rs.in"Lakhs")
Vishvprabha ventures Limited
Notes to consolidated financial statements for the Year Ended 31st March 2025CIN No. : L51900MH1985PLC034965
Note 16 : Other Financial Liabilities
Particulars As at 31st March, 2025 As at 31st March, 2024
CurrentSalaries payable9.15 11.61
Payable to directors3.01 2.56 Unclaim dividend
FY - 2018-190.14 0.14 FY - 2019-200.10 0.10
FY - 2020-210.05 0.05
Total other financial liabilities12.46 14.47
Note 17 : Current Tax Liability
Particulars As at 31st March, 2025 As at 31st March, 2024
Provision for tax22.01 1.48 Total Other Current Liabilities22.01 1.48
Note 18 : Other Current Liabilities
Particulars As at 31st March, 2025 As at 31st March, 2024
Contract Liabilities122.14 186.61 Statutory Dues Payable10.94 14.09
Other Payable0.10 - Total Other Current Liabilities133.18 200.71
Note 19 : Revenue from operation
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Revenue from operationsSale of Products384.18 -
Sale of Services11.22 241.69 Revenue on Percentage of Completion Basis596.81 353.44
Total Revenue from Operations992.21 595.13
Refer Note 34 for Additional Disclosure
Note 20 : Other income
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Interest on Income Tax Refunds0.19 0.13 Interest Income - -
Liabilities no longer Payble0.31 0.53 Miscellaneous Income79.93 0.11
Total other income80.43 0.78
Note 21 : Cost of Construction and development
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Opening stock77.90 32.41 Purchases357.08 227.86
Direct Expenses369.05 284.84 Less: Closing stocks
68.65 77.90 Total Cost of Construction and Development735.38 467.22
Note 22 : Cost of materials consumed
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Opening stock59.09 6.68 Purchases113.20 119.95
Direct Expenses48.70 57.56 Less: Closing stocks
77.29 59.09 Total Cost of Materials Consumed143.71 125.10
* Purchases are stated net of discounts and rate difference.
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(Rs.in"Lakhs")
Vishvprabha ventures Limited
Notes to consolidated financial statements for the Year Ended 31st March 2025CIN No. : L51900MH1985PLC034965
Note 23 : Change in Inventory/ Construction Work in Progress
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Work-in-Progress of Construction ActivityOpening stock 109.94 4.17
Less : Purchase - - Less: Closing stocks 345.38 109.94
Total Changes in Contruction Work in Progress (a)(235.44) (105.77)
Finished Goods of Manufacturing ActivityOpening stock 86.91 6.68
Less: Closing stocks 86.14 86.91
Total Changes in Contruction Work in Progress (b)0.77 (80.23) Total Change in Inventory/ Construction Work in Progress (a+b)(234.68) (186.00)
Note 24 : Purchase of stock in trade
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Purchase of stock in trade 48.38 - Total Purchase of Stock in Trade48.38 -
Note 25 : Employee benefits expense
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Salary, wages and other allowances19.92 12.00 Contribution to provident fund and other funds0.06 0.06
Staff welfare expenses2.33 1.93
Total employee benefits expense22.31 13.98
Note 26 : Finance costs
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Interest expense to:Interest on Vehicle Loan0.92 1.14
Interest on Working Capital Loan from Bank142.56 66.46 Other borrowing costs13.08 11.74
Interest on delay in payment of statutory dues- 0.46 Bank Charges14.41 -
Total finance costs170.97 79.80
Note 27 : Depreciation and amortisation expense
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Depreciation on tangible assets121.82 59.43
Total depreciation and amortisation expense121.82 59.43
Note 28 : Other expenses
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Repairs and Maintenance - Others3.07 0.91
Consumption of Stores and Spare Parts0.36 0.15 Power and Fuel9.90 2.15
Rent Including Lease Rentals2.44 5.55 Insurance3.23 2.22
Travelling and Conveyance Expenses1.51 1.25 Transportation Charges1.56 0.76
Rebate & Discount- 0.72 Director Remuneration- 1.50
Legal & Professional Fees7.99 12.48 Payment to Auditors4.18 4.60
Listing Fees & Other Fees, Fine & Penalties4.91 4.25 Provision for Expected credit loss- 2.20
Loss on sale of property Plant & Equiptment9.03 - Miscellaneous Expenses8.94 10.70
Total other expenses57.12 49.45
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(Rs.in"Lakhs")
Vishvprabha ventures Limited
Notes to consolidated financial statements for the Year Ended 31st March 2025CIN No. : L51900MH1985PLC034965
* Payment to Auditor includes
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
3.75 4.00 Others 0.43 0.60
4.18 4.60
Note 29 : Earnings per equity share
Basic and diluted EPS
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
( ₹ in lakhs)(2.28) (27.20) (Nos.)24,99,244 17,15,000
(Nos.)- - (Nos.)24,99,244 17,15,000
Basic EPS( ₹)(0.09) (1.59) Diluted EPS( ₹)(0.09) (1.59)
Weighted average number of equity shares for calculating Basic EPS Weighted Average Potential Equity Shares
Total Weighted Average number of Equity Shares used for calculating Diluted EPS
Audit fees
The amount considered in ascertaining the Company’s earnings per share constitutes the net loss after tax. The number of shares used in computing basic earnings per
Net Profit after Tax as per Statement of Profit and Loss attributable to Equity Shareholders
Page 77
----------------Page (82) Break----------------
30Segment reporting as required under Indian Accounting Standard 108, “Operating Segments”
Operating Segments
(a) Construction Activity
(b) Manufacturing of food & beverages
Segment revenue and results:
Segment assets and Liabilities:
Year ended
March 31, 2025
Year ended
March 31, 2024
(a) Construction Activity 761.95 546.63
(b) Manufacturing of food & beverages 230.27 48.50
992.21 595.13
(a) Construction Activity 177.02 100.29
(b) Manufacturing of food & beverages 42.97 25.09
219.99 125.38
121.82 59.43
98.17 65.95
170.97 79.80
80.43 0.78
7.63 (13.07)
9.91 14.13
(2.28) (27.20)
C. Segments Assets
(a) Construction Activity 1,982.04 1,141.34
(b) Manufacturing of food & beverages 1,432.16 1,383.47
Total 3,414.20 2,524.81
D. Segments Liabilities
(a) Construction Activity 1,536.22 1,398.65
(b) Manufacturing of food & beverages 1,061.83 738.38
2,598.05 2,137.03
31
32
The expenses and income which are not directly attributable to any business segment are shown as unallocable expenditure (net of allocable
income).
A. Segment Revenue
Total Revenue
B. Segment Results
A) Names of related parties and nature of relationship (to the extent of transactions entered into during the year except for control
relationships where all parties are disclosed)
Vishvprabha Ventures Limited
Notes to Consolidated Financial Statements for the year ended 31st March, 2025
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”)
of the Group. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been
identified as the Managing Director of the Group. The Group operates in Two Business Segment i.e. “Construction Contract” and
Manufacturing of food & beverages, as reportable Segments hence reporting as per Ind AS 108 “Operating Segments” is made.
Liabilities in respect of gratuity is accounted for on cash basis which is not in conformity with Indian Accounting Standard (IndAS)19 on
Employee Benefits which requires that Gratuity Liabilities be accounted for on accrual basis.
Related party disclosures as required under Indian Accounting Standard 24, “Related party disclosures” are given below:
Less : Tax expense (Net)
Total
CIN No. : L51900MH1985PLC034965
Information about major customers - There are 2 customers from whom the revenues is generated by 10 % or more of Company's Total
Revenue during the year by an amounting to Rs 696.70 Lakhs ( PY 490.93 lakhs ).
Less : Depreciation and amortisation expense
Operating Profit
Segment assets include all operating assets used by the operating segment and mainly consist of inventory.Common assets and liabilities
which can not be allocated to any of the business segment are shown as unallocable assets / liabilities.
Particulars
Profit After Tax
Less : Finance Cost
Add : Other Income
Profit Before Tax
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----------------Page (83) Break----------------
Vishvprabha Ventures Limited
Notes to Consolidated Financial Statements for the year ended 31st March, 2025
CIN No. : L51900MH1985PLC034965
Mitesh ThakkarManaging Director
Paresh DesaiWhole Time Director
Rajalaxmi Vijay SawantIndependent Director
Rakhi BarodIndependent Director
Utsav S BhavsarIndependent Director
Ashish DangeIndependent Director
Shweta PatelIndependent Director
Ankit BhosaleIndependent Director
Ajay Kumar SinghChief Financial Officer
Rudrabahadur BhujelCompany Secretary and Compliance Officer w.e.f July 03, 2023
Jas Raj NagalCompany Secretary and Compliance Officer Upto March 02, 2023
Vasstudeal Developers Pvt LtdEnterprises over which Key Management Personnel are able to exercise significant influence
Rs. in Lakhs
Particulars Nature of Transaction Year ended March 31, 2025 Year ended March 31, 2024
216.67 605.13
497.36 482.05
- 1.36
- 0.02
0.30 0.07
0.90 0.02
- 0.25
- 0.07
- 0.02
3.22 2.74
17.00 20.50
23.27 14.23
Balances at the year endRs. in Lakhs
Particulars Nature of Transaction Year ended March 31, 2025 Year ended March 31, 2024
Loan payble258.97 539.66
Other Payable9.55 9.55
1.36 1.36
Ashish DangePayable0.25 0.25
0.02 0.02
Rakhi BarodPayable0.37 0.05
0.38 0.02
Shweta PatelPayable0.07 0.07
0.02 0.02
1.42 1.07
Jas Raj NagalPayable- 0.38
- 6.27
Loan Taken
Loan Repaid
Mitesh Thakkar
Director Sitting Fees
Director Sitting Fees
Director Sitting Fees
Ankit Bhosale
Rajalaxmi Vijay Sawant
Rudrabahadur BhujelSalary
Deposit taken Vasstudeal Developers Pvt Ltd
Deposit Returned
Vasstudeal Developers Pvt Ltd
Rajalaxmi Vijay SawantDirector Sitting Fees
Utsav S BhavsarDirector Sitting Fees
Deposit payble
Loan Taken
B) Transactions carried out with related parties referred to above, in ordinary course of business and balances outstanding:
Paresh Desai
Ashish DangeDirector Sitting Fees
Paresh DesaiLoan Taken
Ankit BhosaleDirector Sitting Fees
Utsav S Bhavsar
Name of the PartiesNature of Relationship
Rakhi BarodDirector Sitting Fees
Shweta PatelDirector Sitting Fees
Mitesh Thakkar
Rudrabahadur BhujelSalary payble
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Vishvprabha Ventures Limited
Notes to Consolidated Financial Statements for the year ended 31st March, 2025
CIN No. : L51900MH1985PLC034965
33
34IND AS 115 - Revenue from Contracts with Customers
(a) Reconciliation of revenue as per contract price and as recognised in the Statement of profit and loss:
Year ended
31 March 2025
Year ended
31 March 2024
Revenue from contracts with customers as per contract price and statement of profit and loss 992.21 595.13
b) Disaggregation of revenue from contracts with customers
(c) Reconciliation of contract assets and contract liabilities and its significant changes Rs. in Lakhs
Particulars Year ended 31 March 2025 Year ended 31 March 2024
Due from contract customers (contract assets)
At the beginning of the reporting period 736.72 162.76
Additional amount received during the year
Cumulative catch up adjustments to revenue affecting contract asset 573.26 573.96
At the end of the reporting period 1,309.98 736.72
Contract Balances
Trade Receivables 1,309.98 736.72
Less : Advance from customers -
1,309.98 736.72
(d) Transaction price allocated to remaining performance obligation
Expenditure on Corporate Social Responsibility (CSR) activities : The Provisions for Corporate Social Responsibility as per Section 135
of Companies act 2013 are not applicable to the company.
Particular
Ind AS 115 Revenue from contracts with customer has been notified by Ministry of Corporate Affairs (MCA) on 28 March 2018 and is effective
from accounting period beginning on or after 1 April 2018, replace existing revenue recognition standard. The adoption of standard did not
have any impact on the standalone financials results of the Group.
The Group believes that the information provided under note 20- Revenue from operations and note 30- Segment reporting best depicts how
the nature, amount, timing and uncertainty of revenue and cash flows are affected by industry, market and other economic factors.
The Group has recognised revenue as the amount that the entity has a right to invoice, thus there are no unsatisfied performance obligation.
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----------------Page (85) Break----------------
35
If one or more of the significant inputs is not based on observable market data, the respective assets and liabilities are considered under Level 3.
Rs. in Lakhs
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Financial Assets:
Trade receivables6- 1,309.98 1,309.98 - - - - - - - - 1,309.98 1,309.98
Cash and cash equivalents7- 21.12 21.12 - - - - - - - - 21.12 21.12
Other bank balances8- 0.30 0.30 - - - - - - - - 0.30 0.30
Others financial assets415.69 18.04 33.74 - - - - - - - - 33.74 33.74
Total Financial Assets15.69 1,349.43 1,365.12 - - - - - - - - 1,365.12 1,365.12
Financial Liabilities:
Borrowings13339.15 1,301.11 1,640.25 - - - - - - - - 1,640.25 1,640.25
Trade payables15- 788.01 788.01 - - - - - - - - 788.01 788.01
Other financial liabilities16- 12.46 12.46 - - - - - - - - 12.46 12.46
Total Financial Liabilities339.15 2,101.58 2,440.73 - - - - - - - - 2,440.73 2,440.73
Rs. in Lakhs
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Financial Assets:
Trade receivables6- 736.72 736.72 - - - - - - - - 736.72 736.72
Cash and cash equivalents7- 7.75 7.75 - - - - - - - - 7.75 7.75
Other bank balances8- 0.30 0.30 - - - - - - - - 0.30 0.30
Others financial assets43.40 19.16 22.56 - - - - - - - - 22.56 22.56
Total Financial Assets3.40 763.93 767.32 - - - - - - - - 767.32 767.32
Financial Liabilities:
Borrowings13391.80 1,318.23 1,710.03 - - - - - - - - 1,710.03 1,710.03
Trade payables15- 197.69 197.69 - - - - - - - - 197.69 197.69
Other financial liabilities16- 14.47 14.47 - - - - - - - - 14.47 14.47
Total Financial Liabilities391.80 1,530.39 1,922.19 - - - - - - - - 1,922.19 1,922.19
Vishvprabha Ventures Limited
Notes to Consolidated Financial Statements for the year ended 31st March, 2025
Notes to consolidated financial statements for the year ended 31 March 2025
A. Accounting classification and fair values
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
CIN No. : L51900MH1985PLC034965
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial
assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Assets and Liabilities that are disclosed at Amortised Cost for which Fair values are disclosed are classified as Level 3.
Financial Asset & Liabilities
as at 31st March 2025
Refer
note
Non Current Current Total Routed through Profit & Loss Routed through OCI Carried at
Amortised
Total Amount
Financial Asset & Liabilities
as at 31st March 2024
Refer
note
Non Current Current Total Routed through Profit & Loss Routed through OCI Carried at
Amortised
Total Amount
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36Notes to consolidated financial statements for the year ended 31 March 2025
Risk management framework
i. Market risk
iii. Credit risk
(a) Trade and other receivables from customers
Ageing of Accounts receivables :Rs. in Lakhs
As at
March 31, 2025
As at
March 31, 2024
Not due 950.25 353.44
0 - 6 months 177.99 299.60
6 - 12 months 60.14 39.54
Beyond 12 months 123.80 46.33
Less Allowance for doubtful debts (2.20) (2.20)
Less Allowance for expected credit loss - -
Total 1,309.98 736.72
A wide range of risks may affect the Company’s business and operational / financial performance. The risks that could have significant
influence on the Company are market risk, credit risk and liquidity risk. The Company’s Board of Directors reviews and sets out policies for
managing these risks and monitors suitable actions taken by management to minimise potential adverse effects of such risks on the company’s
operational and financial performance.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Company’s trade and other receivables, cash and cash equivalents and other bank balances. To
manage this, the Company periodically assesses financial reliability of customers, taking into account the financial condition, current economic
trends and analysis of historical bad debts and ageing of accounts receivable. The maximum exposure to credit risk in case of all the financial
instruments covered below is restricted to their respective carrying amount.
Credit risk in respect of trade and other receivables is managed through credit approvals, establishing credit limits and monitoring the
creditworthiness of customers to which the Company grants credit terms in the normal course of business.
The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business
environment in which the entity operates. The Company uses a provision matrix to compute the expected credit loss allowance for trade
receivables. The provision matrix takes into account available external and internal credit risk factors such as credit ratings from credit rating
agencies, financial condition, ageing of accounts receivable and the Company's historical experience for customers.
Market Risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: currency risk, interest rate risk and other price risk.
ii. Currency risk
The Company is not much exposed to currency risk.
i) Actual or expected significant adverse changes in business
ii) Actual or expected significant changes in the operating results of the counterparty
iii) Financial or economic conditions that are expected to cause a significant change to the counterparties ability to meet its obligation
iv) Significant increase in credit risk on other financial instruments of the same counterparty
v) Significant changes in the value of the collateral supporting the obligation or in the quality of third party guarantees or credit enhancements
CIN No. : L51900MH1985PLC034965
Vishvprabha Ventures Limited
Notes to Consolidated Financial Statements for the year ended 31st March, 2025
Financial assets are written off when there is a no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan
with the Company. When loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to
recover the receivable due, When recoverable are made, these are recognised as income in the statement of profit and loss.
The Company measures the expected credit loss of trade and other receivables based on historical trend, industry practices and the business
environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. Based on the historical data,
loss on collection of receivable is not material hence no additional provision considered.
Particulars
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CIN No. : L51900MH1985PLC034965
Vishvprabha Ventures Limited
Notes to Consolidated Financial Statements for the year ended 31st March, 2025
Financial Assets are considered to be of good quality and there is no significant increase in credit risk
The movement of the allowance for lifetime expected credit loss is stated below:
Rs. in Lakhs
As at
March 31, 2025
As at
March 31, 2024
Opening provision 2.20 -
Add : Additional provision made - 2.20
Closing provisions 2.20 2.20
(b) Cash and cash equivalents and Other Bank Balances
iv. Interest rate risk
As at
31st March, 2025
As at
31st March, 2024
Fixed-rate instruments:
Financial liabilities (Borrowings) 369.87 421.36
369.87 421.36
Variable-rate instruments:
Financial liabilities (Borrowings) 761.27 759.80
761.27 759.80
1,131.13 1,181.16
v. Interest rate sensitivity
As at
31st March, 2025
As at
31st March, 2024
Increase in basis points 50 basis points 50 basis points
Effect on profit/(loss) before tax, increase by 3.81 3.80
Decrease in basis points 50 basis points 50 basis points
Effect on profit/(loss) before tax, decrease by (3.81) (3.80)
The Company held cash and cash equivalents and other bank balances of Rs.21.41 Lakhs at 31st March 2025 (PY Rs.8.04 Lakhs). The cash
and cash equivalents are held with bank with good credit ratings and financial institution counterparties with good market standing.
Particulars
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest
rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s total debt obligations with
floating interest rates.
The interest rate profile of the Company’s interest-bearing financial instruments as reported to the management of the Company is as follows:
Particular
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings
affected. With all other variables held constant, the Company’s profit/(loss) before tax is affected through the impact on floating rate borrowings,
as follows:
Particular
The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment,
showing a significantly higher volatility than in prior years.
