Your Directors are pleased to present the 40th Annual Report together with Audited Standalone and ConsolidatedFinancial Statements of the Company for the financial year ended March 31, 2025.
1. FINANCIAL HIGHLIGHTS
The Summary of the Company’s financial results for the financial year 2024-25 as compared to the previousfinancial year 2023-24 is given below:
(Rs. in Lacs)
Particulars
Standalone
Consolidated
FY 2024-25
FY 2023-24
Revenue from operations
2759.27
1405.78
3270.29
1676.12
Other Income
16.81
0.91
19.02
13.94
Total Income
2776.08
1406.69
3289.31
1690.06
Expenditure
2551.08
1302.20
3069.91
1526.99
Profit before exceptional items, financecosts, depreciation, and taxes
225
104.49
219.40
163.07
Less:
Finance Costs
0
9.69
0.45
Depreciation and Amortization
1.90
0.06
38.34
12.15
Profit before share of profit fromassociates and tax
223.10
104.43
171.37
150.47
Share of profit of associates
(38.84)
Net Profit for the year before Taxes
132.53
Less: Tax expenses
Current Tax
58.26
30.78
61.03
44.82
Deferred Tax Charges/credit)
(1.55)
(0.82)
(3.57)
Profit after tax
166.39
74.47
75.07
106.47
Other Comprehensive Income
(1.14)
0.01
(1.53)
1.09
Total Comprehensive Income for the year
165.25
74.48
73.54
107.56
2. STATE OF AFFAIRS AND COMPANY’S PERFORMANCE
The Company has recorded total revenue of Rs. 2,776.08 Lacs during the year 2024-25 as against Rs. 1,406.69Lacs in the previous year 2023-24, recording a quantum jump of over 97.35% in the total revenue. The netprofit after provision for tax is Rs. 166.39 Lacs during the year 2024-25 as against net profit after tax of Rs.74.47 Lacs in the previous year 2023-24.
3. DIVIDEND
The Board of Directors of the Company after considering various factors, business strategies and investmentrequirements for growth plan, decided to conserve funds to maximize the Shareholders wealth on the longrun and hence did not recommend any dividend for the Financial Year 2024-25.
Formulation and adoption of Dividend Distribution Policy in terms of Regulation 43A of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is notapplicable to the Company.
4. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to the reserves of the Company.
5. PRIVATE PLACEMENT
A) PREFERENTIAL ISSUE:
During Financial Year 2023-24, the Company has made preferential issue of
• 2,04,375 equity shares of face value of Rs. 10/- each on preferential basis for consideration incash at a price of Rs. 240/ per equity share, including a premium of 230/- per equity shareaggregating to Rs. 490/- Lacs and;
• 1,75,000 equity shares of face value of Rs. 10/- each on preferential basis for consideration otherthan cash for swap of equity shares from the existing shareholders of Prismberry TechnologiesPrivate Limited towards payment of the total consideration payable for the acquisition of 10,000Equity Shares representing 100% shareholding of Prismberry Technologies Private Limited.
The utilization of funds raised through Preferential Issue have been mentioned hereunder:
Object
Amount Allocated(Rs.in Lacs)
Amount utilised as on March31, 2025 (Rs. in Lacs)
Working Capital
370.50
General corporate purposes
120.00
59.21
The Company has submitted the statement(s) as required under Regulation 32 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 to the exchanges where the shares of the Company are listed, namely, BSE Limited on timely basis.
B) PREFERENTIAL ISSUE:
During the financial year 2024-25, the Board of Directors and members of the Company in its meeting heldon November 20, 2024 and December 19, 2024 respectively has approved preferential issue, on privateplacement basis, of 3,38,343 equity shares of face value Rs.10 each of the Company, at a price of Rs. 800per Equity Share (including share premium of Rs.790 per Equity Share), aggregating to Rs.2707 Lacs.
Further the Board of Directors in its meeting held on January 17, 2025 had approved allotment of 1,87,500equity shares of face value Rs.10 each of the Company, at a price of Rs.800 per Equity Share (includingshare premium of Rs.790 per Equity Share), against receipt of application monies in the Company
designated bank account, aggregating to Rs. 1500 Lacs. The Company successfully completed thepreferential issue process and the equity shares of the Company were listed on BSE Limited with tradingapproval granted effective from March 20, 2025.