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CIN No. : L51900MH1985PLC034965
Vishvprabha Ventures Limited
Notes to Consolidated Financial Statements for the year ended 31st March, 2025
vi. Liquidity risk
Maturity Analysis of Significant Financial LiabilitiesRs. in Lakhs
31st March 2025 Upto 1 year 1-5 years More than 5 years Total
Borrowings1,301.11 339.15 - 1,640.25
Trade payables788.01 - - 788.01
Other financial liabilities12.46 - - 12.46
Rs. in Lakhs
31st March 2024 Upto 1 year 1-5 years More than 5 years Total
Borrowings1,318.23 391.80 - 1,710.03
Trade payables197.69 - - 197.69
Other financial liabilities14.47 - - 14.47
vii. Other price risk
The Company is not exposed to any other price risk.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are
settled by delivering cash or another financial asset.
Liquidity risk is managed by Company through effective fund management of the Company’s short, medium and long-term funding and liquidity
management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and other borrowing
facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted.
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37Notes to consolidated financial statements for the year ended 31 March 2025
Rs. in Lakhs
As at 31 March
2025
As at 31 March
2024
1,640.25 1,710.03
816.15 387.78
2.01 4.41
38ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III TO THE COMPANIES ACT, 2013
Vishvprabha Ventures Limited
Notes to Consolidated Financial Statements for the year ended 31st March, 2025
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves
attributable to the equity holders of the Company. The Company strives to safeguard its ability to continue as a going concern so
that they can maximise returns for the shareholders and benefits for other stake holders. The aim to maintain an optimal capital
structure and minimise cost of capital.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants. To maintain or adjust the capital structure, the Company may return capital to
shareholders, issue new shares or adjust the dividend payment to shareholders (if permitted). Consistent with others in the
industry, the Company monitors its capital using the gearing ratio which is total debt divided by total capital plus total debts.
1. The Group does not have any benami property held in its name. No proceedings have been initiated on or are pending against
the Group for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made
thereunder.
Particulars
Total debts
Total equity
Total debts to equity ratio (Gearing ratio)
CIN No. : L51900MH1985PLC034965
7. The Group does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies
beyond the statutory period.
8. The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the year.
9. The Company has not entered into any transaction with the struck off companies under section 248 companies Act , 2013.
5. There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961
(such as search or survey), that has not been recorded in the books of account.
6. The Group has not traded or invested in crypto currency or virtual currency during the year.
II.The Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
2. The Group has not been declared wilful defaulter by any bank or financial institution or other lender or government or any
government authority.
3. The Group has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the
Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.
4. Utilisation of borrowed funds and share premium
I.The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group
(Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
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39 Notes to consolidated financial statements for the year ended 31 March 2025
a) Subsidiaries :
Date of
Becoming
Subsidiary
Country of
Incorporation
% Voting Power
held
As on 31.03.2025
% Voting
Power held
As on
31.03.2024
24-Feb-20India100.00%100.00%
31-Aug-19India51.00%51.00%
40 Disclosure of additional information pertaining to the Parent Group and Subsidiaries:
a)For the Year ended 31st March 2025Rs. in Lakhs
Net Assets
As % of
Consolidate
d Net
Assets
Profit / (Loss)
As % of
Consolidated
Profit or Loss
Total
comprehensive
income
As % of Total
comprehensive
income
Parent
Vishvprabha Ventures Ltd.499.08 61.15% 49.09 2155.15% 49.09 -2155.15%
Subsidiaries
Vishvprabha Foods Pvt. Ltd 316.78 38.81% (50.62) -2222.07% (50.62) 2222.07%
Vishvprabha & VS Buildcon Pvt. Ltd. (1.44) -0.18% (0.38) -16.87% (0.38) 16.87%
Minority Interest in all subsidiaries1.74 0.21% (0.37) -16.21% (0.37) 16.21%
TOTAL 816.15 100.00% (2.28) -100.00% (2.28) 100.00%
b) For the Year ended 31st March 2024
Net Assets
As % of
Consolidate
d Net
Assets
Profit / (Loss)
As % of
Consolidated
Profit or Loss
Total
comprehensive
income
As % of Total
comprehensive
income
Parent
Vishvprabha Ventures Ltd.19.10 4.92% 3.83 14.08% 3.83 0.00%
Subsidiaries
Vishvprabha Foods Pvt. Ltd 367.39 94.74% (30.72) -112.94% (30.72) 0.00%
Vishvprabha & VS Buildcon Pvt. Ltd. (0.81) -0.21% (0.16) -0.59% (0.16) 0.00%
Minority Interest in all subsidiaries2.10 0.54% (0.15) -0.55% (0.15) 0.00%
TOTAL 387.78 100.00% (27.20) -100.00% (27.20) 0.00%
Note : The above figures are after eliminating intra group transactions and intra group balances as at 31st March, 2024
Total comprehensive income
Note : The above figures are after eliminating intra group transactions and intra group balances as at 31st March, 2025
Name of the Enterprises
Net Assets
(Total Assets minus
Total Liabilities)
Share in Profit or loss
Name of the Enterprises
Net Assets
(Total Assets minus
Total Liabilities)
Share in Profit or loss Total comprehensive income
Vishvprabha Foods Pvt. Ltd
Vishvprabha & VS Buildcon Pvt. Ltd.
CIN No. : L51900MH1985PLC034965
Vishvprabha Ventures Limited
Notes to Consolidated Financial Statements for the year ended 31st March, 2025
Name of Entity
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CIN No. : L51900MH1985PLC034965
Vishvprabha Ventures Limited
Notes to Consolidated Financial Statements for the year ended 31st March, 2025
41Prior year comparatives
As per our attached report of even date
For S G C O & Co. LLPFor and on behalf of the Board
Chartered AccountantsVishvprabha Ventures Limited
Firm Registration No. 112081W / W100184
Suresh MurarkaMitesh Thakkar Paresh DesaiAjay Kumar SinghRudrabahadur Bhujel
PartnerManaging DirectorWhole Time DirectorChief Financial OffierCompany Secretary
Mem. No. 044739DIN : 06480213DIN : 08602174
Place: MumbaiPlace : Dombivali, Thane
Date : May 30, 2025Date : May 30, 2025
Previous year's figures have been regrouped or reclassified, to conform to the current year's presentation wherever considered necessary.
SD/-SD/-SD/-SD/-SD/-
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INDEPENDENT AUDITOR’S REPORT
To the Members of Vishvprabha Ventures Limited
Report on the Audit of the Standalone Financial Statements
Qualified Opinion:
We have audited the Standalone financial statements of Vishvprabha Ventures Limited (“the Company”),
which comprise the balance sheet as at 31st March 2025, and the statement of Profit and Loss (Including
Other Comprehensive Income), statement of cash flows and statement of changes in equity for the year
then ended, and notes to the standalone financial statements, including a summary of material accounting
policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, except
the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the aforesaid
standalone Ind AS financial statements give the information required by the Companies Act, 2013 in the
manner so required and give a true and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,
2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of
affairs of the Company as at 31st March 2025, and profit (Financial performance including other
comprehensive income), its cash flows and changes in equity for the year ended 31st March 2025.
Basis for Qualified Opinion:
1. The Company is not accounting for liability for Gratuity as required under Indian Accounting
Standard 19 (IndAS-19) relating to Employees Benefits as referred in note 31 to financial
statements. 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.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in
the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report.
We are independent of the Company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the
Standalone financial statements under the provisions of the Companies Act, 2013 and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements
and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone financial statements.
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Key Audit Matters
1. Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
2. We have determined that there are no key audit matters to be communicated in our report.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Management Discussion and Analysis, Board’s
Report including Annexure to Board’s Report, Business Responsibility Report and Report on Corporate
governance and Shareholder’s Information but does not include the consolidated financial statement,
standalone financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statements, or our knowledge obtained during the course of our audit or otherwise
appears to be materially misstated. If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone
Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a
true and fair view of the financial position, financial performance including other comprehensive income,
cash flows and changes in equity of the Company in accordance with the and accounting principles
generally accepted in India, including the specified under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether due to fraud or error.
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In preparing the financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
1. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
2. As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies
Act, 2013, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls system in place and the operating effectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
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• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Materiality is the magnitude of misstatements in the financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user
of the financial statements may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our
work; and (ii) to evaluate the effect of any identified misstatements in the financial statements
3. We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
4. We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
Report on Other Legal and Regulatory Requirements
1 As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give
in the Annexure “A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable.
2 As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of accounts as required by law have been kept by the Company so as
far as it appears from our examination of those books except for the matter stated in paragraph h(v)
below.
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,
Statement of Changes in Equity and the Statement of Cash Flows dealt with by this report are in
agreement with the books of account.
(d) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph
above, in our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting
Standards prescribed under Section 133 of the Act, read with relevant rules issued thereunder.
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(e) The matters described under the ‘Basis for Qualified Opinion’ paragraph above, in our opinion, may
not have an adverse effect on the functioning of the Company.
(f) On the basis of the written representations received from the directors as on 31st March 2025 taken
on record by the Board of Directors, none of the directors is disqualified as on 31st March 2025 from
being appointed as a director in terms of Section 164 (2) of the Act.
(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”, our
Report expresses an unmodified opinion on the adequacy and operating effectiveness of the
company’s internal financial controls over financial reporting.
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information
and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company did not have any long-term contracts, including derivative contracts for which
there were any material foreseeable losses.
iii. There has been no delay in transferring the amounts required to be transferred to the Investor
Education and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other person or entity, including foreign entity (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been received by the
Company from any person or entity, including foreign entity (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
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representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b)
above, contain any material misstatement.
v. Based on our examination, which include test checks, the company is using the accounting
software for maintaining its books of accounts for the financial year ended March 31, 2025
which does not have the feature of recording audit trail (edit log) facility, and the same has
not operated throughout the year for all relevant transaction recorded in software.
Additionally, as feature of recording audit trail (edit log) facility has not been implemented
hence records are not preserved by the Company as per the statutory requirements for record
retention for the current year.
vi. In our opinion and according to the information and explanations given to us, the Company
has not paid/provided for any managerial remuneration, accordingly the provisions of Section
197 read with Schedule V to the Act are not applicable to the Company
3 Since The Company has not declared / paid any dividend during the year, Section 123 of the Act is
not applicable.
For S G C O & Co. LLP
Chartered Accountants
FRN. 112081W/W100184
Suresh Murarka
Partner
Mem. No. 044739
UDIN: 25044739BMLALN9841
Place: Mumbai
Date: May 30, 2025.
SD/-
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Annexure I
Statement on Impact of Audit Qualifications (for audit report with qualified opinion) submitted along-with
Annual Audited Financial Results
Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2025
[See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 2016]
I.
Particulars
Standalone
Audited Figures
(as reported
before adjusting
for
qualifications)
Adjusted Figures
(audited figures
after
adjusting for
qualifications)
Turnover / Total income 762.17 762.17
Total Expenditure 703.35 703.35
Net Profit/(Loss) after taxes 48.93 48.93
Earnings Per Share (Rs.) 1.96 1.96
Total Assets 2,624.63 2,624.63
Total Liabilities 1,721.26 1,721.26
Net Worth 903.37 903.37
Any other financial item(s) (as felt appropriate by the
management)
II. Audit Qualification (each audit qualification separately):
Details of Audit Qualification:
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.
Type of Audit Qualification :
Qualified Opinion / Disclaimer of Opinion / Adverse Opinion
Frequency of qualification:
Whether appeared first time / repetitive / since how long continuing
For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views:
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.
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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.
For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management’s estimation on the impact of audit qualification:
NA
(ii) If management is unable to estimate the impact, reasons for the same: NA
(iii) Auditors’ Comments on (i) or (ii) above: NA
III Signatories:
Mr. Mitesh Thakkar
Managing Director
Mr. Paresh R Desai
Whole Time Director
Adv. Rakhi Barod
Independent Woman Director
Statutory Auditor
For S G C O & Co LLP
Chartered Accountants
Firm Reg. No. 112081W / W100184
Suresh Murarka
Partner
Mem. No.: 044739
Date : 30th May, 2025
Place: Mumbai
SD/-
SD/-
SD/-
SD/-
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Annexure “B” to the Independent Auditor’s Report of even date on the Standalone Ind AS financial
statements of Vishvprabha Ventures Limited for the year ended 31st March 2025.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Vishvprabha Ventures Limited (“the
Company”) as of March 31, 2025 in conjunction with our audit of the Standalone Ind AS financial statements of
the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls:
The Company’s management is responsible for establishing and maintaining internal financial controls based
on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over
Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI”).These responsibilities
include the design, implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to
company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of reliable financial
information, as required under the Companies Act, 2013.
Auditors’ Responsibility:
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting
based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by
ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable
to an audit of internal financial controls, both issued by ICAI. Those Standards and the Guidance Note require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls over financial reporting was established and maintained and if
such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls system over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an understanding of internal
financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting:
A Company's internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company's internal financial control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and
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expenditures of the Company are being made only in accordance with authorizations of management and
directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the
financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting:
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility
of collusion or improper management override of controls, material misstatements due to error or fraud may
occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control over financial reporting may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Opinion:
According to the information and explanation given to us and based on our audit, in our opinion, the company
has maintained, in all material respects, an adequate internal financial controls over financial reporting and
such internal controls over financial reporting were generally operating effectively as of 31st March 2025,
based on the internal control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the Institute of Chartered Accountants of India
For S G C O & Co LLP
Chartered Accountants
Firm Reg. No. 112081W / W100184
Suresh Murarka
Partner
M No. : 044739
UDIN : 25044739BMLALN9841
Place : Mumbai
Date : May 30, 2025
SD/-
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Annexure “A” to the Independent Auditors Report on the Standalone financial Statements of
Vishvprabha Ventures Limited for the year ended 31st March 2025
As required by the Companies (Auditors Report) Order, 2020 and according to the information and explanations
given to us during the course of the audit and on the basis of such checks of the books and records as were
considered appropriate we report that:
(i) a) (A) The Company has maintained proper records showing full particulars including quantitative
details and situation of Property, Plant and Equipment.
(B) The Company does not hold Intangible Asset and hence relevant reporting under clause
3(i)(a)(B) of the Order is not applicable.
b)
The Property, Plant and Equipments have been physically verified by the management during the
year at reasonable intervals. In our opinion the frequency of verification is reasonable having
regard to the size of the Company and the nature of its assets. No discrepancies have been
noticed on such physical verification.
c) According to the information and explanations given to us and on the basis of our examination of
the records of the Company, Since the Company does not hold any Immovable Property, hence
relevant reporting under clause 3(i)(c) of the Order is not applicable.
d) According to the information and explanations given to us, the Company has not revalued its
property, plant and Equipment and its intangible assets. Accordingly, the requirements under
paragraph 3(i)(d) of the Order are not applicable to the Company.
e) According to the information and explanations given to us, no proceeding has been initiated or
pending against the Company for holding benami property under the Benami Transactions
(Prohibition) Act, 1988 and rules made thereunder. Accordingly, the provisions stated in paragraph
3(i)(e) of the Order are not applicable to the Company.
(ii) a) The inventories have been physically verified by the management during the year at reasonable
intervals. Discrepancies noticed on physical verification of inventories as compared to book
records were not material and have been properly dealt with in the books of account.
b) The Company has been sanctioned working capital limits in excess of Rs. 5 crores in aggregate
from Banks on the basis of security of current assets. Quarterly statements filed with such Banks
are in agreement with the books of account except for the difference mentioned in Note no. 14 to
the financial statements.
(iii) a) During the year the Company has made investments and granted loan, however not provided any
advance in nature of loan or guarantee or security or, secured or unsecured to Companies, firms,
Limited Liability Partnerships or any other parties.
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A) During the year the company has granted loans or but not provided advance in nature of loan or
guarantee or security to its subsidiary and associates companies. Details of the same are as
follows:
(Rs. in Lakhs)
Particulars Aggregate amount
granted/provided during
the year
Balance Outstanding as at
balance sheet date in
respect of above cases
Loans to Subsidiary
company
165.55 185.04
B) Based on the audit procedures carried on by us and as per the information and explanations given
to us the Company not given loan and advances and guarantees or securities to any other parties.
b) According to the information explanation provided to us, the Company has not made any
investments in, provided any guarantee or security or granted any loans or advances in the nature
of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other
parties. Hence, the requirements under paragraph 3(iii)(b) of the Order are not applicable to the
Company.
.
c) In respect of loans granted by the Company, no repayment schedule has been stipulated for
repayment of principal and interest.
d) According to the information and explanations given to us and on the basis of our examination of
the records of the Company since no repayment schedule has been stipulated for repayment of
principal and interest hence relevant reporting is not applicable under paragraph 3(iii)(d) of the
Order.
e) According to the information explanation provided to us, the loan or advance in the nature of loan
granted has not fallen due during the year as no repayment schedule has been stipulated, hence
relevant reporting under under paragraph 3(iii)(e) of the Order is not applicable.
f) The company has granted unsecured loans repayable on demand to its Subsidiary Company
amounting to Rs. 165.55 lakhs and balance outstanding at the balance sheet date was Rs. 185.04
lakhs which are 100% to the total loans granted.
(iv) According to the information and explanations given to us and on the basis of our examination of
records of the Company, in respect of investments, loans, guarantees and securities made by the
Company, in our opinion the provisions of Section 185 and 186 of the Companies Act, 2013 (“the Act”)
have been complied with.
(v) According to the information and explanations given to us, the Company has not accepted any deposits
or amounts which are deemed to be deposits from the public during the year. In respect of unclaimed
deposits, the Company has complied with the provisions of section 73 to 76 of the Act and the rules
framed thereunder.
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(vi) The Central government has not specified maintenance of cost records under sub-section (1) of Section
148 of the Act, in respects of Company’s products. Accordingly, the provision of clause 3(vi) of the order
are not applicable
(vii) a) Accordingly to the records of the Company, the undisputed statutory dues including Provident
Fund, Income tax, Sales tax, Wealth tax, Service tax, Duty of Customs, Duty of Excise, Value
Added Tax and Cess, to the extent applicable to the Company, have been regularly deposited with
the appropriate authorities except for the TDS, Professional Tax, Provident Fund and Employee
State Insurance Corporation which is outstanding for more than six months as on March 31, 2025
amounting to Rs 1.42 lakhs, Rs. 0.11 lakhs, Rs. 0.04 lakhs and Rs. 0.01 lakhs respectively.
b) According to the information and explanation given to us and based on the records of the
Company examined, there are no dues of income tax, goods and service tax, customs duty, cess
and any other statutory dues which have not been deposited on account of any dispute.
(viii)
According to the information and explanations given to us, there are no transactions which are not
accounted in the books of account which have been surrendered or disclosed as income during the year
in Tax Assessment of the Company. Also, there are no previously unrecorded income which has been
now recorded in the books of account. Hence, the provision stated in paragraph 3(viii) of the Order is not
applicable to the Company
(ix) (a) In our opinion and according to the information and explanations given to us, the Company has
not defaulted in repayment of loans or borrowings or in payment of interest thereon to any lender.
(b) According to the information and explanations given to us and on the basis of our audit
procedures, we report that the company has not been declared wilful defaulter by any bank or
financial institution or government or any government authority.
(c) In our opinion and according to the information explanation provided to us, the company has not
raised money by way of term loans during the year, hence reporting under clause 3(ix)(c) of the
Order is not applicable.
(d) According to the information and explanations given to us, and the procedures performed by us,
and on an overall examination of the standalone financial statements of the company, we report
that no funds raised on short-term basis have been used for long-term purposes by the company.
(e) As per information and explanation provided to us and procedures performed by us, the Company
has not taken any funds from any entity or person on account of or to meet the obligations of its
subsidiaries, associates or joint ventures.
(f) According to the information and explanations given to us and procedures performed by us, we
report that the Company has not raised loans during the year on the pledge of securities held in its
securities, joint ventures or associate companies.
(x) (a) The Company has not raised moneys by way of initial public offer or further public offer (including
debt instruments) during the year and hence reporting under clause 3(x)(a) of the Order is not
applicable.
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(b) According to the information and explanations given to us and on the basis of our examination of
the records of the Company, the Company has not made any preferential allotment or private
placement of shares or fully or partly convertible debentures during the year. Accordingly, clause
3(x)(b) of the Order is not applicable.
(xi) (a) During the course of our audit, examination of the books and records of the Company, carried out
in accordance with the generally accepted auditing practices in India, and according to the
information and explanations given to us, we have neither come across any instance of material
fraud by the Company or on the Company.
(b) We have not come across of any instance of material fraud by the Company or on the Company
during the course of audit of the standalone financial statement for the year ended March 31,
2025, accordingly the provisions stated in paragraph (xi)(b) of the Order is not applicable to the
Company.
(c) As represented to us by the management, there are no whistle-blower complaints received by the
Company during the course of audit. Accordingly, the provisions stated in paragraph (xi)(c) of the
Order is not applicable to company.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi
Company. Accordingly, paragraph 3 (xii) of the Order is not applicable.
(xiii) According to the information and explanation given to us and based on our examination of the records of
the Company, transactions with related parties are in compliance with of section 177 and 188 of the Act,
where applicable, for all transactions with the related parties and the details of related party transactions
have been disclosed in the financial statements etc. as required by the applicable accounting standards.
(xiv) a) In our opinion and based on our examination, the Company has an internal audit system
commensurate with the size and nature of its business.
b) We have considered internal audit reports issued by internal auditors during our audit.
(xv) According to the information and explanation given to us and based on our examination of the records of
the Company, the Company has not entered into any non-cash transactions with the directors or
persons connected with him. Accordingly, paragraph 3 (xv) of the Order is not applicable.
(xvi) (a). The Company is not required to be registered under Section 45-IA of the Reserve Bank of India
Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable.
(b). The Company is not required to be registered under Section 45-IA of the Reserve Bank of India
Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable.
(c). The Company is not a Core Investment Company (CIC) as defined in the regulations made by the
Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.
(d). According to the information and explanations provided to us during the course of audit, the Group
does not have any CIC. Accordingly, the requirements of clause 3(xvi)(d) are not applicable.
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(xvii) According to the information explanation provided to us, the Company has not incurred cash losses in
the current financial year and in the immediately preceding financial year. Hence, the provisions stated
in paragraph clause 3 (xvii) of the Order are not applicable to the Company.
(xviii) There has been no resignation of the statutory auditors of the Company during the year.
(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and
payment of financial liabilities, other information accompanying the financial statements and our
knowledge of the Board of Directors and Management plans and based on our examination of the
evidence supporting the assumptions, nothing has come to our attention, which causes us to believe
that any material uncertainty exists as on the date of the audit report indicating that Company is not
capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a
period of one year from the balance sheet date. We, however, state that this is not an assurance as to
the future viability of the Company. We further state that our reporting is based on the facts up to the
date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling
due within a period of one year from the balance sheet date, will get discharged by the Company as and
when they fall due.
(xx) a) The Provisions for Corporate Social Responsibility as per Section 135 of Companies act 2013 are
not applicable to the company. Accordingly, reporting under clause (xx) of the order is not
applicable for the year.
For S G C O & Co. LLP
Chartered Accountants
Firm Reg. No. 112081W/W100184
Suresh Murarka
Partner
Mem No : 44739
UDIN: 25044739BMLALN9841
Place: Mumbai
Date: May 30, 2025
SD/-
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(Rs. in Lakhs)
As at As at
31st March 2025 31st March 2024
ASSETS
Non-Current Assets
Property, Plant and Equipment350.49 75.24
Financial Asset
Investments4457.55 457.55
Total Non-Current Assets508.04 532.79
Current Assets
Inventories5418.58 192.38
Financial Asset
Trade receivables61,248.44 716.31
Cash and cash equivalents75.72 3.42
Bank Balance other than cash and cash equivalents80.30 0.30
Loans9185.04 226.15
Other financial assets1018.04 18.04
Other Current Asset11 240.47 133.34
Total Current Assets 2,116.59 1,289.94
TOTAL ASSETS2,624.63 1,822.73
EQUITY AND LIABLITIES
Equity
Equity Share capital12311.82 171.50
Other equity13591.56 252.59
Total Equity903.37 424.09
Liabilities
Non-current Liabilities
Financial liabilities
Borrowings142.95 5.80
Deferred tax liabilities (Net)152.13 12.65
Total Non-current Liabilities5.08 18.45
Current Liabilities
Financial liabilities
Borrowings14830.76 1,044.06
Trade payables16
- Due to micro and small enterprises6.61 3.60
- Due to Others720.71 131.64
Other financial liabilities178.39 7.46
Provisions1821.91 1.48
Other Current Liabilities19127.80 191.95
Total Current Liabilities1,716.18 1,380.19
TOTAL EQUITY AND LIABILITIES2,624.63 1,822.73
Summary of material accounting policies and other notes on accounts1 & 2
The accompanying notes form an integral part of the financial statements.3 to 42
This is the Balance Sheet referred to in our audit report of even date
For S G C O & Co. LLPFor and on behalf of the Board
Chartered AccountantsVishvprabha ventures Limited
Firm Registration No. 112081W / W100184
Suresh MurarkaMitesh Thakkar Paresh DesaiAjay Kumar SinghRudrabahadur Bhujel
Partner Managing Director Whole time Director Chief Financial Offier Company Secretary
Mem. No. 44739DIN : 06480213DIN : 08602174
Place: MumbaiPlace : Thane
Date : May 30, 2025Date : May 30, 2025
Vishvprabha Ventures Limited
Standalone Balance Sheet as at 31st March 2025
Particulars Notes
CIN No. : L51900MH1985PLC034965
SD/-SD/-SD/-SD/-SD/-
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----------------Page (108) Break----------------
(Rs. in Lakhs)
Year endedYear ended
31st March 202531st March 2024
INCOME
Revenue from operation20761.95 546.63
Other income210.22 0.78
Total Income762.17 547.41
EXPENSES
Cost of Contruction and Development22735.38 499.63
Change in Construction work in Progress23(235.44) (99.09)
Purchase of Stock in trade2448.37 -
Employee benefits expense2515.38 9.23
Finance costs2695.01 67.28
Depreciation and amortisation expense2723.41 15.52
Other expenses2821.24 36.57
Total Expenses703.35 529.14
Profit/(Loss) Before Tax58.83 18.27
Tax expenses :
- Current tax20.43 1.48
- Deferred tax liability / (asset)(10.53) 12.65
Total Tax Expenses9.90 14.13
Net Profit for the year48.93 4.14
Other comprehensive income (OCI)
Items not to be reclassified subsequently to profit or loss :
- Re-measurement gains / (Loss) on defined benefits plans- -
- Income tax effect on above - -
Total Other comprehensive income (OCI) - -
Total comprehensive income for the year 48.93 4.14
Earnings per equity share 29
(Nominal value of share Rs.10 each)
- Basic1.96 0.24
- Diluted1.96 0.24
Summary of material accounting policies and other notes on accounts1 & 2
The accompanying notes form an integral part of the financial statements.3 to 42
This is the statement of profit and loss referred to in our audit report of even date
For S G C O & Co. LLPFor and on behalf of the Board
Chartered AccountantsVishvprabha ventures Limited
Firm Registration No. 111075W
Suresh MurarkaMitesh Thakkar Paresh DesaiAjay Kumar SinghRudrabahadur Bhujel
PartnerManaging Director Whole time DirectorChief Financial OffierCompany Secretary
Mem. No. 44739DIN : 06480213DIN : 08602174
Place: MumbaiPlace : Thane
Date : May 30, 2025Date : May 30, 2025
Vishvprabha Ventures Limited
Standalone Statement of Profit and Loss for the year ended 31st March 2025
Particulars Notes
CIN No. : L51900MH1985PLC034965
SD/-SD/-SD/-SD/-SD/-
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----------------Page (109) Break----------------
(Rs. in Lakhs)
Year ended Year ended
31st March 2025 31st March 2024
A. Cash flow from operating activities
Net profit before taxation58.83 18.27
Adjustments for:
Depreciation on Property, Plant and Equipment23.41 15.52
Finance costs95.01 67.28
Interest income(0.19) (0.13)
Liabilities no longer required written back(0.04) (0.53)
Operating profit before working capital changes177.03 100.40
Adjustments for :
Decrease / (increase) in trade receivables(532.12) (555.35)
Decrease / (increase) in inventories(226.20) (143.88)
Decrease / (increase) in other financial assets- (12.90)
Decrease / (increase) in other assets(107.13) (98.32)
(Decrease) / Increase in trade and other payables613.21 42.42
(Decrease) / Increase in Other current liability(52.95) 170.43
(Decrease) / Increase in other financial liabilities0.93 3.45
Cash generated from / (used in) operations(127.22) (493.75)
Direct taxes paid(30.76) 1.45
Net cash flow from operating activities(A)(157.99) (492.30)
B. Cash flow from investing activities
Purchase of property, plant and equipment - (22.30)
Investment made- (14.67)
Loans & advances received back / (given)41.10 -
Interest received- 0.13
Issue of Equity shares430.35 -
Net cash flow from / (used in) investment activities(B)471.45 (36.84)
C. Cash Flow from Financing Activities
Proceeds/ (Repayment) of from Borrowings(216.14) 598.33
Finance cost(95.01) (67.28)
Net cash flow from / (used in) financing activities (C)(311.15) 531.05
Net increase / (decrease) in cash and cash equivalentsA+B+C2.31 1.90
Cash and cash equivalents at the beginning of the year3.42 1.51
Cash and cash equivalents at the end of the year5.72 3.42
Year ended Year ended
31st March 2025 31st March 2024
5.72 3.40
0.00 0.02
5.72 3.42
Note :
The cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS 7) statement of cash flows.
Vishvprabha Ventures Limited
Standalone Cash Flow Statement For the year ended 31st March 2025
Particulars
Components of cash and cash equivalents considered only for the purpose of cash flow statement
CIN No. : L51900MH1985PLC034965
Particular
Cash on hand
Balances with bank on current account
Total
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Vishvprabha Ventures Limited
Standalone Cash Flow Statement For the year ended 31st March 2025
CIN No. : L51900MH1985PLC034965
Changes in liabilities arising from financing activities
ParticularsAs at April 1, 2023Cash flows Other As at March 31, 2024
Current borrowings 445.26 598.80 1,044.06
Non-current borrowings 6.63 (0.83) - 5.80
Total liabilities from financing activities 451.89 597.97 - 1,049.86
Changes in liabilities arising from financing activities
ParticularsAs at April 1, 2024Cash flows Other As at March 31, 2025
Current borrowings 1,044.06 (213.29) 830.76
Non-current borrowings 5.80 (2.85) - 2.95
Total liabilities from financing activities 1,049.86 (216.14) - 833.72
Summary of material accounting policies and other notes on
accounts
1 & 2
The accompanying notes form an integral part of the financial
statements.
3 to 42
For S G C O & Co. LLPFor and on behalf of the Board
Chartered AccountantsVishvprabha ventures Limited
Firm Registration No. 112081W / W100184
Suresh MurarkaMitesh Thakkar Paresh DesaiAjay Kumar SinghRudrabahadur Bhujel
PartnerManaging Director Whole time DirectorChief Financial OffierCompany Secretary
Mem. No. 44739DIN : 06480213DIN : 08602174
Place: MumbaiPlace : Thane
Date : May 30, 2025Date : May 30, 2025
This is the Cash Flow Statement referred to in our audit report of even date
SD/-SD/-SD/-SD/-SD/-
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CIN No. : L51900MH1985PLC034965
Note 1 Corporate Information
Vishvprabha ventures Limited (the Company) is a listed public company domiciled in India and incorporated under the provisions of the
Companies Act, 1956. The Company is engaged in construction of housing project in metro city and other infrastructure contract works
and projects.
The standalone financial statements have been reviewed by the Audit Committee and approved by the Board of Directors in their
respective meeting held on May 30, 2025.
Note 2.a Basis Of Preparation And Presentation Of Standalone Financial Statements
iStatement of Compliance with the Indian Accounting Standards (Ind AS)
The standalone financial statements comply in all material aspects with Ind AS notified under Section 133 of the Companies Act, 2013 (the
Act) [Companies (Indian Accounting Standards) Rules, 2015 (as amended)] and other relevant provisions of the Act.
iiHistorical cost convention)
The financial statements have been prepared on a historical cost basis, except for the following:
i. certain financial assets and liabilities (including derivative instruments) is measured at fair value
ii. defined benefit plans – plan assets measured at fair value
iiiFunctional and Presentation Currency
Items included in the financial statements of the entity are measured using the currency of the primary economic environment in which the
entity operates (‘the functional currency’). The financial statements are presented in Indian rupee (INR), which is entity’s functional and
presentation currency.
ivUse of estimates and judgements
The preparation of financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions,
which affect the application of accounting policies and the reported amounts of assets, liabilities, income, expenses and disclosures of
contingent assets and liabilities at the date of these financial statements and the reported amounts of revenues and expenses for the years
presented. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.
vCurrent/non-current classification
The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as
current when it is:
- Expected to be realised or intended to be sold or consumed in normal operating cycle
- Held primarily for the purpose of trading
- Expected to be realised within twelve months after the reporting period, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the
reporting period.
All other assets are classified as non-current.
A liability is current when:
- It is expected to be settled in normal operating cycle
- It is held primarily for the purpose of trading
- It is due to be settled within twelve months after the reporting period, or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
viOperating Cycle
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The
company has identified twelve months as its operating cycle.
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025
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CIN No. : L51900MH1985PLC034965
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025
viiCritical estimates and judgements
(i) Recoverability of trade receivables
In case of trade receivables, the Company follows the simplified approach permitted by Ind AS 109 – Financial Instruments for recognition
of impairment loss allowance. The application of simplified approach does not require the Company to track changes in credit risk. The
Company calculates the expected credit losses on trade receivables using a provision matrix based on its historical credit loss experience.
(ii) Useful lives of property, plant, and equipment/intangible assets
The Company reviews the useful life of property, plant, and equipment/intangible assets at the end of each reporting period. This
reassessment may result in change in depreciation expense in future periods.
(iii) Defined benefit plans
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An
actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the
determination of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-
term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each
reporting date.
Note 2.b MATERIAL ACCOUNTING POLICIES
iProperty, Plant and Equipment and intangible assets
Property, plant, and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Freehold
land is carried at cost. The cost comprises purchase price, borrowing costs if capitalization criteria are met and directly attributable cost of
bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase
price. Borrowing costs directly attributable to acquisition or construction of qualifying PPE is capitalised.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The
carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance
are charged to profit or loss during the reporting period in which they are incurred.
Borrowing costs directly attributable to acquisition of property, plant and equipment which take substantial period of time to get ready for its
intended use are also included to the extent they relate to the period till such assets are ready to be put to use. Advances paid towards the
acquisition of property, plant and equipment outstanding at each balance sheet date is classified as capital advances under other non-
current assets.
An item of property, plant and equipment and any significant part initially recognized is de-recognized upon disposal or when no future
economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the
difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the
Property, plant and equipment is de-recognized.
Advances paid towards the acquisition of property, plant and equipment outstanding at each Balance Sheet date is classified as capital
advances under other non-current assets and the cost of assets not ready to use before such date are disclosed under ‘Capital work-in-
progress’.Subsequent expenditures relating to property, plant and equipment is capitalized only when it is probable that future economic
benefits associated with these will flow to the Company and the cost of the item can be measured reliably.The cost and related
accumulated depreciation are eliminated from the financial statements upon sale or retirement of the asset. Capital work-in-progress,
representing expenditure incurred in respect of assets under development and not ready for their intended use, are carried at cost.
Depreciation methods, estimated useful lives and residual value
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value. Depreciation
on Property,Plant & Equipment of the company has been provided as per the Written Down value method as per the useful lives of the
respective Property,Plant & Equipment in the manner as prescribed by Schedule II of the Act.
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CIN No. : L51900MH1985PLC034965
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025
Estimated useful life of an assets are as follows:
Plant & Machinery 15 Years
Furniture And Fixtures 10 Years
Computer Equipment 3 Years
Office Equipment 10 Years
Vehicle 6 To 8 Years
Depreciation methods, useful lives and residual values are reviewed periodically, including at each financial yearend.The useful lives are
based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in
technology.
Intangible Assets
Intangible assets that are acquired by the Company are measured initially at cost. After initial recognition, an intangible asset is carried at
its cost less any accumulated amortization and accumulated impairment loss.
Subsequent expenditure is capitalized only when it increases the future economic benefits from the specific asset to which it relates. An
intangible asset is derecognized on disposal or when no future economic benefits are expected from its use and disposal.
Losses arising from retirement and gains or losses arising from disposal of an intangible asset are measured as the difference between the
net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss.
Amortisation methods and periods
The estimated useful lives of intangible assets and the amortisation period are reviewed at the end of each financial year and the
amortisation method is revised to reflect the changed pattern, if any. Computer Software is amortized over the useful life prescribed under
Schedule II to the Companies Act, 2013.
Impairment of non-financial assets
The Company assesses at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or
when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable
amount is the higher of an assets’ or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable
amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from
other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount.
Impairment losses are recognized in the statement of profit and loss. After impairment, depreciation is provided on the revised carrying
amount of the asset over its remaining useful life.
When there is indication that an impairment loss recognised for an asset (other than a revalued asset) in earlier accounting periods no
longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, to the extent the
amount was previously charged to the Statement of Profit and Loss.
iiForeign currency translation
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities
denominated in foreign currencies at year end exchange rates are recognised in statement of profit or loss. Non-monetary items
denominated in a foreign currency are measured at historical cost and translated at exchange rate prevalent at the date of transaction.
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CIN No. : L51900MH1985PLC034965
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025
iiiFinancial Instruments
Financial assets and financial liabilities are recognised when a Company becomes a party to the contractual provisions of the instruments.
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another
entity.
Initial Recognition
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition
or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss and
ancillary costs related to borrowings) are added to or deducted from the fair value of the financial assets or financial liabilities, as
appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair
value through profit or loss are recognised immediately in Statement of Profit and Loss.
a) Classification and Subsequent Measurement: Financial Assets
TheCompanyclassifiesfinancialassetsassubsequentlymeasuredatamortisedcost,fairvaluethroughothercomprehensiveincome
(“FVOCI”) or fair value through profit or loss (“FVTPL”) based on following:
- the entity’s business model for managing the financial assets and
- the contractual cash flow characteristics of the financial asset.
Financial Assets at Amortised Cost
A financial asset shall be classified and measured at amortised cost if both of the following conditions are met:
• the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate (EIR)
method.
Financial Assets Measured at Fair Value through other comprehensive income
A financial asset shall be classified and measured at fair value through OCI if both of the following conditions are met:
• the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
Financial instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value
movements are recognised in the other comprehensive income (OCI).
Financial Assets Measured at Fair Value through Profit or Loss
Fair Value through Profit or Loss is a residual category for financial assets. A financial asset shall be classified and measured at fair value
through profit or loss unless it is measured at amortised cost or at fair value through OCI. Financial assets included within the Fair Value
through Profit or Loss category are measured at fair value with all changes recognised in the statement of profit and loss.
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the
classification of the financial assets.