Amount Allocated
Amount utilised as on March
31, 2025 (Rs. in Lacs)
Working Capital requirements of Companyas well as its Subsidiaries, meeting variousoperational expenditure of the Companyincluding contingencies
Pursuing strategic investments, alliances,mergers, acquisitions and inorganic growthopportunities
1193.00
630.00
Capital expenditure requirements ofCompany as well as its Subsidiaries,meeting various capital expenditure of theCompany including contingencies
Financing / investing of businessopportunities;
General corporate purpose; and
300.00
Issue related expenses
7.00
6.85
The Company has submitted the statement(s) as required under Regulation 32 of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 tothe exchange where the shares of the Company are listed, namely, BSE Limited on timely basis.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of the Companywhich have occurred between the end of the financial year and the date of this Report other than thosedisclosed in this Report.
7. DEPOSITS
The Company has not accepted any deposits in terms of Section 2(31) read with Chapter V of the CompaniesAct, 2013 and Rule 2(l)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are nosuch overdue deposits outstanding as on March 31, 2025.
8. LISTING AND CUSTODIAN FEES
The equity shares of the Company are listed at BSE Limited. The applicable annual listing fees were paidbefore the due date. The annual custodian fees have also been paid to the depositories.
9. SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2025 was Rs.2,50,00,000/- divided into
25.00. 000 equity shares of Rs.10/- each. The paid-up equity share capital as on March 31, 2025 stood at Rs.
2.00,68.750-divided into 20,06,875 equity shares face value of Rs. 10 /-each
During the year under review, the Company has undertaken following transactions:
• The Board of Directors at their meeting held on November 20, 2024 and the members at theirextraordinary general meeting held on December 19, 2024, the Company has increased its authorizedshare capital from Rs.2,00,00,000/- divided into 20,00,000 equity shares of Rs.10/- each toRs.2,50,00,000/- divided into 25,00,000 equity shares of Rs.10/- each.
• The Board of Directors in its meeting held on January 17, 2025 had approved allotment of 1,87,500 equityshares of face value Rs.10 each of the Company, at a price of Rs.800 per Equity Share (including sharepremium of Rs.790 per Equity Share), aggregating to Rs.1500 Lacs through preferential issue. The Paid-up capital of the Company increased to Rs. 20,068,750/-.
10. DEBENTURES
The Company has not issued any non-convertible or fully or partially or optionally convertible debenturesduring the year. There are no outstanding debentures as on the end of the financial year ended March 31,2025.
11. EYANTRA VENTURES LIMITED EMPLOYEE STOCK OPTION SCHEME 2025
The Board of Directors of the Company, based on the recommendation of Nomination and RemunerationCommittee/Compensation Committee, in its meeting held on August 7, 2025 has approved EYANTRAVENTURES LIMITED EMPLOYEE STOCK OPTION SCHEME 2025, in accordance with the provisions of theCompanies Act, 2013 and the Securities and Exchange Board of India (Share Based Employee Benefits andSweat Equity) Regulations, 2021, to promote the culture of employee ownership as well as to attract, retain,motivate and incentivize them. Since the equity-based compensation is integral across sectors, aligningemployees' personal goals with corporate objectives through share-based schemes.
EYANTRA VENTURES LIMITED-EMPLOYEE STOCK OPTION SCHEME 2025 is recommended to the members ofthe Company in the ensuing 40th Annual General Meeting of the Company for their approval.
12. HOLDING COMPANY, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, the Company does not have any holding, subsidiary, joint ventures or associatecompanies except the following:
SUBSIDIARY COMPANIES
(a) Prismberry Technologies Private Limited
During the financial year 2023-24, Prismberry Technologies Private Limited has become WhollyOwned Subsidiary of the Company with effect from August 23, 2023. Prismberry Technologies PrivateLimited is a material subsidiary of the Company as on March 31, 2025.
(b) EYANTRA VENTURES FZE
During the financial year 2024-25, the Company has incorporated EYANTRA VENTURES FZE, a WhollyOwned Subsidiary on July 8, 2024 as a Free Zone Company with Limited Liability, in accordancewith the Companies Rules and Regulations applicable in the Free Zones Authority in the Emirate ofAjman.