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CIN No. : L51900MH1985PLC034965
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025
Impairment of Financial Assets
In accordance with Ind AS 109, the Company applies the expected credit loss ("ECL") model for measurement and recognition of
impairment loss on financial assets and credit risk exposures.
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables. Simplified approach does not
require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECL at each
reporting date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a
significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide
for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the
instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to
recognising impairment loss allowance based on 12-month ECL.
ECL is the difference between all contractual cash flows that are due to the group in accordance with the contract and all the cash flows
that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. Lifetime ECL are the expected credit losses
resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL
which results from default events that are possible within 12 months after the reporting date.
ECL impairment loss allowance (or reversal) recognised during the period is recognised as income/ expense in the Statement of Profit and
Loss.
De-recognition of Financial Assets
The Company de-recognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the
financial asset and substantially all risks and rewards of ownership of the asset to another entity.
If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred
asset, the Company recognizes its retained interest in the assets and an associated liability for amounts it may have to pay.
If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to
recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
b Classification and Subsequent Measurement: Equity Instruments and Financial Liabilities
Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Equity instruments which are issued for cash are recorded at the proceeds received, net of direct issue costs. Equity instruments which are
issued for consideration other than cash are recorded at fair value of the equity instrument.
Finnacial Liabilities
Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities. All financial liabilities are recognised
initially at fair value and, in the case of loans, borrowings, and payables, net of directly attributable transaction costs.
(i) Financial Liabilities at Fair Value through Profit or Loss
Financial liabilities are classified as at Fair Value through Profit or Loss when the financial liability is held for trading or are designated upon
initial recognition as Fair Value through Profit or Loss. Gains or Losses on liabilities held for trading are recognised in the Statement of
Profit and Loss.
(ii) Other Financial Liabilities
Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the
effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments
(including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums
or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial
recognition.
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CIN No. : L51900MH1985PLC034965
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025
Financial liabilities at FVPL
Financial liabilities at FVPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as at FVPL.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses on
liabilities held for trading are recognised in the Statement of Profit and Loss.
Financial liabilities at amortised cost
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Any
difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of
the borrowings in the Statement of Profit and Loss.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the
EIR. The EIR amortisation is included as finance costs in the Statement of Profit and Loss.
De-recognition of Financial Liabilities
Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired. When an existing
financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as de-recognition of the original liability and recognition of a new
liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.
Equity investment in subsidiaries
Investment in subsidiaries is carried at cost. Impairment recognized, if any, is reduced from the carrying value.
Offsetting Financial Instruments
Financial assets and financial liabilities are offset, and the net amount is reported in the balance sheet if there is a currently enforceable
legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities
simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of
business.
iv Derivatives that are not designated as hedges
Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the
hedge accounting criteria, they are classified as ‘held for trading’ for accounting purposes and are accounted for at FVPL. They are
presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period.
Financial assets and liabilities are offset, and the net amount is reported in the balance sheet where there is a legally enforceable right to
offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their
fair value at the end of each reporting period. The accounting for subsequent changes in fair value is recognised in profit or loss.
v Financial liabilities and equity instruments
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the
substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all liabilities. Equity
instruments issued by a Company are recognised at the proceeds received.
viInventories
Inventories are valued as follows:
a Inventories are stated at lower of cost and net realizable value.
b The cost of raw materials, stores and spare parts and construction materials includes cost of purchases and other cost incurred in bringing
the inventories to the present location and condition. Cost is determined using the weighted average method.
c Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the
estimated costs necessary to complete the contract.
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CIN No. : L51900MH1985PLC034965
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025
viiEmployee Benefits
aDefined Contribution Plan
Contributions to defined contribution schemes such as provident fund, employees’ state insurance, labour welfare are charged as an
expense based on the amount of contribution required to be made as and when services are rendered by the employees. The above
benefits are classified as Defined Contribution Schemes as the Company has no further obligations beyond the monthly contributions.
bDefined Benefit Plan
The Company also provides for gratuity which is a defined benefit plan, the liabilities of which is determined based on valuations, as at the
balance sheet date, made by an independent actuary using the projected unit credit method. Re-measurement, comprising of actuarial
gains and losses, in respect of gratuity are recognised in the OCI, in the period in which they occur. Re-measurement recognised in OCI
are not reclassified to the Statement of Profit and Loss in subsequent periods. Past service cost is recognised in the Statement of Profit and
Loss in the year of plan amendment or curtailment. The classification of the Company’s obligation into current and non-current is as per the
actuarial valuation report.
cLeave entitlement and compensated absences
Accumulated leave which is expected to be utilised within next twelve months, is treated as short-term employee benefit. Leave entitlement,
other than short term compensated absences, are provided based on a actuarial valuation, similar to that of gratuity benefit. Re-
measurement, comprising of actuarial gains and losses, in respect of leave entitlement are recognised in the Statement of Profit and Loss
in the period in which they occur.
dShort-term Benefits
Short-term employee benefits such as salaries, wages, performance incentives etc. are recognised as expenses at the undiscounted
amounts in the Statement of Profit and Loss of the period in which the related service is rendered. Expenses on non-accumulating
compensated absences is recognised in the period in which the absences occur.
dTermination benefits
Termination benefits are recognised as an expense as and when incurred.
viiiShare - Based Compensation
The company recognizes compensation expense relating to employees stock option plan in statement of profit and loss account in
accordance with IND AS 102, Share - Based Payment. Accordingly,compensation expense as determined on the date of the grant is
amortised over the vesting period.The Company follows fair value method to calculate the value of the stock options.
ixCash and Cash Equivalents
Cash and cash equivalents in the Balance Sheet comprises of cash at banks and on hand, which are subject to an insignificant risk of
changes in value.
xBorrowing Costs
Borrowing costs consist of interest and other costs that the Company incurs in connection with the borrowing of funds. Also, the EIR
amortisation is included in finance costs.
Borrowing costs relating to acquisition, construction or production of a qualifying asset which takes substantial period of time to get ready
for its intended use are added to the cost of such asset to the extent they relate to the period till such assets are ready to be put to use. All
other borrowing costs are expensed in the Statement of Profit and Loss in the period in which they occur.
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CIN No. : L51900MH1985PLC034965
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025
xiForeign Exchange Translation and Accounting of Foreign Exchange Transaction
aInitial Recognition
Foreign currency transactions are initially recorded in the reporting currency, by applying to the foreign currency amount the exchange rate
between the reporting currency and the foreign currency at the date of the transaction. However, for practical reasons, the Company uses a
monthly average rate if the average rate approximate the actual rate at the date of the transactions.
bConversion
Monetary assets and liabilities denominated in foreign currencies are reported using the closing rate at the reporting date. Non-monetary
items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the
transaction.
cTreatment of Exchange Difference
Exchange differences arising on settlement/ restatement of short-term foreign currency monetary assets and liabilities of the Company are
recognised as income or expense in the Statement of Profit and Loss except those arising from investment in Non Integral operations.
xiiRevenue Recognition
The Company derives revenue principally from the following streams:
> Construction contracts.
> Sale of services (Work contract services).
> Other income.
1. Construction contracts.
The Company recognises revenue from construction contracts over the period of time, as performance obligations are satisfied over time
due to continuous transfer of control to the customer. Construction contracts are generally accounted for as a single performance
obligation, as it involves a complex integration of goods and services.
The performance obligations are satisfied over time as the work progresses. The Company recognises revenue using the input method (i.e
percentage-ofcompletion method), based primarily on contract costs incurred to date compared to total estimated contract costs. Changes
to total estimated contract costs, if any, are recognised in the period in which they are determined as assessed at the contract level. If the
consideration in the contract includes a price variation clause or there are amendments in contracts, the Company estimates the amount of
consideration to which it will be entitled in exchange for work performed.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or
decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision
become known by management.
The billing schedules agreed with customers include periodic performance based billing and / or milestone based progress billings.
Revenues in excess of billing are classified as unbilled revenue while billing in excess of revenues are classified as contract liabilities
(which we refer to as"unearned revenues").
2. Sale of services (Work contract services).
Revenue from providing work contract services is recognised in the accounting period in which the services are rendered. Invoices are
issued according to contractual terms and are usually payable as per the credit period agreed with the customer.
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CIN No. : L51900MH1985PLC034965
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025
3 Interest income:
Interest income from financial assets at fair value through profit or loss is disclosed as interest income within other income. Interest income
on financial assets at amortised cost using the effective interest method is recognised in the statement of profit and loss as part of other
income.
4. Other Income
a. All other income is accounted for on an accrual basis when no significant uncertainty exists regarding the amount that will be received.
b. Dividend income is recognized when the company's right to receive dividend is established.
c.. 'Claims for insurance are accounted on receipts/ on acceptance of claim by insurer.
XiiiIncome Tax
Income tax comprises of current and deferred income tax. Income tax is recognised as an expense or income in the Statement of Profit and
Loss, except to the extent it relates to items directly recognised in equity or in OCI.
aCurrent Income Tax
Current income tax is recognised based on the estimated tax liability computed after taking credit for allowances and exemptions in
accordance with the Income Tax Act, 1961. Current income tax assets and liabilities are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively
enacted, at the reporting date.
bDeferred Income Tax
Deferred tax is determined by applying the Balance Sheet approach. Deferred tax assets and liabilities are recognised for all deductible
temporary differences between the financial statements’ carrying amount of existing assets and liabilities and their respective tax base.
Deferred tax assets and liabilities are measured using the enacted tax rates or tax rates that are substantively enacted at the Balance
Sheet date. The effect on deferred tax assets and liabilities of a change in tax rates is recognised in the period that includes the enactment
date. Deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available against which the
temporary differences can be utilised. Such assets are reviewed at each Balance Sheet date to reassess realisation.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset. Current tax assets and tax liabilities are offset
where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the
liability simultaneously.
xviImpairment of Non-Financial Assets
As at each Balance Sheet date, the Company assesses whether there is an indication that a non-financial asset may be impaired and also
whether there is an indication of reversal of impairment loss recognised in the previous periods. If any indication exists, or when annual
impairment testing for an asset is required, the Company determines the recoverable amount and impairment loss is recognised when the
carrying amount of an asset exceeds its recoverable amount.
Recoverable amount is determined:
- In case of an individual asset, at the higher of the assets' fair value less cost to sell and value in use; and
- In case of cash generating unit (a group of assets that generates identified, independent cash flows), at the higher of cash generating
unit's fair value less cost to sell and value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects
current market assessments of the time value of money and risk specified to the asset. In determining fair value less cost to sell, recent
market transaction are taken into account. If no such transaction can be identified, an appropriate valuation model is used.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the Statement of Profit and Loss, except
for properties previously revalued with the revaluation taken to OCI. For such properties, the impairment is recognised in OCI up to the
amount of any previous revaluation.
When the Company considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the
amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment
was recognised, then the previously recognised impairment loss is reversed through the Statement of Profit and Loss.
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CIN No. : L51900MH1985PLC034965
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025
xvTrade receivables
A receivable is classified as a ‘trade receivable’ if it is in respect of the amount due on account of goods sold or services rendered in the
normal course of business. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the
EIR method, less provision for impairment.
xviTrade payables
A payable is classified as a ‘trade payable’ if it is in respect of the amount due on account of goods purchased or services received in the
normal course of business. These amounts represent liabilities for goods and services provided to the Company prior to the end of the
financial year which are unpaid. These amounts are unsecured and are usually settled as per the payment terms stated in the contract.
Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They
are recognised initially at their fair value and subsequently measured at amortised cost using the EIR method.
xviiEarnings Per Share
Basic earnings per share is computed by dividing the net profit or loss for the period attributable to the equity shareholders of the Company
by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares
outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of
potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources.
Diluted earnings per share is computed by dividing the net profit or loss for the period attributable to the equity shareholders of the
Company and weighted average number of equity shares considered for deriving basic earnings per equity share and also the weighted
average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential
equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market
value of the outstanding equity shares).
xiiiProvisions, Contingent Liabilities and Contingent Assets
A provision is recognised when the Company has a present obligation (legal or constructive) as a result of past events and it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which a reliable estimate
can be made of the amount of obligation. Provisions (excluding gratuity and compensated absences) are determined based on
management's estimate required to settle the obligation at the Balance Sheet date. In case the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the
provision due to the passage of time is recognised as a finance cost. These are reviewed at each Balance Sheet date and adjusted to
reflect the current management estimates.
Contingent liabilities are disclosed in respect of possible obligations that arise from past events, whose existence would be confirmed by
the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. A contingent liability
also arises, in rare cases, where a liability cannot be recognised because it cannot be measured reliably.
Contingent assets are disclosed in the financial statements.
xixOperating Segment
Operating segments are reported in a manner consistent with the internal reporting provided to Chief Operating Decision Maker
(CODM).The Company has identified its Managing Director as CODM which assesses the operational performance and position of the
Company and makes strategic decisions.
xxApplication of new and amended standards:
The company has adopted, with effect from April 1, 2024, the following new and revised standards and interpretations. Their adoption has
not had any significant impact on the amounts reported in the financial statements.
(i) MCA has issued amendments to IND AS 116 concerning sale and leaseback contracts. The amendment specifies the requirements for a
seller-lessee in measuring the lease liability arising from a sale and leaseback transaction. It ensures that the seller-lessee does not
recognize any amount of the gain or loss related to the right of use it retains.
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(A) Equity share capital
ParticularsNumber(Rs. in Lakhs)
Equity shares of Rs. 10 each issued, subscribed and paid
As at 31 March 202317,15,000 171.50
Issue of equity shares- -
As at 31 March 202417,15,000 171.50
Issue of equity shares14,03,182 -
As at 31 March 202531,18,182 171.50
For the Year Ended 31 March 2025 (Rs. in Lakhs)
Balance at the beginning of the Current year Changes in
Equity Share
Capital due to
prior period
errors
Retained balance
at the beginning
Changes in
Equity share
capital during
the curent year
Balance at the end
of the current year
171.50 - 171.50 140.32 311.82
For the Year Ended 31 March 2024
Balance at the beginning of the Previous year Changes in
Equity Share
Capital due to
prior period
errors
Retained balance
at the beginning
of the previous
reporting year
Changes in
Equity share
capital during
the previous
year
Balance at the end
of the previous
year
171.50 - 171.50 - 171.50
B) Other equity(Rs. in Lakhs)
Reserves and surplus
Other
comprehensive
income
Securities
premium
reserve
Retained
earnings
Gain / (loss) on
fair value of
defined benefit
plans
As at 31 March 2023261.91 (13.45) - 248.46
Total comprehensive income for the year- 4.14 - 4.14
Dividend Paid (Rs.1 per share)-
As at 31 March 2024261.91 (9.31) - 252.59
Total comprehensive income for the year- 48.93 - 48.93
Equity Share issued at Premium 290.03 - 290.03
Dividend Paid (Rs.1 per share)- - - - As at 31 March 2025
551.94 39.62 - 591.56
Description of nature and purpose of reserve
Securities Premium Reserve
Retained Earnings
This is the Statement of Changes in Equity referred to in our audit report of even date
For S G C O & Co. LLPFor and on behalf of the Board
Chartered AccountantsVishvprabha ventures Limited
Firm Registration No. 111075W
Suresh MurarkaMitesh Thakkar Paresh DesaiAjay Kumar SinghRudrabahadur Bhujel
Partner Managing Director Whole time
Director
Chief Financial
Offier
Company Secretary
Mem. No. 44739DIN : 06480213DIN : 08602174
Place: Mumbai Place : Thane
Date : May 30, 2025 Date : May 30, 2025
Particulars
Vishvprabha Ventures Limited
Standalone Statement of Changes in Equity for the year ended 31st March 2025
Retained Earnings represents surplus/accumulated earnings of the Company and are available for distribution to shareholders.
Total equity
attributable to
equity holders
Securities Premium Reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.
CIN No. : L51900MH1985PLC034965
SD/-SD/-SD/-SD/-SD/-
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Note 3 : Property, Plant and Equipment
A) Tangible assets(Rs. in Lakhs)
Particulars Plant & Machinery Office Equipments Furniture & Fixtures Computers Vehicles Total
Gross carrying value (at deemed cost)
Balance as at 31st March 2023 74.92 2.80 5.59 0.73 9.87 93.91
Additions 20.30 - 0.65 - 20.95
Disposals - - - - - -
Balance as at 31 March 2024 95.22 2.80 5.59 1.39 9.87 114.86
Additions - - - - -
Disposals
Balance as at 31 March 2025 95.22 2.80 5.59 1.39 9.87 114.86
Accumulated depreciation
Balance as at 31st March 2023 16.38 1.75 3.74 0.73 2.85 25.45
Depreciation charge 11.56 0.27 0.77 0.24 2.68 15.52
Deletions / Adjustments - - - - -
Balance as at 31 March 2024 27.95 2.02 4.51 0.97 5.53 40.97
Depreciation charge 19.62 0.32 0.45 0.41 2.61 23.41
Deletions / Adjustments
Balance as at 31 March 2025 47.56 2.34 4.96 1.38 8.14 64.38
Net carrying value
Balance as at 31 March 202468.62 0.78 1.08 0.42 4.34 75.24
Balance as at 31 March 202547.66 0.46 0.63 0.01 1.73 50.49
Notes to standalone financial statements for the year ended 31 March 2025
Vishvprabha ventures Limited
CIN No. : L51900MH1985PLC034965
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Note 12 : Equity Share capital(Rs. in Lakhs)
Particulars As at 31st March, 2025 As at 31st March, 2024
Authorised
50,00,000 (PY 50,00,000) Equity shares of Rs.10/- each500.00 500.00
500.00 500.00
Issued, Subscribed and Fully Paid Up
31,18,182 (PY 17,15,000) Equity shares of Rs. 10/- each fully paid up311.82 171.50
311.82 171.50
a) Reconciliation of shares outstanding at the beginning and at the end of the reporting period
Equity shares of Rs. 10/- each fully paid up
No. of Shares(Rs. in Lakhs)No. of Shares(Rs. in Lakhs)
At the beginning of the year17,15,000 171.50 17,15,000 171.50
14,03,182 140.32 - -
31,18,182 311.82 17,15,000 171.50
b.Terms/rights attached to equity shares:
c. Shareholding of more than 5%:
% heldNo. of shares% heldNo. of shares
Mitesh J. Thakkar58.97%18,38,729 56.41%9,67,494
Gulshan Investment Company Limited4.76%1,48,516 10.17%1,74,500
d. Shares held by promoters at the end of the year
% of Total Shares No. of Shares % of Total Shares No. of Shares
Mitesh J. Thakkar58.97%18,38,729 56.41%9,67,494 90.05
Pramod G. Ranka HUF2.34%73,050 4.26%73,050 -
61.31% 19,11,779 60.67% 10,40,544 90.05
Note 13 : Other equity
Particulars As at 31st March, 2025 As at 31st March, 2024
Securities premium reserve551.94 261.91
Retained earnings39.62 (9.31)
591.57 252.59
Description of nature and purpose of reserve
Securities Premium Reserve
Retained Earnings
Securities Premium Reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.
Retained Earnings represents surplus/accumulated earnings of the Company and are available for distribution to shareholders.
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025
i) The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity share is entitled to one vote per share.
iii) In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential
amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
iv) The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
As at 31st March, 2024 As at 31st March, 2025Particulars
Equity Shares
Outstanding at the end of the year
Issued during the year *
ii) The Company declare and pays dividend in Indian Rupees. Each equity shareholder has the same right of dividend.
% Change during
the year* Promoter's Name
CIN No. : L51900MH1985PLC034965
As at 31.03.2025 As at 31.03.2024
As at
31st March, 2025
As at
31st March, 2024Name of the Shareholder
* During the period the Company has issued share by way of Right share on September 09, 2024. The number of share was issued is 14,03,182 at the price of Rs 32 per
share.