The subsidiary did not commence any business or conducted any operations, transactions oractivities during the Financial Year 2024-25. EYANTRA VENTURES FZE is not a material subsidiary ofthe Company.
(c) EYANTRA VENTURES INC
The Company has incorporated a wholly owned subsidiary, EYANTRA VENTURES INC on May 8, 2025in the State of Delaware
There is no bank account had been opened by EYANTRA VENTURES INC as on the date, since itsincorporation and as of the date of this Report, EYANTRA VENTURES INC had not commenced anybusiness or conducted any operations, transactions or activities.
ASSOCIATE COMPANY:
During the financial year, the Company made an investment in Neuro and Spine Associates PrivateLimited by way of subscribing 31,500 equity shares of face value of 10/- each constituting of 38.65% ofthe total equity capital of Neuro and Spine Associates Private Limited and accordingly, it became anassociate Company. This investment will help the Company in achieving inorganic growth and givesopportunity to enter new segment of business, which will benefit all the stakeholders associated withthe Company including shareholders at large.
AS on the date of this Report Company holds 54,000 equity shares of Rs. 10/- each constituting 51.92%stake in Neuro and Spine Associates Private Limited. The Neuro and Spine Associates Private Limitedbecame the subsidiary of the Company w.e.f July 8, 2025.
As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts)Rules 2014, a separate statement containing the salient features of the financial statements of Subsidiarycompanies/Associate companies/Joint ventures is detailed in Form AOC-1 and is annexed as Annexure Ito this Report.
In accordance with the provisions of the Companies Act, 2013 and the rules framed thereunder, theBalance Sheet, Statement of Profit and Loss, and other documents of the subsidiary companies areavailable at Company's website: https://evantraventures.com/financial-statements-of-subsidiary-companies/
13. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements have been prepared by the Company in accordance with the IndianAccounting Standards (Ind AS) 110 specified in the Companies (Indian Accounting Standards) Rules, 2015 andas per the provisions of the Companies Act, 2013. The Company has placed separately, the audited accountsof its subsidiaries on its website https://eyantraventures.com/financial-statements-of-subsidiary-companies/ in compliance with the provisions of Section 136 of the Companies Act, 2013.
14. CHANGE OF REGISTERED OFFICE
The Board of Directors at their meeting held on November 11, 2024 have approved to shift the registeredoffice of the Company within local limits of the city of Hyderabad from 201, 1st Floor, SM Reddy Complex,Image Garden Road Cyber Hills Colony, VIP Hills, Madhapur, Hyderabad, Telangana, India, 500081 to 301, 3rdFloor, CSR Estate, Plot No. 8, Sector - 1, HUDA Techno Enclave, Madhapur Main Road, Hyderabad -500081,Telangana, India with effect from December 1, 2024.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Board of Directors
The Company's board comprises eminent individuals with proven competencies, integrity, and strongfinancial acumen. They bring strategic insight, leadership, and commitment, dedicating sufficient time toboard meetings. We recognize the importance of a diverse board in driving success, leveragingdifferences in thought, perspective, knowledge, skill, and experience to maintain our competitive edge.
As on March 31, 2025, the Company’s Directorate consisting of four Directors out of which two Directorsare Independent Directors. Mrs. Vinita Raj Narayanam is the Chairperson of the Board. The compositionof the Directorate is in conformity with the relevant provisions of the Companies Act, 2013 andRegulation 17 of the Securities and Exchange Board of India (Listing Obligations and DisclosuresRequirement) Regulations 2015.
Our Directors bring extensive expertise in corporate management, strategy, finance, informationtechnology, and other relevant fields, enabling them to contribute effectively to the Company's growthand success.
B) Board Diversity
The Board diversity offers several advantages. Here are some of the key benefits of having diverse boards:
• Enhanced decision-making: Board diversity combines individuals with unique backgrounds,experiences, and perspectives, fostering robust decision-making. By embracing diverse viewpoints,boards can avoid group think, drive innovation, and make informed choices.
• Enhanced problem-solving: Diverse boards tackle complex problems more effectively by leveragingvaried backgrounds and experiences. Multiple perspectives lead to enhanced problem-solving, drivingbetter outcomes for the organization.