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----------------Page (124) Break----------------
(Rs. in Lakhs)Note 4 : Investments
Particulars As at 31st March, 2025 As at 31st March, 2024
I. Investments valued at deemed costInvestment in equity shares
i) In subsidiariesVishvprabha Foods Private Limited455.00 455.00
5,00,000 ( PY 5,00,000) Equity Shares of Rs.10 each fully paid up *
Vishvprabha & VS Buildcon Private Limited2.55 2.55
457.55 457.55
Note 5 : Inventories(valued at lower of cost or net realisable value)
Particulars As at 31st March, 2025 As at 31st March, 2024
Finished goodsStores and Spares4.54 4.54
Raw material for Construction project68.65 77.90 Work-In-Progress (include contract work-in-progress)345.38 109.94
Total Inventories418.58 192.38
Note 6 : Trade receivables
Particulars As at 31st March, 2025 As at 31st March, 2024
Unsecured, Considered Good300.39 365.08 Provision for expected credit loss(2.20) (2.20)
Total of Unsecured and considered Good298.19 362.88
Unbilled Revenue950.25 353.44
Total trade receivables1,248.44 716.31
i) Trade Receivables as at 31.03.2025
UnbilledLess than 6 months6 months- 1 year 1-2 years 2-3 years More than 3 years
a) Undisputed trade receivables
- considered good*950.25 177.99 - 6.87113.32- 1,248.44 - which have significant increase
in credit risk- - - - - - - - credit impaired- - - - - - -
b) Disputed trade receivables- - considered good- - - - - - -
- which have significant increase in credit risk- - - - - - -
- credit impaired- - - - - - - 950.25 177.99 - 6.87 113.32 - 1,248.44
ii) Trade Receivables as at 31.03.2024
UnbilledLess than 6 months6 months- 1 year 1-2 years 2-3 years More than 3 years
a) Undisputed trade receivables
- considered good353.44 281.00 38.73 25.3417.790.00716.31 - which have significant increase
in credit risk- - - - - - - - credit impaired- - - - - - -
b) Disputed trade receivables- considered good- - - - - - -
- which have significant increase in credit risk- - - - - - -
- credit impaired- - - - - - - 353.44 281.00 38.73 - - - 716.31
25,500 ( PY 25,500) Equity Shares of Rs.10 each fully paid up
ParticularsOutstanding for following periods from due date of payments Total
Particulars Outstanding for following periods from due date of payments
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025
* During the previous year conversion of unsecured loan to the extent of Rs. 450.00/- lakhs by converting at Rs 100/- each ( at premium of Rs 90 per share) into 4,50,000 fully paid up Equity Share of the Company of face value of Rs.10 (Rupees Ten only) each is taken place, ranking pari-passu in all respects, including as to dividend, with the
existing Equity Shares of the Company on July 25 , 2023 ( Date of allotement).
Total
CIN No. : L51900MH1985PLC034965
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(Rs. in Lakhs)
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025CIN No. : L51900MH1985PLC034965
Note 7 : Cash and cash equivalents
Particulars As at 31st March, 2025 As at 31st March, 2024
Balances with banks:- In current accounts0.00 0.02
Cash in hand5.72 3.40
Total cash and cash equivalents5.72 3.42
Note 8 : Bank Balance other than cash and cash equivalents
Particulars As at 31st March, 2025 As at 31st March, 2024
Earmarked unpaid dividend account0.30 0.30
Total cash and cash equivalents0.30 0.30
Note 9 : Loans(Unsecured, Considered Good)
Particulars As at 31st March, 2025 As at 31st March, 2024
Loan to SubsidiaryVishvprabha Foods Private Limited184.34 225.55
Vishvprabha & VS Buildcon Private Limited0.70 0.60
185.04 226.15
Note 10 : Other financial assets
Particulars As at 31st March, 2025 As at 31st March, 2024
Security Deposits 18.04 18.04
18.04 18.04
Note 11 : Other Current Asset(Unsecured Considered Good)
Particulars As at 31st March, 2025 As at 31st March, 2024
Balance with Statutory / Government Authorities126.47 19.93 Advance to suppliers for supply of Goods & Services107.68 106.08
Prepaid Expenses2.03 6.06 Other receivable4.28 1.27
240.47 133.34
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(Rs. in Lakhs)
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025CIN No. : L51900MH1985PLC034965
Note 14 : Borrowings
Particulars As at 31st March, 2025 As at 31st March, 2024
Non-Current(Secured)
Hire purchase loans 4.83 6.52 Less: Current maturities of long term debt(1.87) (0.72)
2.95 5.80 Current
(Secured)Working Capital Loan from Bank559.01 557.78
Current maturities of long term debt1.87 0.72
(Unsecured)From Director & Relatives269.88 485.56
830.76 1,044.06
Name of BankQuarterParticulars of SecurityAmount as per BooksAmount reported in Quarterly returnAmount of difference
Inventory
163.81 157.81
(6.00) Trade Receivable844.36 1196.19 351.83
AdvancefromTradereceivable(114.09) (109.00)5.09
Trade Payable(271.39)(225.00)46.39 Advanceto
Suppliers16.80 0.00 (16.80) Inventory
101.63 274.00 172.37 Trade Receivable1006.88 1080.00 73.12
AdvancefromTradereceivable(2.20) (33.00)(30.80)
Trade Payable(293.26)(288.00)5.26 Advanceto
Suppliers29.15 0.00 (29.15) Inventory 164.34 228.00
63.66 Trade Receivable 1,177.25 1,105.00 (72.25)
AdvancefromTradereceivable (2.20) (42.00)(39.80)
Trade Payable (380.14) (383.00)(2.86) Advanceto
Suppliers 26.79 - (26.79) Inventory 418.58 443.00
24.42 Trade Receivable 1,248.44 1,132.00 (116.44)
AdvancefromTradereceivable (121.35) (77.00)44.35
Trade Payable (800.82) (540.00)260.82 Advanceto
Suppliers 108.42 - (108.42)
Note: Reason for difference in value reported to bank and that mentioned in books is as follows:
The following is the summary of the differences between Current Assets declared with the Bank and as per Audited financial statements for FY 2024-25
Qtr 3
Qtr 4
Hire purchase loans amounting to Rs 4.83 lakhs ( PY 6.52 Lakhs ) are secured by hypothetication of respective vehicle financed. The loan carries interest @ 15.25% p.a. The loan is repayble in 60 monthly instalments starting from September 10, 2022 to August 10, 2027.
Cash Credit from BOM amounting to Rs. 559.01 Lakhs (PY Rs. 557.78 Lakhs) carries interest rate @ 14.80% p.a. is secured by 1st Hypothecation charge on Stocks, Receivable & all current assets and collaterally secured by Equitable Mortgage of Commercial Property of Directors and others. It is further secured by Personal Guarantee of
Directors of the Company and other individual.
Facility from Bank of Maharashtra ( BOM )
Bank of Maharashtra
Bank of Maharashtra
Bank of Maharashtra
Bank of Maharashtra
Qtr 1
Qtr 2
The reason for differences in inventories is because the company has recongnised the unbilled revenue in trade receivable as well as inventory, secondly the inventory is shown in stock statement at full value whereas in the financial statement it is shown at realisable value.
The reason for difference in Advance to suppliers is because the same was not furnished in the stock statement.
The reason for difference in Trade payable is due to invoice received after the submission of stock statement in in Q-1 and Q-4 and for Q-2 & Q-3 excess provision was made for expenses.
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(Rs. in Lakhs)
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025CIN No. : L51900MH1985PLC034965
Name of BankQuarterParticulars of SecurityAmount as per BooksAmount reported in Quarterly returnAmount of difference
Inventory 103.91 921.00 817.09
Trade Receivable 722.28 730.00 7.72
Advance from Tradereceivable (141.77) (330.00)(188.23)
Trade Payable (92.66) (97.00)(4.34)
Advance toSuppliers 33.10 - (33.10)
Inventory 192.38 1,020.00 827.62
Trade Receivable 727.06 665.00 (62.06)
Advance from Tradereceivable (175.37) (180.00)(4.63)
Trade Payable (134.90) (175.00)0.37
Advance toSuppliers 16.84 - (16.84)
Note 2: Reason for difference in value reported to bank and that mentioned in books is as follows:
The reason for difference in Advance to suppliers is because the same was not furnished in the stock statement.
The following is the summary of the differences between Current Assets declared with the Bank and as per Audited financial statements for FY 2023-24
Bank of Maharashtra Qtr 3
Bank of Maharashtra Qtr 4
Note 1 : The Stock statement were submited to the bank from November 2024 onwards , so requisite details for the quarter 1 and Quarter 2 is
The reason for differences in inventories is because the company has recongnised the unbilled revenue in trade receivable as well as inventory by an amount of Rs 353.44 lakhs, secondly the inventory is shown in stock statement at full value whereas in the financial statement it is shown at realisable value.
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(Rs. in Lakhs)
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025CIN No. : L51900MH1985PLC034965
Note : 15 Deferred tax liabilities (Net)
Particulars As at 31st March, 2025 As at 31st March, 2024
Deferred Tax Liability2.68 13.20
2.68 13.20
Provision for Expected Credit loss (0.55) (0.55)Net (Deferred Tax Asset) / Deferred Tax Liability2.13 12.65
Note 16 : Trade payables
Particulars As at 31st March, 2025 As at 31st March, 2024
- Total outstanding dues of Micro Enterprises and Small Enterprises.6.61 3.60 - Total outstanding dues of creditors other than Micro Enterprises and Small Enterprises720.71 131.64
Total trade payables727.32 135.24
The disclosure pursuant to the said Act is as under: As at
31st March, 2025 As at 31st March, 2024
The principal amount remaining unpaid to any supplier as at the end of accounting year; 6.61 3.60 The interest due and remaining unpaid to any supplier as at the end of accounting year; - -
- -
- -
The amount of interest accrued and remaining unpaid at the end of accounting year; and - -
- -
Trade Payables as at 31.03.2025(Rs. In Lakhs)
Less than 1 year1-2 years2-3 yearsMore than 3 yearsTotal
a) Undisputed trade payables(i) MSME3.02 3.60 - - - 6.61
(ii) Others- 652.59 68.13 720.71 b) Disputed trade payables
(i) MSME- - - - - (ii) Others- - - - -
Total 3.02 656.18 68.13 - - 727.32
Trade Payables as at 31.03.2024
Less than 1 year1-2 years 2-3 years More than 3 yearsTotal
a) Undisputed trade payables(i) MSME3.60 - - - 3.60
(ii) Others121.32 6.96 2.65 0.70 131.64 b) Disputed trade payables
(i) MSME- - - - - (ii) Others- - - - -
Total - 124.92 6.96 2.65 0.70 135.24
Particulars
Particulars
Outstanding for the following periods from due date of paymentsNot Due
Outstanding for the following periods from due date of paymentsNot Due
Interest paid or payable by the Company on the aforesaid principal amount has been waived by the concerned suppliers.
Particulars
The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under section 23.
Note:This information, as required to be disclosed under the MSMED Act, has been determined to the extent such parties have been identified on the basis of informationavailable with the Company.
The amount of interest paid by the buyer under MSMED Act, 2006 along with the amounts of the payment made to the supplier beyond the due date during each accounting year;
The amount of interest due and payable for the period (where the principal has been paid but interest under the MSMED Act, 2006 not paid);
The Company has amounts due to micro and small suppliers registered under the Micro, Small and Medium Enterprises Development Act 2006 (MSMED Act), as at 31March 2024.
Excess of net block of Fixed Assets for as per books over net block of fixed assets as per Incme tax Act , 1961
Less Deferred Tax Asset
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(Rs. in Lakhs)
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025CIN No. : L51900MH1985PLC034965
Note 17 : Other financial liabilities
Particulars As at 31st March, 2025 As at 31st March, 2024
CurrentSalaries payable8.10 7.17
Unclaim dividendFY - 2018-190.14 0.14
FY - 2019-200.10 0.10 FY - 2020-210.05 0.05
Total other financial liabilities8.39 7.46
Note 18 : Provisions
Particulars As at 31st March, 2025 As at 31st March, 2024
Provision for tax21.91 1.48 Total Provisions21.91 1.48
Note 19 : Other Current Liabilities
Particulars As at 31st March, 2025 As at 31st March, 2024
Contract Liabilities121.35 186.60 Statutory Dues Payable6.45 5.34
Total Other Current Liabilities127.80 191.95
Note 20 : Revenue from operation
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Revenue from operations
Sale of Services11.22 193.19 Sale of Goods49.17 -
Revenue from construction Activity (on Percentage of Completion Basis)596.81 353.44 Other operating Revenue104.74 -
Total Revenue from Operations761.95 546.63
Refer Note 35 for additional Disclosure
Note 21 : Other income
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Interest on Income Tax Refunds0.19 0.13 Sundry balance written back0.04 0.53
Miscellaneous Income- 0.11 Total other income0.22 0.78
Note 22 : Cost of Contruction and Development
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Opening stock77.90 32.41 Purchases357.08 260.27
Direct Expenses369.05 284.84 Less: Closing stocks68.65 77.90
Total Cost of Construction and Development 735.38 499.63
* Purchases are stated net of discounts and rate difference.
Note 23 : Change in Construction work in Progress
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Work-in-ProgressOpening stock 109.94 10.85
Less : Purchase Return- - Less: Closing stocks 345.38 109.94
Total Changes in Construction work in progress(235.44) (99.09)
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(Rs. in Lakhs)
Vishvprabha Ventures Limited
Notes to standalone financial statements for the year ended 31 March 2025CIN No. : L51900MH1985PLC034965
Note 24 : Purchase of Stock in trade
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Purchase of stock in trade 48.37 - Total Purchase of Stock in Trade 48.37 -
Note 25 : Employee benefits expense
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Salary, wages and other allowances15.09 9.11 Contribution to provident fund and other funds0.06 0.06
Staff welfare expenses0.23 0.06 Total employee benefits expense15.38 9.23
Note 26 : Finance costs
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Interest expense to:Interest on Vehicle Loan0.92 1.14
Interest on Working Capital Loan from Bank73.61 56.65 Other borrowing costs20.48 9.50
Total finance costs95.01 67.28
Note 27 : Depreciation and amortisation expense
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Depreciation on tangible assets23.41 15.52 Total depreciation and amortisation expense23.41 15.52
Note 28 : Other expenses
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
Repairs and mantainence - Others0.74 0.34
Rent Including Lease Rentals1.98 5.38 Insurance1.25 0.95
Legal & Professional Fees2.04 11.36 Payment to Auditors4.18 4.60
Listing Fees & Other Fees, Fine & Penalties4.45 3.31 Provision for Expected Credit loss- 2.20
Miscellaneous Expenses6.60 8.44 Total other expenses21.24 36.57
* Payment to Auditor includes
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
3.75 4.00 Others 0.43 0.60
4.18 4.60
Note 29 : Earnings per equity share
Basic and diluted EPS
Particulars Year Ended31st March, 2025 Year Ended31st March, 2024
( ₹)48.93 4.14 (Nos.)24,99,244 17,15,000
(Nos.)- - (Nos.)24,99,244 17,15,000
Basic EPS( ₹)1.96 0.24 Diluted EPS( ₹)1.96 0.24
Weighted average number of equity shares for calculating Basic EPS
Total Weighted Average number of Equity Shares used for calculating Diluted EPS
Net Profit after Tax as per Statement of Profit and Loss attributable to Equity Shareholders
Weighted Average Potential Equity Shares
The amount considered in ascertaining the Company’s earnings per share constitutes the net loss after tax. The number of shares used in computing basic earnings per
Audit fees
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38Financial risk management objectives and policies
Risk management framework
i. Market risk
iii. Credit risk
(a) Trade and other receivables from customers
Ageing of Accounts receivables :Rs. in Lakhs
As at
March 31, 2025
As at
March 31, 2024
Not Due- Unbilled Revenue 950.25 353.44
0 - 6 months 177.99 281.00
6 - 12 months 0.81 39.54
Beyond 12 months 121.59 44.53
Less Allowance for doubtful debts - -
Less Allowance for expected credit loss (2.20) (2.20)
1,248.45 716.31
Notes to Standalone Financial Statements for the year ended 31st March, 2025
Market Risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market
risk comprises three types of risk: currency risk, interest rate risk and other price risk.
ii. Currency risk
The Company is not much exposed to currency risk.
The Company measures the expected credit loss of trade and other receivables based on historical trend, industry practices and the business
environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. Based on the historical data,
loss on collection of receivable is not material hence no additional provision considered.
i) Actual or expected significant adverse changes in business
ii) Actual or expected significant changes in the operating results of the counterparty
iii) Financial or economic conditions that are expected to cause a significant change to the counterparties ability to meet its obligation
iv) Significant increase in credit risk on other financial instruments of the same counterparty
v) Significant changes in the value of the collateral supporting the obligation or in the quality of third party guarantees or credit enhancements
Financial assets are written off when there is a no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan
with the Company. When loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to
recover the receivable due, When recoverable are made, these are recognised as income in the statement of profit and loss.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Company’s trade and other receivables, cash and cash equivalents and other bank balances. To
manage this, the Company periodically assesses financial reliability of customers, taking into account the financial condition, current economic
trends and analysis of historical bad debts and ageing of accounts receivable. The maximum exposure to credit risk in case of all the financial
instruments covered below is restricted to their respective carrying amount.
Credit risk in respect of trade and other receivables is managed through credit approvals, establishing credit limits and monitoring the
creditworthiness of customers to which the Company grants credit terms in the normal course of business.
The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business
environment in which the entity operates. The Company uses a provision matrix to compute the expected credit loss allowance for trade
receivables. The provision matrix takes into account available external and internal credit risk factors such as credit ratings from credit rating
agencies, financial condition, ageing of accounts receivable and the Company's historical experience for customers.
Vishvprabha Ventures Limited
CIN No. : L51900MH1985PLC034965
Particulars
Total
A wide range of risks may affect the Company’s business and operational / financial performance. The risks that could have significant influence
on the Company are market risk, credit risk and liquidity risk. The Company’s Board of Directors reviews and sets out policies for managing
these risks and monitors suitable actions taken by management to minimise potential adverse effects of such risks on the company’s operational
and financial performance.
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Notes to Standalone Financial Statements for the year ended 31st March, 2025
Vishvprabha Ventures Limited
CIN No. : L51900MH1985PLC034965
Financial Assets are considered to be of good quality and there is no significant increase in credit risk
The movement of the allowance for lifetime expected credit loss is stated below:
Rs. in Lakhs
As at
March 31, 2025
As at
March 31, 2024
Opening provision 2.20 -
Add : Additional provision made - 2.20
Closing provisions 2.20 2.20
(b) Cash and cash equivalents and Other
iv. Interest rate risk
Rs. in Lakhs
As at
March 31, 2025
As at
March 31, 2024
Fixed-rate instruments:
Financial liabilities (Borrowings) 4.83 6.52
4.83 6.52
Variable-rate instruments:
Financial liabilities (Borrowings) 559.01 557.78
559.01 557.78
563.84 564.29
v. Interest rate sensitivity
Rs. in Lakhs
As at
31st March, 2024
As at
31st March, 2023
Increase in basis points50 basis points50 basis points
Effect on profit/(loss) before tax, increase by 2.80 2.79
Decrease in basis points50 basis points50 basis points
Effect on profit/(loss) before tax, decrease by (2.80) (2.79)
The Company held cash and cash equivalents and other bank balances of Rs.6.02 Lakhs at 31st March 2024 (PY Rs.3.72 lakhs). The cash and
cash equivalents are held with bank with good credit ratings and financial institution counterparties with good market standing.