• Improved corporate governance: Diverse boards with varied skills, knowledge, and experiencesprovide comprehensive oversight, addressing conflicts, promoting transparency, and ensuringaccountability - ultimately enhancing corporate governance practices.
• Better understanding of customers and markets: Diverse boards bring valuable insights into India'svaried cultures, languages, and consumer preferences, enabling companies to tailor products, services,and marketing strategies to effectively target diverse customer groups.
• Increased creativity and innovation: Diversity sparks creativity and innovation by bringing togethervaried perspectives, fostering openness, collaboration, and inclusively. Different viewpoints challengenorms, drive fresh ideas, and lead to innovative solutions.
• Mitigation of biases: Diverse boards can help mitigate unconscious biases and promote fairness andequity. By ensuring representation from different genders, ethnicities, age groups, and backgrounds,boards can counterbalance any inherent biases and ensure a more equitable and inclusive decision¬making process.
In summary, board diversity offers numerous advantages, including improved decision-making,enhanced corporate governance, increased creativity and innovation, better problem solving,understanding of diverse markets, improved reputation, and the mitigation of biases. These benefitscontribute to the long-term success and sustainability of organizations in the Indian business landscape.
• Improved reputation and stakeholder trust: Diverse boards foster a positive reputation for inclusivelyand social responsibility, enhancing brand image, attracting diverse talent, and building stakeholdertrust. Benefits include improved decision-making, governance, innovation, problem-solving, marketunderstanding, and reputation - driving long-term success and sustainability.
Board diversity offers numerous advantages, including improved decision-making, enhanced corporategovernance, increased creativity and innovation, better problem solving, understanding of diversemarkets, improved reputation, and the mitigation of biases. These benefits contribute to the long-termsuccess and sustainability of organizations in the Indian business landscape.
The Board of Directors has adopted the Policy on Diversity of Board of Directors which sets out theapproach to diversity of the Board of Directors. The Policy is available in the website of the Companywebsite https://evantraventures.com/governance-policies/
C) Appointment/Reappointment
Your Company made the following changes to the composition of Board of Directors as follows:
1. Appointments:
During the year under review there were no new appointments in the Board of Directors.
2. Re-appointment:
During the year under review, Mrs. Vinita Raj Narayanam (DIN: 09319780) was reappointed asChairperson and Managing Director w.e.f. March 4, 2025, pursuant to resolution passed at the meetingof Board of Directors on January 17, 2025 and special resolution passed via postal ballot by remoteelectronic voting on February 21, 2025.
3. Retirements and re-appointments at the Annual General Meeting (AGM):
a. AGM 2024:
At the AGM held on September 30, 2024, Mrs. Anjana Ramesh Thakker (DIN 09521916) who retired byrotation and being eligible, offered herself for reappointment as a director liable to retire by rotationwas appointed as director of the Company.
b. AGM 2025:
Mrs. Vinita Raj Narayanam (DIN: 09319780) who retires by rotation and being eligible, offer herself forreappointment as a director liable to retire by rotation is proposed to be reappointed as director of theCompany.
Pursuant to the provisions of Regulation 36 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on GeneralMeetings issued by Institute of Company Secretaries of India, brief particulars of the director proposedto be re-appointed are provided as an annexure to the notice convening the AGM.
D) Retirements and Resignations
During the year under review, none of the Directors retired or resigned from the Board.
E) Key Managerial Personnel
In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, thefollowing are the Key Managerial Personnel of the Company as on March 31, 2025.
Sr No
Name
Designation
1
Mrs. Vinita Raj Narayanam
Chairperson and Managing Director
2
Mr. Koteswara Rao Meduri
Chief Financial Officer
3
Mrs. Priyanka Gattani
Company Secretary and Compliance Officer
During the year under review, there is no change in the Key Managerial Personnel.
F) Details of Senior Management Personnel as at the end of the financial year:
Following are the Senior Management Personnel of the Company in accordance with the provisions ofthe Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015.
SI No
Name of the Senior Management Personnel
G) Independent Directors and their declaration of Independence
As on March 31, 2025, the Independent Directors of the Company included Mr. Peush Jain and Mr. RaviKumar Kasetty. All the Independent Directors of the Company have furnished necessary declaration interms of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 affirming that theymeet the criteria of independence as stipulated under the Companies Act, 2013 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In the opinion of the Board, all the Independent Directors have the integrity, expertise and experienceincluding the proficiency required to effectively discharge their roles and responsibilities in directing andguiding the affairs of the Company.
In terms of Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they arenot aware of any circumstance or situation, which exist or may be reasonably anticipated, that couldimpair or impact their ability to discharge their duties.
H) Registration of Independent Directors in Independent Directors databank
All the Independent Directors of the Company have been registered and are members of IndependentDirectors Databank maintained by the Indian Institute of Corporate Affairs.
I) Familiarization Program of Independent Directors
In compliance with Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013, theCompany has a structured program for orientation and training of Directors so as to enable them tounderstand the nature of the industry in which the Company operates, business model of the Companyand roles, rights, and responsibilities of Independent Directors.
The Program aims to provide insights into the Company to enable the Independent Directors to be in aposition to take well-informed timely decisions and contribute significantly to the Company. TheIndependent Directors of the Company are given every opportunity to familiarize themselves with theCompany, its management, and its operations so as to understand the Company, its operations, business,industry and environment in which it functions. Independent Directors are also issued an appointmentletter detailing their role, duties and responsibilities, remuneration and performance evaluation process.
J) Evaluation of Board's Performance
In terms of section 134 (3) of the Companies Act, 2013 read with Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had laid down thecriteria for reviewing the performance of the Board, its Committees and individual Directors. Theevaluation process of Directors inter alia considers attendance of the Directors at Board and Committeemeetings, acquaintance with business, communicating inter se board members, effective participation,domain knowledge, compliance with code of conduct, vision and strategy etc.
In compliance with the provisions of the Act and Regulation 17(10) of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to improve theeffectiveness of the Board and its Committees, as well as that of each individual Director, a formal Boardreview is undertaken on an annual basis.
The Nomination and Remuneration Committee at their meeting held on January 17, 2025 had carriedout the evaluation of the Board, its Committees, and Individual Directors on an annual basis and thecommittee has submitted their review/ recommendation to the Board of Directors.
The Board of Directors at their meeting held on January 17, 2025 have carried out an annual evaluationof the performance of Independent Directors.
The Company believes that the effectiveness of the board is reinforced by its structures and the processesand procedures it follows. It has in place robust practices and processes that contribute to the effectiveand efficient performance of the board. The processes facilitate and reinforce the roles, responsibilitiesand authorities of the board in the governance, management and control of the Company. Board systemsand procedures broadly comprise convening the meetings, contents of the agenda, conducting themeetings, decision making at the meetings, adequacy of minutes and working of board committees.Decisions relating to the policy and operations of the Company are arrived at meetings of the board heldperiodically. Meetings of the board enable discussions on matters placed before them and facilitatedecision making based on collective judgment of the board. The Company follows the best practices inconvening and conducting meetings of the board and its committees.
The evaluation process broadly covers the following parameters:
i) Board - ♦ Board structure and composition, ♦ Board meetings, information flow and agenda, ♦Board culture, relationships and dynamics, ♦ strategy, business performance, ♦ succession planning,
♦ risk management, ♦ continuous improvement, etc.
ii) Board Committees - ♦ Overall Committees of the Board, ♦ composition and diversity, ♦ leadershipof the Chair, ♦ meetings frequency and duration, ♦ succession planning of the Committee members,
♦ interaction with management, quality of discussions, ♦ stay abreast of novel scientific andtechnological developments and innovations, ♦ quality of agenda and supporting documents, etc.
iii) Individual Directors - ♦ Attendance in meetings, ♦ experience and expertise, ♦ participation andcontribution in Board deliberation, ♦ preparedness in subjects, ♦ understanding of governance,regulatory, financial and fiduciary requirements, ♦ stay up to date and brings insight on the industry,
♦ up to date on corporate governance trends and development, ♦ focused on improvingshareholders value, ♦ understanding of organization's strategy and risk environment, sufficientlychallenges management to set and stretch goals, ♦ maintain high standards of ethics, integrity,confidentiality and adherence to the Code of Conduct, ♦ strong desire to make the Board an evenbetter version of itself, etc.
The Board of Directors were satisfied with the evaluation process and outcome, Directors engagement,experience, diversity and expertise. The Board Committees were also found to be effective in terms ofits composition, functioning and contribution. The evaluation process acknowledged that the Board andBoard committees have spent sufficient time on future business strategies and other longterm andshort term growth plans, operational matters including review of business and functional updates,financial results and other regulatory approvals, governance matters and internal controls.