Particulars
Particular
The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment,
showing a significantly higher volatility than in prior years.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest
rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s total debt obligations with
floating interest rates.
The interest rate profile of the Company’s interest-bearing financial instruments as reported to the management of the Company is as follows:
Particular
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings
affected. With all other variables held constant, the Company’s profit/(loss) before tax is affected through the impact on floating rate borrowings,
as follows:
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Notes to Standalone Financial Statements for the year ended 31st March, 2025
Vishvprabha Ventures Limited
CIN No. : L51900MH1985PLC034965
vi. Liquidity risk
Maturity Analysis of Significant Financial LiabilitiesRs. in Lakhs
31st March 2025 Upto 1 year 1-5 years More than 5 years Total
Borrowings 830.76 2.95 - 833.71
Trade payables 727.32 - - 727.32
Other financial liabilities 8.39 - - 8.39
31st March 2024 Upto 1 year 1-5 years More than 5 years Total
Borrowings 1,044.06 5.80 - 1,049.86
Trade payables 135.24 - - 135.24
Other financial liabilities 7.46 - - 7.46
vii. Other price risk
The Company is not exposed to any other price risk.
40Capital management
ParticularsAs at 31 March 2025As at 31 March 2024
Total debts833.71 1,049.86
Total equity903.37 424.09
Total debts to equity ratio (Gearing ratio) 0.92 2.48
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the
equity holders of the Company. The Company strives to safeguard its ability to continue as a going concern so that they can maximise returns
for the shareholders and benefits for other stake holders. The aim to maintain an optimal capital structure and minimise cost of capital.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the
financial covenants. To maintain or adjust the capital structure, the Company may return capital to shareholders, issue new shares or adjust the
dividend payment to shareholders (if permitted). Consistent with others in the industry, the Company monitors its capital using the gearing ratio
which is total debt divided by total capital plus total debts.
Liquidity risk is managed by Company through effective fund management of the Company’s short, medium and long-term funding and liquidity
management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and other borrowing
facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled
by delivering cash or another financial asset.
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----------------Page (134) Break----------------
30Segment reporting as required under Indian Accounting Standard 108, “Operating Segments”
31
32
Mitesh ThakkarManaging Director
Paresh DesaiWhole time Director
Rakhi BarodIndependent Director
Rajalaxmi Vijay SawantIndependent Director
Utsav S BhavsarIndependent Director
Shweta PatelIndependent Director
Ankit BhosaleIndependent Director
Ashish DangeIndependent Director
Ajay Kumar SinghChief Financial Officer
Rudrabahadur BhujelCompany Secretary and Compliance Officer
Vishvprabha Foods Private LimitedWholly Subsidiary Company
Subsidiary Company
Rs. in Lakhs
Particulars Nature of Transaction Year ended March 31, 2025 Year ended March 31, 2024
216.67 605.13
497.36 482.05
- 1.36
0.30 0.07
- 0.02
0.90 0.02
- 0.07
- 0.02
- 0.25
3.22 2.74
165.45 642.70
- 450.00
206.65 630.36
0.10 0.51
17.00 20.50
23.27 14.23
Vishvprabha & Lichade Builcon Private Limited
(formerly known as Vishvprabha & VS Buildcon
Private Limited )
Ashish Dange
Rakhi Barod
Shweta Patel Director Sitting Fees
Loan Taken
B) Transactions carried out with related parties referred to above, in ordinary course of business and balances outstanding:
Paresh Desai Loan Taken
Rudrabahadur Bhujel Salary
Director Sitting Fees
Conversion of loan to Equity
Ankit Bhosale
Rajalaxmi Vijay Sawant
Utsav S Bhavsar
Director Sitting Fees
Director Sitting Fees
Director Sitting Fees
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) of the
Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the
Managing Director of the Company. The Company operates only in one Business Segment i.e. “Construction Contracts”, hence does not have any
reportable Segments as per Ind AS 108 “Operating Segments”.
Related party disclosures as required under Indian Accounting Standard 24, “Related party disclosures” are given below:
Mitesh Thakkar
Loan Received back
Director Sitting Fees
Loan Repaid
Loan Granted
Vasstudeal Developers Pvt LtdDeposit taken
Vishvprabha Foods Private Limited
Deposit Returned
Loan GrantedVishvprabha & VS Buildcon Private Limited
Vishvprabha Ventures Limited
CIN No. : L51900MH1985PLC034965
Liabilities in respect of gratuity is accounted for on cash basis which is not in conformity with Indian Accounting Standard (IndAS)19 on Employee Benefits
which requires that Gratuity Liabilities be accounted for on accrual basis.
A) Names of related parties and nature of relationship (to the extent of transactions entered into during the year except for control relationships where all
parties are disclosed)
Name of the Parties Nature of Relationship
Information about major customers - There are 2 customers from whom the revenues is generated by 10 % or more of Company's Total Revenue during
the year by an amounting to Rs 696.70 Lakhs ( PY 490.93 lakhs ).
Notes to Standalone Financial Statements for the year ended 31st March, 2025
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----------------Page (135) Break----------------
Vishvprabha Ventures Limited
CIN No. : L51900MH1985PLC034965
Notes to Standalone Financial Statements for the year ended 31st March, 2025
Balances at the year endRs. in Lakhs
Particulars Nature of Transaction As at March 31, 2025 As at March 31, 2024
Loan Taken 258.97 539.66
Other Payable 9.55 9.55
1.36 1.36
0.25 0.25
0.37 0.05
0.07 0.07
0.02 0.02
0.02 0.02
0.38 0.02
1.42 1.07
Jas Raj NagalPayable- 0.38
Vishvprabha Foods Private LimitedLoan Receivable184.34 225.55
Vishvprabha & VS Buildcon Private LimitedAdvance receivable0.70 0.60
- 6.27
33
a)
34Disclosure with regards to section 186 (4) of the Companies Act, 2013
i)For investment refer note no. 4
ii)Security / Guarantees : Nil
iii)For loans given :
Rs. in Lakhs
ParticularsRate of InterestAs at 31st March, 2025As at 31st March, 2024
Wholly Owned SubsidiaryNil184.34 225.55
Total 184.35 225.55
35
Ashish Dange
Rakhi Barod
Mitesh Thakkar
Director Sitting Fees payble
Director Sitting Fees payble
Utsav S Bhavsar Director Sitting Fees
Rudrabahadur Bhujel Salary payble
Deposit payble
Ankit Bhosale Director Sitting Fees payble
Shweta Patel
Details of loans to subsidiaries / step down subsidiaries - For Details refer the note no. 10 of standalone financial statements for the year ended 31
March 2025
Vasstudeal Developers Pvt Ltd
Purpose for which the loan is
proposed to be utilised by the
Project Expansion
Expenditure on Corporate Social Responsibility (CSR) activities : The Provisions for Corporate Social Responsibility as per Section 135 of Companies
act 2013 are not applicable to the company.
Loans and advances in the nature of loans given to subsidiaries and associates as required to be disclosed in the annual accounts of the
Company pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 :
Paresh Desai
Rajalaxmi Vijay Sawant Director Sitting Fees payble
Director Sitting Fees payble
Loan payble
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----------------Page (136) Break----------------
Vishvprabha Ventures Limited
CIN No. : L51900MH1985PLC034965
Notes to Standalone Financial Statements for the year ended 31st March, 2025
36 IND AS 115 - Revenue from Contracts with Customers
(a) Reconciliation of revenue as per contract price and as recognised in the Statement of profit and loss: Rs. in Lakhs
ParticularsAs at 31st March, 2025As at 31st March, 2024
Revenue from contracts with customers as per contract price and statement of profit and loss 761.95 546.63
b) Disaggregation of revenue from contracts with customers
(c) Reconciliation of contract assets and contract liabilities and its significant changes Rs. in Lakhs
As at
31st March, 2025
As at
31st March, 2024
Due from contract customers (contract assets)
At the beginning of the reporting period 716.31 160.95
Additional amount received during the year
Cumulative catch up adjustments to revenue affecting contract asset 532.12 555.36
At the end of the reporting period 1,248.44 716.31
Contract Balances
Trade Receivables 1,248.44 716.31
Less : Advance from customers - -
1,248.44 716.31
(d) Transaction price allocated to remaining performance obligation
Ind AS 115 Revenue from contracts with customer has been notified by Ministry of Corporate Affairs (MCA) on 28 March 2018 and is effective from
accounting period beginning on or after 1 April 2018, replace existing revenue recognition standard. The adoption of standard did not have any impact on
the standalone financials results of the Company.
The Company believes that the information provided under note 19- Revenue from operations and note 28- Segment reporting best depicts how the nature,
amount, timing and uncertainty of revenue and cash flows are affected by industry, market and other economic factors.
The Company has recognised revenue as the amount that the entity has a right to invoice, thus there are no unsatisfied performance obligation.
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----------------Page (137) Break----------------
37
If one or more of the significant inputs is not based on observable market data, the respective assets and liabilities are considered under Level 3.
The carrying value and fair value of financial instruments by categories as at 31st March 2024 were as follows:Rs. in Lakhs
Level 1Level 2Level 3TotalLevel 1Level 2Level 3TotalFinancial Assets:
Investments in subsidiaries at
carrying value4 457.55 - 457.55 - - - - - - - - 457.55 457.55
Trade receivables61,248.44 1,248.44 - - - - - - - - 1,248.44 1,248.44
Cash and cash equivalents75.72 5.72 - - - - - - - - 5.72 5.72
Other bank balances80.30 0.30 - - - - - - - - 0.30 0.30
Loans9185.04 185.04 - - - - - - - - 185.04 185.04
Others financial assets1018.04 18.04 - - - - - - - - 18.04 18.04
Total Financial Assets457.55 1,457.54 1,915.09 - - - - - - - - 1,915.09 1,915.09
Financial Liabilities:
Borrowings142.95 830.76 833.71 - - - - - - - - 833.71 833.71
Trade payables15- 727.32 727.32 - - - - - - - - 727.32 727.32
Other financial liabilities16- 8.39 8.39 - - - - - - - - 8.39 8.39
Total Financial Liabilities2.95 1,566.47 1,569.42 - - - - - - - - 1,569.42 1,569.42
The carrying value and fair value of financial instruments by categories as at 31st March 2023 were as follows:Rs. in Lakhs
Level 1Level 2Level 3TotalLevel 1Level 2Level 3TotalFinancial Assets:
Investments in subsidiaries at
carrying value4 457.55 - 457.55 - - - - - - - - 457.55 457.55
Trade receivables6716.31 716.31 - - - - - - - - 716.31 716.31
Cash and cash equivalents73.42 3.42 - - - - - - - 3.42 3.42
Other bank balances80.30 0.30 - - - - - - - - 0.30 0.30
Loans9226.15 226.15 - - - - - - - - 226.15 226.15
Others financial assets1018.04 18.04 - - - - - - - - 18.04 18.04
Total Financial Assets457.55 964.22 1,421.77 - - - - - - - - 1,421.77 1,421.77
Financial Liabilities:
Borrowings145.80 1,044.06 1,049.86 - - - - - - - - 1,049.86 1,049.86
Trade payables16- 135.24 135.24 - - - - - - - - 135.24 135.24
Other financial liabilities17- 7.46 7.46 - - - - - - - - 7.46 7.46
Total Financial Liabilities5.80 1,186.76 1,192.56 - - - - - - - - 1,192.56 1,192.56
B. Fair Value Hierarchy.
Vishvprabha Ventures Limited
Fair Value Measurement
CIN No. : L51900MH1985PLC034965
Notes to Standalone Financial Statements for the year ended 31st March, 2025
A. Accounting classification and fair values
The fair value of the financial assets are included at amounts at which the instruments could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair value:
(a) Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities, approximate their carrying amounts largely due to the short-term maturities of
these instruments
(b) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this
evaluation, allowances are taken to account for the expected losses of these receivables.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Current Total Routed through Profit & Loss Routed through OCI Carried at Amortised Total Amount
Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial
assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Assets and Liabilities that are disclosed at Amortised Cost for which Fair values are disclosed are classified as Level 3.
Financial Asset & Liabilities as at 31st March 2025Refer noteNon Current Current Total Routed through Profit & Loss Routed through OCI Carried at Amortised Total Amount
Financial Asset & Liabilities as at 31st March 2024Refer noteNon Current
Page 133
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41 ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III TO THE COMPANIES ACT, 2013
42Prior year comparatives
As per our attached report of even date
For S G C O & Co. LLPFor and on behalf of the Board
Chartered AccountantsVishvprabha Ventures Limited
FRN No.:112081W/W100184
Suresh MurarkaMitesh ThakkarParesh DesaiAjay Kumar SinghRudrabahadur Bhujel
PartnerManaging DirectorWhole time DirectorChief Financial Officer Company Secretary
Mem. No. 44739(DIN:06480213)(DIN:08602174)
Place : MumbaiPlace : Dombivali, Thane
Date : May 30, 2025Date : May 30, 2025
Previous year's figures have been regrouped or reclassified, to conform to the current year's presentation wherever considered necessary.
1. The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company
for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
2. The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government authority.
3. The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013
read with the Companies (Restriction on number of layers) Rules, 2017.
4. Utilisation of borrowed funds and share premium
I.The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the
understanding that the Intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate
Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
II.The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate
Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
8. The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the year.
9. The Company has not entered into any transaction with the struck off companies under section 248 companies Act , 2013.
Vishvprabha Ventures Limited
CIN No. : L51900MH1985PLC034965
5. There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as search or
survey), that has not been recorded in the books of account.
6. The Company has not traded or invested in crypto currency or virtual currency during the year.
7. The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies beyond the statutory
period.
Notes to Standalone Financial Statements for the year ended 31st March, 2025
SD/-SD/-SD/-SD/-SD/-
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Note 39 : The following are analytical ratios for the year ended March 31, 2025 and March 31, 2024Rs. in Lakhs
Sr.No.Particulars Basis of Ratio Numerator DenominatorRatioCurrent PeriodNumerator Denominator Ratio last Year Variance %Reasons for variance
1 Current Ratio Current Assets/Current
Liabiliites
240.47 1,716.18 0.14 133.34 1,380.19 0.10 45.04 Ration has improved due to increse in current
Assets durng the year
2 Debt – Equity Ratio Total Debt/Shareholder's
Equity
833.71 903.37 0.92 1,049.86 424.09 2.48 62.72 Ratio has Improved due to conversion of loan
into equity share capital in current year.
3 Debt Service Coverage Ratio Earnings available for debt
serivce1/ Debt Service2
167.35 312.57 0.54 86.94 -0.98 -88.57 100.60 The ratio improved due to conversion of loan
into equity share capital during the year
4 Return on Equity (ROE) Net profit after taxes / Average
Shareholder's Equity
48.93 663.73 0.07 4.14 422.03 0.01 652.29 The ratio improved due to conversion of loan
into equity share capital during the year
5 Inventory Turnover Ratio Cost of goods sold / Average
inventory
548.31 305.48 1.79 400.54120.44 3.33 -46.03 Ration has adversly impacted due to
proportion of increase in sales Iess than
6 Trade receivables turnover
ratio
Net Credit Sales / Average
Trade Receivables
761.95 982.38 0.78 546.63438.63 1.25 -37.76 Ration has adversly impacted due to slow
realisation from trade receivable
7 Trade payables turnover ratioNet Credit purchases / Average
Trade Payables
747.37 431.28 1.73 579.49 114.03 5.08 -65.90 Ration has adversly impacted due to slow
payment of from trade payable.
8 Net capital turnover ratio Net Sales / Working Capital4 761.95 400.41 1.90 546.63 -90.25 -6.06 -131.42 Ration has adversly impacted due to increase
in working capital during the year.
9 Net profit ratio Net Profit/Net Sales 48.93 761.95 0.06 4.14 546.63 0.01 748.82 Ratio has improved due to increase in sales
during the year as compared to last year.
10 Return on capital employed
(ROCE)
Earning before Interest and
taxes/Capital Employed5
143.94 1,737.09 0.08 71.42 1,473.95 0.05 71.02 Ratio has improved due to increase in sales
during the year as compared to last year.
11 Return on Investment(ROI) Profit for the year/Cost of
Investment7
NA NA NA NA NA NA NA NA
Vishvprabha ventures Limited
Notes to standalone financial statements for the year ended 31st March 2025
CIN No. : L51900MH1985PLC034965
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- CIN : L51900MH1985PLC034965
® GSTIN : 27AAACV9231B1ZK
REGD. OFFICE : USHAKAL CHS LTD, GROUND FLOOR, B-
003, PLOT NO- 91, MIDC, DOMBIVLI EAST, THANE,
VISHVPRABHA VENTURES LIMITED MAHARASHTRA - 421203
NOTICE OF 41* ANNUAL GENERAL MEETING
NOTICE is hereby given that the 41*t Annual General Meeting (AGM) of the members of Vishvprabha
Ventures Limited will be held on Friday, August 29, 2025 at 2:00 pm IST through Video
Conferencing (“VC”) / Other Audio Visual Means (“OAVM”)to transact the following business. The
venue of the meeting shall be deemed to bethe registered office of the Company at Ushakal CHS
LTD, Ground Floor, B-003, Plot No- 91, MIDC, Dombivli East, Thane, Maharashtra - 421203
- ORDINARY BUSINESS:
1. TO RECEIVE, CONSIDER AND ADOPT THE AUDITED STANDALONE FINANCIAL
STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 MARCH
2025, TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND THE
AUDITORS THEREON- ORDINARY RESOLUTION
“RESOLVED THAT the Audited Standalone Financial Statements of the Company for the
Financial Year ended March 31, 2025, together with the reports of the Board of Directors and
Auditors thereon be and are hereby considered and adopted.”
2. TORECEIVE, CONSIDER AND ADOPT THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31,
2024, TOGETHER WITH THE REPORT OF AUDITORS THEREON AND IN THIS
REGARD, TO PASS THE FOLLOWING RESOLUTIONS AS AN ORDINARY
RESOLUTION:
“RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the
Financial Year ended March 31, 2025, together with the reports of the Auditors thereon be and are
hereby considered and adopted.
3. TO CONSIDER AND IF THOUGHT FIT TO APPOINT M/S NIMESH MEHTA &
ASSOCIATES AS THE STATUTORY AUDITOR OF THE COMPANY FOR THE
FINANCIAL YEAR 2025-2026 -ORDINARY RESOLUTION.
“RESOLVED THAT pursuant to Sections 139, 142 of the Companies Act, 2013 (“Act”) and
other applicable provisions, if any, of the said Act and Companies (Audit and Auditors) Rules,
2014 made thereunder and other applicable rules, if any, under the said Act (including any
statutory modification(s) or re-enactment thereof for the time being in force) M/s. Nimesh Mehta
and Associates Chartered Accountants (Registration No. 117425W) due to casual vacancy of
statutory Auditor during the year the company be and is hereby appointed as the Statutory
Auditors of the Company commencing at the conclusion of 41 Annual General Meeting for the
Financial Year 2025-2026 at a remuneration to be fixed by the Audit Committee and/or Board of
Directors of the Company, in addition to the re-imbursement of applicable taxes and actual out
of pocket and travelling expenses incurred in connection with the audit and billed progressively
to fill the casual vacancy of statutory auditor arise after the resignation of SGC O & CO LLP”
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TO APPOINT A DIRECTOR IN PLACE OF MR. MITESH JAYANTILAL THAKKAR
(DIN: 06480213) WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS
HIMSELF FOR REAPPOINTMENT-ORDINARY RESOLUTION
“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mr. Mitesh Jayantilal Thakkar (DIN: 06480213) who retires by rotation at this meeting be and is
hereby re-appointed as a Director of the Company, liable to retire by rotation.”