K) Statement Regarding Opinion of the Board with regard to Integrity, Expertise and Experience (Includingthe Proficiency) of the Independent Directors appointed during the Year
Considering the requirement of skill sets on the Board, eminent people having an independent standingin their respective field/profession and who can effectively contribute to the Company's business andpolicy decisions are considered by the Nomination and Remuneration Committee/CompensationCommittee for appointment as Independent Director on the Board. The said Committee, inter alia,considers qualification positive attributes, area of expertise and number of Directorships and
Memberships held in various committees of other Companies by such persons in accordance with theCompany's Policy for determining qualifications, positive attributes and independence of a director. TheCommittee evaluates the balance of skills, knowledge and experience on the Board and on the basis ofsuch evaluation, prepare a description of the role and capabilities required of an independent director.
The person recommended to the Board for appointment as an independent director shall have thecapabilities identified in such description. The Board considers the Committee's recommendation andtakes appropriate decision. In the opinion of the Board, the Independent Directors possess the attributesof integrity, expertise and experience as required to be disclosed under Rule 8(5)(iii)(a) of the Companies(Accounts) Rules, 2014 (as amended).
L) Committees of the Board of Directors
As on March 31, 2025, the Board has the following Committees:
i) Audit Committee
ii) Nomination and Remuneration Committee/ Compensation Committee
iii) Stakeholders Relationship Committee
All the recommendations made by the Board committees, including the Audit Committee, were acceptedby the Board.
A detailed note on the Board and its committees is provided under the Corporate Governance Reportsection in this Annual Report. The composition of the committees and compliances, as per the applicableprovisions of the Companies Act, 2013 and Rules made thereunder, are as follows:
Name of the Committee
Composition of the Committee
Terms of reference
Audit Committee
a) Mr. Peush Jain (C)
b) Mr. Ravi Kumar Kasetty (M)
c) Mrs. Anjana Ramesh Thakker (M)
The terms of referencehave been discussed indetail in the CorporateGovernance Section ofthe Annual Report.
Nomination andRemuneration Committee/Compensation Committee
Stakeholders RelationshipCommittee
a) Mr. Ravi Kumar Kasetty (C)
b) Mr. Peush Jain (M)
c) Mrs. Vinita Raj Narayanam (M)
# C - Chairman and M - Member
M) Meetings of the Board and Committees
The Board of Directors meets at regular intervals to discuss and decide on the Company's policies andstrategy apart from other Board matters. The Company has conducted Ten (10) Board meetings duringthe financial year under review. The intervening gap between any two meetings was within the periodprescribed by the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015. The composition of the Board of Directors,Committees, attendance of the Directors in the Board and Committees are given in the Section onCorporate Governance.
N) Independent Directors7 Meeting
Terms of Schedule IV of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate that theIndependent Directors of the Company shall hold at least one meeting in a year, without the attendanceof Non-Independent Directors and members of the management.
To exercise free and fair judgment in all matters related to the functioning of the Company as well as theBoard, it is important for the Independent Directors to have meetings without the presence of theexecutive management.
During the year under review, Independent Directors met one time without the presence of non-independenDirectors and other members of the Management. The Company is ready to facilitate more such sessionsas and when required by the Independent Directors. During this meeting, the Independent Directorsreviewed the performance of the Company, the Chairman, Board and the quality of information given tothe Board were also discussed.
O) Training of Independent Directors
The Independent Directors are familiarized with Roles, Rights, Responsibilities & Duties of IndependentDirectors, Nature of the Industry it operates in, business model of the Company and the Operations -Presentation & Interaction with Senior Management.
P) Terms and Conditions of Appointment of Independent Directors
All the Independent Directors of the Company have been appointed as per the provisions of theCompanies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015, and formal letter of appointment are issued to the IndependentDirectors. As required by Regulation 46 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015, the terms and conditions of their appointment havebeen disclosed on the website of the Company at https://eyantraventures.com/terms-and-conditions-of-appointment-of-independent-directors/
Q) Directors and Officers Insurance (D and O insurance)
The provisions for obtaining D & O liability insurance policy is applicable to top 1000 listed entities, asper Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015. The Company is not obtained the said policy since it is not falling under the top 1000listed entities as on March 31, 2024 and December 31, 2025.