SPECIAL BUSINESS
TO CONSIDER AND IF THOUGH FIT TO APPOINT MR. MANISH PRABHAKAR
PATIL HOLDING 09160437 AS DIRECTOR (NON-EXECUTIVE INDEPENDENT
DIRECTOR) OF THE COMPANY FROM ADDITIONAL DIRECTOR WHO WAS
APPOINTED IN THE COMPANY W.E.F MAY 30, 2025 FOR A TERM OF FIVE YEARS-
SPECIAL RESOLITION
In the Board meeting dated May 30, 2025 the Company appointed Mr. Manish Prabhakar Patil
holding 09160437 as Additional Director (Non Executive Independent Director) of the Company
as per section 161(1) who shall hold office up to the date of the next annual general meeting or the
last date on which the annual general meeting should have been held, whichever is earlier. The
Company seeks approval from Members for his appointment as Director (Non Executive
Independent Director).
“RESOLVED THAT Consent of Members, Mr. Manish Prabhakar Patil holding DIN 09160437
who was appointed as an Additional Director of the company in capacity of Independent Director
(Non Executive) for a term of 5 year with effect from May 30, 2025 by the Board of Directors of
the Company under Section 161(1) of the Companies Act, 2013 and other applicable provisions of
the Companies act, 2013 (including any statutory modification or re-enactment thereof)and
applicable provisions of Article of Association of the Company and who holds office up to the date
of this Annual General Meeting, be and is hereby appointed as an Independent Non Executive
director of the company, who will be not liable to retire by rotation, in the forthcoming annual
general meeting of the company.”
"FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, any of the
Directors or Key Managerial Personnel of the Company be and is hereby authorised, on behalf of
the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and
to sign and execute all necessary documents, applications and returns for the purpose of giving
effect to the aforesaid resolution along with filing of necessary E-form with the Registrar of
Companies.”
TO REAPPOINT MRS. RAKHI ASHOKKUMAR BAROD HOLDING 08776242 FOR
SECOND TERM AS NON EXECUTIVE INDEPENDENT DIRECTOR FOR FIVE YEARS
WITH EFFECT FROM JULY 1, 2025 TO JUNE 30, 2030.
TO CONSIDER AND IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION
AS AN SPECIAL RESOLUTION
In the Board meeting dated June 28, 2025 on recommendation of Nomination and remuneration
committee, the Company proposed to reappoint Mrs. Rakhi Ashokkumar Barod holding 08776242
for second term as Independent Director (Non-Executive Independent Director) of the Company
as per section 149 of Companies Act and Regulation 16 of SEBI LODR Regulations who shall hold
office up to the date of the next annual general meeting or the last date on which the annual general
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----------------Page (142) Break----------------
meeting should have been held, whichever is earlier. The Company seeks approval from Members
for his reappointment as Independent Director (Non Executive).
“RESOLVED THAT Consent of Members, Mrs. Rakhi Ashokkuma Barod holding 08776242
who was reappointed as an Independent Director (Non Executive) for a term of 5 year with effect
from July 01, 2025 by the Board of Directors of the Company under Section 149 of the Companies
Act, 2013 and other applicable provisions of the Companies act, 2013 (including any statutory
modification or re-enactment thereof)and applicable provisions of Article of Association of the
Company read with regulations 16 of SEBI LODR and who holds office up to the date of this
Annual General Meeting, be and is hereby reappointed as Independent director (Non Executive),
who will be not liable to retire by rotation, in the forthcoming annual general meeting of the
company.”
"FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, any of the
Directors or Key Managerial Personnel of the Company be and is hereby authorized, on behalf of
the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and
to sign and execute all necessary documents, applications and returns for the purpose of giving
effect to the aforesaid resolution along with filing of necessary E-form with the Registrar of
Companies.”
TO APPOINT M/S V K BHANUSHALI & CO. SECRETARIAL AUDITORS OF THE
COMPANY FOR THE TERM OF FIVE YEARS FROM FINANCTAL YEAR 2025-2026 TO
2029-2030.
TO CONSIDER AND IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION
AS AN SPECIAL RESOLUTION
In terms of Section 204 of the Companies Act, 2013 and the rules made thereunder, every listed
company shall annex with its Board’s report made in terms of sub-section (3) of section 134, a
secretarial audit report, given by a company secretary in practice, in such form as may be
prescribed.
The Board is informed that under the provisions of Companies Act, 2013 the company 1s required
to appoint Secretarial Auditor for the From April 1*t 2025 to March 31 2030 (FY 2025-26 to 2029-
30) and also that the consent of M/s V K BHANUSHALI & CO. Company Secretary in Practice
had been received for appointment as Secretarial Auditor. The Board passed the following
resolution in this regard:
“RESOLVED THAT pursuant to Section 204 and other applicable provisions, if any, of the
Companies Act, 2013, Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), other
applicable laws/statutory provisions, if any, as amended from time to time, V.K. Bhanushali & Co.
Practising Company Secretaries (Firm Registration Number $2023MH945600 be and are hereby
appointed as Secretarial Auditors of the Company for term of five consecutive years commencing
from April 1*' 2025 to March 31* 2030 (FY 2025-26 to 2029-30) at such fees, plus applicable taxes
and other out-of-pocket expenses as may be mutually agreed upon between the Board of Directors
of the Company and the Secretarial Auditors.”.
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----------------Page (143) Break----------------
® CIN :L51900MH1985PLC0O34965
GSTIN : 27AAACV9231B1i1ZK
REGD. OFFICE : USHAKAL CHS LTD, GROUND FLOOR, B-
VISHVPRABHA VENTURES LIMITED 003, PLOT NO- 91, MIDC, DOMBIVLI EAST, THANE,
MAHARASHTRA - 42 1203
EXPLANATORY STATEMENT [Pursuant to Sections 102(1) and 110 of the Companies Act, 2013
(‘Act’)]
The following statement sets out all the material facts relating to the Special Resolution Nos. 5 to 7
to be passed as mentioned in the accompanying Notice:
Item No. 5
Based on the recommendation of the Nomination, and Remuneration Committee, the Board of
Directors, at its Meeting held on 30th May, 2025, appointed Mr. Manish Prabhakar Patil (DIN:
09160437) as an Additional Director - Non-Executive Independent Director, not liable to retire by
rotation, for a term of five years commencing from 30" May, 2025, subject to approval of the
Members by Special Resolution. In terms of Regulation 17(1C) (a) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing
Regulations), the Company is required to obtain the approval of Members for appointment of a
director at the next General Meeting or within a period of three months from the date of
appointment, whichever is earlier
He is Graduated from Civil Engineering from Pune University and also Studied MBA in Finance
which will be used in Financial management. He possesses an experience of More than 2 decades
in construction field as he had worked in different roles like Quality Engineer, Project Manager
and Technical Head in various organization. Currently working as technical Head in RMC
The Company has received a notice from a Member under Section 160(1) of the Act proposing his
candidature for the office of Director of the Company. The Company has received from Mr. Manish
Patil (1) Consent to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014 (‘Rules’); (11) Intimation in Form DIR-
8 in terms of the Rules to the effect that he is not disqualified under the provisions of Section 164(2)
of the Act; (111) Declaration to the effect that he meets the criteria of independence as provided in
Section 149(6) of the Act read with Regulation 16(1)(b) of the SEBI Listing Regulations; (iv)
Confirmation in terms of Regulation 25(8) of the SEBI Listing Regulations that he is not aware of
any circumstance or situation which exists or may be reasonably anticipated that could impair or
impact his ability to discharge his duties and (v) Declaration pursuant to BSE Limited Circular No.
LIST/ COMP/14/2018-19 and National Stock Exchange of India Limited Circular No.
NSE/ML/2018/24 dated June 20, 2018, that he has not been debarred from holding office of a
Director by virtue of any order passed by Securities and Exchange Board of India or any other
such authority. Mr. Manish Patil has also confirmed that he is in compliance with Rules 6(1) and
6(2) of the Rules, with respect to the registration with the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affair
In the opinion of the Board, Mr. Manish Patil fulfills the conditions specified under the Act read
with Rules thereunder and the SEBI Listing Regulations for his appointment as Independent Non-
Executive Director of the Company and is independent of the Management. Having regard to the
qualifications, skill, experience, capabilities and knowledge, the Board considers that his
association would be of immense benefit to the Company and hence, it is desirable to appoint him
as an Independent Director
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Item No. 6
Rakhi Ashokkumar Barod (08776242) was appointed as an Independent Director by the Members
of the Company whose term was expired on June 30, 2025 after completion of 5 years. Pursuant
to the performance evaluation of Mrs. Rakhi A Barod, substantial contributions made by him during
his tenure and considering that his continued association would be beneficial to the Company, based
on the recommendation of the Nomination, HR and Remuneration Committee (‘NRC’), the Board
at its meeting held on 28" June, 2025, proposed to reappoint Mrs. Rakhi A. Barod as an Non-
Executive Independent Director of the Company, not liable to retire by rotation, for a second term
effective from 01* July, 2025 up to 30" June, 2030, subject to the approval of the Members. The
Company has, in terms of Section 160(1) of the Act, recetved in writing a notice from a Member,
proposing his candidature for the office of Director. In terms of Regulation 17(1C)(a) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI Listing Regulations), the Company is required to obtain the approval of
Members for reappointment of a director at the next General Meeting or within a period of three
months from the date of reappointment, whichever is earlier for a second term
She is an Advocate by Profession and had done Masters in Law and practicing Lawyer engaged in
Criminal and Civil Law and having an experience of Adjudication and other matters
The Company has received from Mrs. Rakhi A Barod (1) Consent to act as Director in Form DIR-
2 pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014
(‘Rules’); (11) Intimation in Form DIR-8 1n terms of the Rules to the effect that he is not disqualified
under the provisions of Section 164(2) of the Act; (111) Declaration to the effect that he meets the
criteria of independence as provided in Section 149(6) of the Act read with Regulation 16(1)(b) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended (“SEBI Listing Regulations’); (iv) Confirmation in terms of
Regulation 25(8) of the SEBI Listing Regulations that he 1s not aware of any circumstance or
situation which exists or may be reasonably anticipated that could impair or impact his ability to
discharge his duties and (v) Declaration pursuant to BSE Limited Circular No.
LIST/COMP/14/2018-19 and National Stock Exchange of India Limited Circular No.
NSE/ML/2018/24 dated June 20, 2018, that he has not been debarred from holding office of a
Director by virtue of any order passed by Securities and Exchange Board of India or any other
such authority. Mr. Pandey has also confirmed that he is in compliance with Rules 6(1) and 6(2) of
the Rules, with respect to the registration with the data bank of Independent Directors maintained
by the Indian Institute of Corporate Affairs.
In the opinion of the Board, Mrs. Rakhi A Barod fulfils the conditions specified under the Act read
with Rules thereunder and the SEBI Listing Regulations for his appointment as Independent Non-
Executive Director of the Company and is independent of the Management. Having regard to the
qualifications, skill, experience, capabilities and knowledge, the Board considers that his
association would be of immense benefit to the Company and hence, it is desirable to re-appoint
him as an Independent Director.
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Item No. 7
As per section 204 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, following companies are required to obtain
‘Secretarial Audit Report’ form independent practicing company secretary. The Company
proposed to Appoint V K Bhanushali & Co for a term of 5 years from FY 2025-26 to 2029-2030.
Mr Vinit Kishor Bhanushali is the Proprietor of V K Bhanushali & Co. The Firm provides services
to the corporate world in the matter of Corporate Laws and Compliances. The firm 1s having wide
experience across various industries and knowledge of Secretarial Audit, Corporate Governance,
Corporate Compliance Management, Securities related laws and regulations, new business
formations, Corporate Restructuring and Corporate Affairs.
He is not related to any of the Director and is also not disqualified to act as Secretarial auditor of
the company. The Board recommends special resolution for the Item No 7 of the Accompanying
the notice of Approval of members of the company
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NOTES TO SHAREHOLDERS FOR AGM
Pursuant to the Circular No. 14/2020 dated 08 April 2020, Circular No.02/2021 dated 13 January
2021, Circular No. 20/2021 dated 12 December 2021, Circular No. 21/2021 dated 14 December
2021, Circular No. 2/2022 dated 5 May 2022, General Circular No. 10/2022 and General Circular
No. 11/2022 dated 28 December 2022 issued by the Ministry of Corporate Affairs, SEBI/HO/CFD-
PoD-2/P/CIR/2024/133 dated October 03, 2024, as per SEBI Circular physical attendance of the
members to the AGM venue is not required and AGM may be held through Video Conferencing
(‘VC’) or Other Audio Visual Means Hence, Members can attend and participate in the ensuing
AGM through VC/OAVM. The deemed venue of the meeting shall be the registered office of the
Company.
Central Depository Services Limited will be providing facility for voting through remote e-voting,
for participation in the AGM through VC / OAVM facility and e-voting during the AGM. The
procedure for participating in the meeting through VC / OAVM 1s explained at end of the notice
and is also available on the website of the Company at www.vishvprabhaventures.com under
investor Tab.
Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled
to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the
Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM,
physical attendance of Members has been dispensed with. Accordingly, the facility for appointment
of proxies by the Members will not be available for the AGM and therefore the Proxy Form and
Attendance Slip are not annexed to this Notice.
Participation of members through VC/ OAVM will be reckoned for the purpose of quorum for the
AGM as per section 103 of the Companies Act, 2013 (“the Act”). Institutional / Corporate Members
are requested to send a scanned copy (PDF format) of the Board Resolution authorizing its
representatives to attend and vote at the AGM pursuant to Section 113 of the Act, at
cosec@vishvprabhaventures.com
The attendance of the Members attending the AGM through VC/OAVM will be counted for the
purpose of reckoning the quorum under Section 103 of the Companies Act, 2013
In accordance with the aforesaid MCA _ Circulars and Circular Nos.
SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11
dated January 15, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and
SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 issued by Securities Exchange Board
of India (collectively referred to as “SEBI Circulars”), the Notice of the AGM along with the Annual
Report for FY 2024-25 is being sent by electronic mode to those Members whose e-mail addresses
are registered with the Company/Depositories.
The same can also be accessed from the websites of the Stock Exchange i.e. BSE Limited at
www .bseindia.com and Website of the Company www.vishvprabhaventures.com
In line with the aforesaid Ministry of Corporate Affairs (MCA) Circulars and SEBI Circulars, the
Notice of AGM along with Annual Report 2024-25 is being sent only through electronic mode to
those Members whose email addresses are registered with the Company/ Depositories. Member may
note that Notice and Annual Report 2024-25 has been uploaded on the website of the Company at
www. vishvprabhaventures.com and the website of the Stock Exchange 1.e. www.bseindia.com. The
Notice can also be accessed from the website of CDSL www.evotingindia.com.
The Members may join the 41‘ AGM through VC/ OAVM Facility by following the procedure
mentioned herein below in the Notice which shall be kept open for the Members from 01:45 P.M.
IST i.e. 15 (fifteen) minutes before the time scheduled to start the 41** AGM and the Company may
close the window for joining the VC/OAVM Facility 15 (fifteen) minutes after the scheduled time
to start the 41‘ AGM. Members may note that the VC/ OAVM Facility, allows participation of at
least 1,000 Members on a ‘first come first served’ basis. The large Shareholders (i.e. shareholders
holding 2% or more), promoters, institutional investors, directors, key managerial personnel, the
Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders
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10.
11.
12.
13.
14.
15.
Relationship Committee, auditors etc. can attend the 41‘ AGM without any restriction on account
of ‘first come first served’ basis.
Voting rights shall be reckoned on the paid-up value of shares registered in the name of
member/beneficial owners (in case of electronic shareholding) as on the cut-off date i.e. Friday
August 22, 2025
Since the 41*' AGM will be held through VC/OAVM Facility, the Route Map is not annexed in this
Notice.
Members holding shares in electronic form are requested to intimate immediately any change in
their address or bank mandates to their Depository Participants with whom they are maintaining
their demat accounts. Members holding shares in physical form are requested to advise any change
of address immediately to the Company/Registrar and Share Transfer Agent, MUFG Intime India
Private Limited.
In terms of the applicable provisions of the Act and Rules thereto, the Company has obtained e-mail
addresses of its Members and have given an advance opportunity to every Member to register their
e-mail address and changes therein from time to time with the Company for service of
communications/ documents (including Notice of General Meetings, Audited Financial Statements,
Boards’ Report, Auditors’ Report and all other documents) through electronic mode.
Members who have not registered their E-mail address so far are requested to register their e-mail
for receiving all communications including Annual Report, Notices and Circulars etc. from the
Company electronically. Members can do this by updating their email addresses with their
depository participants.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed
Companies, Individual shareholders holding securities in demat mode are allowed to vote through
their demat account maintained with Depositories and Depository Participants. Shareholders are
required to update their mobile number and email ID correctly in their demat account in order to
access e-Voting facility.
It is clarified that for permanent submission of e-mail address, the shareholders are however
requested to register their email address, in respect of electronic holdings with the depository
through the concerned depository participants. Those shareholders who have already registered their
e-mail address are requested to keep their email addresses validated with their depository
participants / the Company’s Registrar and Share Transfer Agent, PSIPL to enable servicing of
notices / documents / annual Reports electronically to their e-mail address.
The Securities and Exchange Board of India (“SEBI’) has mandated the submission of Permanent
Account Number (“PAN”) by every participant in securities market. Members holding shares in
electronic form are, therefore, requested to submit PAN to their Depository Participants with whom
they are maintaining their demat accounts. Members holding shares in physical form can submit
their PAN details to the Company/ Registrar and Share Transfer Agent, in the manner as prescribed
by SEBI.
Pursuant to the provisions of Section 72 of the Companies Act, 2013, Members holding shares in
physical form and desirous of making nomination in respect of their shareholding in the Company
are requested to submit details to the Registrar and Share Transfer Agent, M/s. MUFG Intime India
Private Limited, Mumbai, in the prescribed Form SH — 13. Members holding shares in demat form
may contact their respective DP for recording of nomination.
SEBI vide its Press Release dated March 27, 2019, has mandated that transfer of securities shall
only be in dematerialized form, from April 01, 2019 onwards except in case of transmission or
transposition of securities. Accordingly, shareholders are requested to dematerialize their shares
held in physical form to enable smooth transfer of securities in real time.
To prevent fraudulent transactions, members are advised to exercise due diligence and notify the
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16.
17.
18.
19.
20.
21.
22.
23.
24.
Company of any change in address or demise of any member as soon as possible. Members are also
advised not to leave their demat account(s) dormant for long period of time. Periodic statement of
holdings should be obtained from the concerned Depository Participant and holdings should be
verified
Please note that pursuant to aforesaid SEBI notification, Link Intime India Pvt. Ltd., our Registrar
and Transfer Agent and Company will not accept any request for transfer of shares 1n physical form.
This restriction shall not be applicable to the request received for transmission or transposition of
physical shares unless SEBI notifies anything in contrary thereto.
The Company, in line with the $SEBI- circular’ bearing’ reference No.
SEBI/HO/MIRSD/MIRSDPoD 1/P/CIR/2023/37 dated March 16, 2023 read together with SEBI
Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and
SEBI/HO/MIRSD/MIRSD RTAMB/P/CIR/2021/655 dated November 3, 2021 has communicated
to the shareholders who are holding the shares of the Company in physical form to furnish their
PAN, KYC and Nomination details to the Registrar & Share Transfer Agent of the Company viz.
Link Intime India Pvt. Limited. Further, the shareholders are also being informed regarding the
linking of their PAN with Aadhaar on or before the prescribed date. The forms as prescribed in
above circular are available on the website of the | Company at:
https://www.vishvprabhaventures.com/shares.html Members holding shares in electronic form are
requested to intimate about change of address or bank particulars to their respective Depository
Participant and not to the Company. All the Members are encouraged to utilize the Electronic
Clearing System (ECS) for receiving dividends.
In case of joint holders attending the meeting the Members whose name appears as the first holders
in the order of names as per the register of Members of the Company will be entitled to vote.
Members desiring any information on the Accounts of the Company are requested to write to the
Company at cosec@vishvprabhaventures.com at least 7 (seven) days in advance so as to enable the
Company to keep the information ready.
The Register of Directors and Key Managerial Personnel and their Shareholding maintained under
Section 170 of the Companies Act, 2013 and the Register of Contracts or arrangements in which
Directors are interested under Section 189 of the Companies Act, 2013 will be available for
inspection in electronic mode. Members can inspect the same by sending an e-mail to at
cosec@vishvprabhaventures.com
In all correspondence with the Company or with its Registrar & Share Transfer Agent, members are
requested to quote their folio number, and in case the shares are held in dematerialized form, they
must quote their Client ID Number and DP ID Number.
Pursuant to Section 91 of the Companies Act, 2013 and Rule 10 of the Companies (Management
and Administration) Rules, 2014 read with Regulation 42 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer Books
of the Company shall remain closed from August 23, 2025 to August 29, 2025 (both days inclusive)
for the purpose of 41‘ AGM.
Members may also note that the Notice of the 41*t AGM and the Annual Report 2024-25 is available
on the Company’s website: www.vishvprabhaventures.com as per the link
https://vishvprabhaventures.com/wp-content/uploads/2025/08/Annual-Report-2024-2025.pdf
Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) (“Body
Corporates”) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body
Resolution/Authorisation etc., authorising its representative to attend the AGM through VC/OAVM
on its behalf and to vote through remote e-Voting. The said Resolution/Authorisation shall be sent
to the Scrutiniser Vinit Kishor Bhanushali, Proprietor, M/s. V K Bhanushali & Associates,
Practicing Company Secretaries, Mumbai by e-mail through its registered e-mail address at
csvinitbhanushali@gmail.com with a copy marked at cosec@vishvprabhaventures.com
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25.
26.
27.
28.
To support the ‘Green Initiative’, the Members who have not registered their e-mail addresses are
requested to register the same with Link Intime India Pvt. Ltd./Depositories. Members who have
not encashed the dividends for 7 consecutive years from the date of transfer to unpaid dividend will
be transferred to Investor Education and Protection Fund (“IEPF”), so member are requested to
claim within the stipulated time.
In compliance with Section 108 of the Act, read with Rule 20 of the Companies (Management and
Administration) Rules, 2014, substituted by the Companies (Management and Administration)
Amendment Rules, 2015, and Regulation 44 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Company is pleased to provide its Members the facility to cast
their votes either for or against each resolutions set forth in the Notice of the 40th AGM using
electronic voting system (‘remote e-voting’) and e-voting (during the 40th AGM), provided by
Central Depository Service (India) Limited and the business may be transacted through such voting.
Only those Members who will be present in the 40th AGM through VC / OAVM facility and have
not cast their vote on the resolutions through remote e-voting, and are otherwise not barred from
doing so, shall be eligible to vote through e-voting system during the 40th AGM.
The voting period begins on Tuesday August 26, 2025 09:00 A.M. and ends on Thursday August
28, 2025 05:00 P.M. During this period shareholders of the Company, holding shares either in
physical form or in dematerialized form, as on the cut-off date: August 22, 2025 may cast their vote
electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
Information required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standard 2 (SS-2) with respect to the Director,
seeking appointment/re-appointment is as under:
Studied MBA in
Finance which
will be used in
Financial
management.
He possesses
an experience
of More than 2
decades
in construction
field as he had
worked in
Wifferent roles
ike
and practicing
Lawyer engaged
in Criminal and
Civil Law and
having an
experience of
Adjudication
and other
matters
Name of the Director Mr. Manish | Mrs. Rakhi | Mr. Mitesh Jayantilal
Prabhakar Ashokkumar Thakkar
Patil Barod
Date of Birth 17/02/1978 22/06/1991 17/12/1981
Age 47 34 43
Date of Appointment of | May 30,2025 | Reappointment | 09/09/2018
Current Designation as Non | w.e.f July 01,
Executive 2025 for a term
Independent | of 5 years as
Director Independent
Director non
executive
Terms and Condition of | Not liable for | Not liable for | Managing Director
Appointment/ Re appointment | rotation rotation liable for rotation
Brief Resume of Director He is Graduated | She 1S an | He is having an immense
from Civil | Advocate by | knowledge and expertise
Engineering Profession and | nearly more than one
from Pune | had done decade experience in the
University Masters in Law field of real estate,
and also as taxation and finance and
management. He has
been connected in the
Construction line of
Business for multiple
years and having
expertise on it. Besides
this he is an eminent
individual with sharp
business acumen.
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----------------Page (150) Break----------------
Quality
Engineer,
Project Manager
bnd Technical
Head in various
bre anization.
Currently
working as
echnical Head
n RMC
Qualification Bachelor in| Master in law | Graduation and
civil (both civil and | Chartered
Engineering | criminal) Accountantancy from
and MBA in ICAI
Finance
Nature of Experience Finance, Advocate Operations, Strategy,
Construction, Finance and
Business Business Development
Development
No of shares in the Company as | 0 0 1838729
on March 31, 2025
List of Directorship held in | Abhiman No 1. Vishvprabha Foods
other Companies Consultancy Private Limited
Services LLP
as
2. Vishvprabha &
Lichade Buildcon
Designated Private Limited
Partner
Chairman/Member of the | None Chairperson in | Member in Right Issue
committees of the Board of Audit Committee, Audit
Directors of the Listed Committee, Committee,
Entity(s) as on March 31, 2025 Nomination and | Nomination and
Remuneration Remuneration
Committee and | Committee,
Stakeholder Stakeholder
relationship relationship Committee
Committee. She
iS the
chairperson of
Right issue
committee of the
company
Number of Board Meeting | Not 7 7
attended during the year Applicable
Inter se relationship between | Not relatedto | Not related to | Yes, He is the Son in
the Directors Director Director Law of Paresh R. Desai
Information as required | Not Debarred | Not Debarred | Mr. Mitesh Jayantilal
pursuant to BSE Circular with | for holding | for holding | Thakkar is not debarred
ref. no. | directorship | directorship by | from holding the office
LIST/COMP/14/201819 and | by virtue of | virtue of any | of director by
the National Stock Exchange of | any Order of | Order of SEBI | virtue of any SEBI
India Ltd with ref. no. NSE/ | SEBI or any | or any other | order or any other such
CML/ 2018/ 24, dated 20/06/18 | other authorities authority.
authorities
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----------------Page (151) Break----------------
NOTES ON E-VOTING
CDSL e-Voting System — For e-voting and Joining Virtual meetings.
As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general
meetings of the companies shall be conducted as per the guidelines issued by the Ministry of
Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated
April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM will thus be
held through through video conferencing (VC) or other audio visual means (OAVM). Hence,
Members can attend and participate in the ensuing AGM/EGM through VC/OAVM.
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA
Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company 1s providing facility
of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this
purpose, the Company has entered into an agreement with Central Depository Services (India)
Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s
agency. The facility of casting votes by a member using remote e-voting as well as the e-voting
system on the date of the AGM will be provided by CDSL.
The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the
scheduled time of the commencement of the Meeting by following the procedure mentioned in the
Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available
to atleast 1000 members on first come first served basis. This will not include large Shareholders
(Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key
Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the
EGM/AGM without restriction on account of first come first served basis.
The attendance of the Members attending the AGM/EGM through VC/OAVM will be counted for
the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend
and cast vote for the members 1s not available for this AGM/EGM. However, in pursuance of
Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as
the President of India or the Governor of a State or body corporate can attend the AGM/EGM
through VC/OAVM and cast their votes through e-voting.
In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020,
the Notice calling the AGM/EGM has been uploaded on the website of the Company at
www.vishvprabhaventures.com The Notice can also be accessed from the websites of the Stock
Exchanges 1.e. BSE Limited at www.bseindia.com. The AGM/EGM Notice 1s also disseminated on
the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during
the AGM) 1.e. www.evotingindia.com.
The AGM has been convened through VC/OAVM in compliance with applicable provisions of the
Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular
No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.
In continuation to this Ministry's General Circular No. 20/2020 dated 05.05.2020, General Circular
No. 02/2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022 and general
circular No. 09/2023 dated 25.09.2023 after due examination, it has been decided to allow
companies whose AGMs are due in the Year 2024 or 2025, to conduct their AGMs through VC or
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----------------Page (152) Break----------------
(iv)
OAVM on or before 30th September, 2025 in accordance with the requirements laid down 1n Para
3 and Para 4 of the General Circular No. 20/2020 dated 05.05.2020.
THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL
MEETINGS ARE AS UNDER:
(1)
(i1)
(111)
Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual
shareholders holding shares in demat mode.
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical
mode and non-individual shareholders in demat mode.
The voting period begins on Tuesday August 26, 2025 09:00 A.M. and ends on Thursday August
28, 2025 05:00 P.M. During this period shareholders of the Company, holding shares either in
physical form or 1n dematerialized form, as on the cut-off date: August 22, 2025 may cast their vote
electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
Shareholders who have already voted prior to the meeting date would not be entitled to vote at the
meeting venue.
Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under
Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to
its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the
participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed
entities in India. This necessitates registration on various ESPs and maintenance of multiple user
IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has
been decided to enable e-voting to all the demat account holders, by way of a single login
credential, through their demat accounts/ websites of Depositories/ Depository Participants.
Demat account holders would be able to cast their vote without having to register again with the
ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and
convenience of participating in e-voting process.
Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual
shareholders holding shares in demat mode.
In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020
on e-Voting facility provided by Listed Companies, Individual shareholders holding securities
in demat mode are allowed to vote through their demat account maintained with Depositories
and Depository Participants. Shareholders are advised to update their mobile number and email
Id in their demat accounts 1n order to access e-Voting facility.
Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for
Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
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----------------Page (153) Break----------------
Type of | Login Method
shareholders
1) Users who have opted for CDSL Easi / Easiest facility, can login through their
Individual existing user id and password. Option will be made available to reach e-Voting
ae eholders page without any further authentication. The users to login to Easi / Easiest are
olding
securities in
Demat mode
with CDSL
Depository 2)
3)
4)
requested to visit cdsl website www.cdslindia.com and click on login icon &
New System Myeasi Tab.
After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the
information provided by company. On clicking the evoting option, the user will
be able to see e-Voting page of the e-Voting service provider for casting your
vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting. Additionally, there is also links provided to access the
system of all e- Voting Service Providers, so that the user can visit the e- Voting
service providers’ website directly.
If the user 1s not registered for Easi/Easiest, option to register 1s available at cdsl
website www.cdslindia.com and click on login & New System Myeas1 Tab and
then click on registration option.
Alternatively, the user can directly access e-Voting page by providing Demat
and PAN No. link available
on www.cdslindia.com home page. The system will authenticate the user by
Account Number from a_ e-Voting
sending OTP on registered Mobile & Email as recorded in the Demat Account.
After successful authentication, user will be able to see the e-Voting option
where the evoting is in progress and also able to directly access the system of
all e-Voting Service Providers.
Individual
Shareholders
holding
securities in
demat mode
with NSDL
Depository
D
2)
3)
If you are already registered for NSDL IDeAS facility, please visit the e-
Services website of NSDL. Open web browser by typing the following URL:
https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once
the home page of e-Services is launched, click on the “Beneficial Owner” icon
under “Login” which is available under ‘IDeAS’ section. A new screen will
open. You will have to enter your User ID and Password. After successful
authentication, you will be able to see e- Voting services. Click on “Access to e-
Voting” under e-Voting services and you will be able to see e-Voting page.
Click on company name or e-Voting service provider name and you will be re-
directed to e-Voting service provider website for casting your vote during the
remote e- Voting period or joining virtual meeting & voting during the meeting.
If the user is not registered for IDeAS e-Services, option to register is available
at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click
at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg. jsp
Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a
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----------------Page (154) Break----------------
mobile. Once the home page of e-Voting system is launched, click on the icon
“Login” which 1s available under “Shareholder/Member’ section. A new screen
will open. You will have to enter your User ID (1.e. your sixteen digit demat
account number hold with NSDL), Password/OTP and a Verification Code as
shown on the screen. After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-Voting page. Click on company
name or e- Voting service provider name and you will be redirected to e- Voting
service provider website for casting your vote during the remote e- Voting period
or joining virtual meeting & voting during the meeting
Individual
Shareholders
(holding
securities in
demat mode)
login through
their
Depository
Participants (DP)
You can also login using the login credentials of your demat account through
your Depository Participant registered with NSDL/CDSL for e-Voting facility.
After Successful login, you will be able to see e- Voting option. Once you click
on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
successful authentication, wherein you can see e-Voting feature. Click on
company name or e-Voting service provider name and you will be redirected to
e-Voting service provider website for casting your vote during the remote e-
Voting period or joming virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use
Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical
issues related to login through Depository i.e. CDSL and NSDL
Login type Helpdesk details
Individual Shareholders holding
securities in Demat mode with CDSL
Members facing any technical issue in login
can contact CDSL helpdesk by sending a
request at helpdesk.evoting@cdslindia.com or
contact at toll free no. 1800 21 09911
Individual Shareholders holding
securities in Demat mode with NSDL
Members facing any technical issue in login
can contact NSDL helpdesk by sending a
request at evoting@nsdl.co.in or call at: 022 -
4886 7000 and 022 - 2499 7000
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode
and non-individual shareholders in demat mode.
(v)
1)
2)
3)
Login method for e-Voting and joining virtual meetings for Physical shareholders and
shareholders other than individual holding in Demat form.
The shareholders should log on to the e-voting website www.evotingindia.com.
Click on “Shareholders” module.
Now enter your User ID
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----------------Page (155) Break----------------
4)
5)
6)
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
Shareholders holding shares in Physical Form should enter Folio Number registered with
the Company.
Next enter the Image Verification as displayed and Click on Login.
If you are holding shares 1n demat form and had logged on to www.evotingindia.com and voted on
an earlier e-voting of any company, then your existing password 1s to be used.
If you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders holding
shares in Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax
Department (Applicable for both demat shareholders as well as physical
shareholders)
e Shareholders who have not updated ther PAN with the
Company/Depository Participant are requested to use the sequence
number sent by Company/RTA or contact Company/RTA.
Dividend | Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)
Bank as recorded 1n your demat account or in the company records in order to
Details login.
OR Date e If both the details are not recorded with the depository or company,
of Birth please enter the member id / folio number in the Dividend Bank
(DOB) details field.
(vi) After entering these details appropriately, click on “SUBMIT” tab.
(vii) | Shareholders holding shares in physical form will then directly reach the Company selection screen.
However, shareholders holding shares in demat form will now reach “Password Creation’ menu
wherein they are required to mandatorily enter their login password in the new password field.
Kindly note that this password is to be also used by the demat holders for voting for resolutions of
any other company on which they are eligible to vote, provided that company opts for e-voting
through CDSL platform. It is strongly recommended not to share your password with any other
person and take utmost care to keep your password confidential.
(vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the
resolutions contained 1n this Notice.
(ix) — Click on the EVSN for the relevant <Company Name> on which you choose to vote.
(x) | On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option
“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you
assent to the Resolution and option NO implies that you dissent to the Resolution.
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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----------------Page (156) Break----------------
(xi1)
(xiii)
(xiv)
(xv)
(xv1)
(xvii)
After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation
box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote,
click on “CANCEL” and accordingly modify your vote.
Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting
page.
If a demat account holder has forgotten the login password then Enter the User ID and the image
verification code and click on Forgot Password & enter the details as prompted by the system.
There is also an optional provision to upload BR/POA if any uploaded, which will be made available
to scrutinizer for verification.
Additional Facility for Non — Individual Shareholders and Custodians —For Remote Voting
only.
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are
required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed
to helpdesk.evoting@cdslindia.com.
After receiving the login details a Compliance User should be created using the admin login and
password. The Compliance User would be able to link the account(s) for which they wish to vote
on.
The list of accounts linked in the login will be mapped automatically & can be delink 1n case of any
wrong mapping.
It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which
they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system
for the scrutinizer to verify the same.
Alternatively, Non-Individual shareholders are required mandatory to send the relevant Board Resolution/
Authority letter etc. together with attested specimen signature of the duly authorized signatory who are
authorized to vote, to the Scrutinizer and to the Company at the email address viz;
cosec@vishvprabhaventures.com, if they have voted from individual tab & not uploaded same in the CDSL
e-voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH
VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:
The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as
the instructions mentioned above for e-voting.
The link for VC/OAVM to attend meeting will be available where the EVSN of Company
will be displayed after successful login as per the instructions mentioned above for e-voting.
Shareholders who have voted through Remote e- Voting will be eligible to attend the
meeting. However, they will not be eligible to vote at the AGM/EGM.
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4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better
experience.
5. Further shareholders will be required to allow Camera and use Internet with a good speed
to avoid any disturbance during the meeting.
6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop
connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their
respective network. It 1s therefore recommended to use Stable Wi-Fi or LAN Connection
to mitigate any kind of aforesaid glitches.
7. Shareholders who would like to express their views/ask questions during the meeting may
register themselves as a speaker by sending their request in advance atleast 7 days prior to
meeting mentioning their name, demat account number/folio number, email id, mobile
number at cosec@vishvprabhaventures.com The shareholders who do not wish to speak
during the AGM but have queries may send their queries in advance 7 days prior to meeting
mentioning their name, demat account number/folio number, email id, mobile number at
cosec@vishvprabhaventures.com. These queries will be replied to by the company suitably
by email.
8. Those shareholders who have registered themselves as a speaker will only be allowed to
express their views/ask questions during the meeting.
9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have
not casted their vote on the Resolutions through remote e-Voting and are otherwise not
barred from doing so, shall be eligible to vote through e-Voting system available during the
AGM.
10. If any Votes are cast by the shareholders through the e-voting available during the AGM
and if the same shareholders have not participated in the meeting through VC/OAVM
facility, then the votes cast by such shareholders may be considered invalid as the facility
of e-voting during the meeting is available only to the shareholders attending the meeting.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT
REGISTERED WITH THE COMPANY/DEPOSITORIES.
1. For Physical shareholders- please provide necessary details like Folio No., Name of
shareholder, scanned copy of the share certificate (front and back), PAN (self-attested
scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by
email to mumbai@in.mpms.mufg.com
2. For Demat shareholders -, Please update your email id & mobile no. with your respective
Depository Participant (DP)
3. For Individual Demat shareholders — Please update your email id & mobile no. with
your respective Depository Participant (DP) which is mandatory while e-Voting &
joining virtual meetings through Depository.
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If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System,
you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911
All grievances connected with the facility for voting by electronic means may be addressed to Mr.
Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th
Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai
- 400013 or send an email to helpdesk.evoting@cdslindia.com or call toll free no. 1800 21 09911.
By Order of the Board of Directors of
Vishvprabha Ventures Limited
SD/-
Rudra B. Bhujel
Company Secretary & Compliance Officer
M.No.: A61501
Place: Dombivli Thane
Date: 30/07/2025
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