R) Declaration from Directors
The Company has received necessary declaration from all Directors stating that they are not debarred ordisqualified from being appointed or continuing as Directors of Companies as per the Securities andExchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs or any such other StatutoryAuthority.
S) Certificate from Company Secretary in practice
Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has obtained a
certificate from Mr. Vivek Surana, Practicing Company Secretary representing M/s. Vivek Surana &Associates, Hyderabad (Firm Registration Number S2014TL278800). and forms part of the Annual Report.
T) Directors' Responsibility Statement
Pursuant to Section 134 (3) (c) and Section 134(5) of the Companies Act, 2013, the Directors herebyreport that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followedalong with proper explanation relating to material departures, if any;
b) appropriate accounting policies have been selected and applied consistently. Judgement andestimates which are reasonable and prudent have been made so as to give a true and fair view of thestate of affairs of the Company as at the end of the financial year and of the profit of the Companyfor the year;
c) proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013 for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on an on-going concern basis;
e) proper internal financial controls have been laid down to be followed by the Company and suchinternal financial controls are adequate and are operating effectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws have been devised,and such systems are adequate and are operating effectively.
U) Succession Planning for the Board and Senior Management
The Company strives to maintain an appropriate balance of skills and experience in the Board and withinthe Company, in an endeavor to introduce new perspectives while maintaining experience andcontinuity. Additionally, promoting Senior Management within the organization motivates and fuels theambitions of the talent force to earn future leadership roles. The Board of Directors has adopted thePolicy on Succession Planning for the Board and Senior Management.
16. AUDITORS
A) Statutory Auditors
M/s. P R S V & Co. LLP., Chartered Accountants, Hyderabad, were appointed as Statutory Auditor of theCompany by the members of the Company for the period of 5 years from the conclusion of 37th AnnualGeneral Meeting till the conclusion of 42nd Annual General Meeting. The Auditors have confirmed thatthey have subjected themselves to the peer review process of Institute of Chartered Accountants of Indiaand hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.
Comments on Auditors Report
M/s. P R S V & Co. LLP., Chartered Accountants, Hyderabad, have issued the Auditors' Report for FinancialYear 2024-25. The Auditor's Report being self-explanatory do not call for any further comments and doesnot contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with thestandalone and consolidated financial statements in this Annual Report.
B) Cost Auditor
During the year under review, requirement for maintenance of cost records and appointment of costauditor as specified under Section 148 of the Companies Act, 2013, is not applicable on the Company.
C) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors haveappointed Mr. Vivek Surana, Practicing Company Secretary representing M/s. Vivek Surana & Associates,Hyderabad (Firm Registration Number S2014TL278800) (Peer Review Certificate No.: 1809/2022) as aSecretarial Auditor of the Company for the financial year 2024-25 at their meeting held on January 25,2024.
The Secretarial Audit Report dated August 7, 2024, issued by the Secretarial Auditor is annexed inAnnexure-ll and forms an integral part of the Board's Report. There has been no qualification, reservationor adverse remark in their Report.
Further, in compliance with Regulation 24A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015, the Annual Secretarial Compliance Reportissued by the Secretarial Auditor, has been submitted to the stock exchange within the statutorytimelines.
Further, Mr. Chander Prakash Karwa, Practicing Company Secretary, representing m/sKCP & Associates (PeerReview Cer. No.: 5092/2023) have undertaken a Secretarial Audit of the Company's material subsidiariesviz. Prismberry Technologies Private Limited for the financial year 2024-25.
The Audit report confirms that the material subsidiaries have complied with the provisions of theCompanies Act, 2013, Rules, Regulations and Guidelines and that there were no deviations or non-compliance. As required under Regulation 24A of the SEBI Listing Regulations, the reports of theSecretarial Audit are given as Annexure III to this report.
Further, pursuant to the provisions of Regulation 24A (1) & other applicable provisions of the Securitiesand Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations 2015, theprovisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, based on the consent received from Mr. VivekSurana, Practicing Company Secretary representing M/s. Vivek Surana & Associates, Hyderabad (FirmRegistration Number S2014TL278800) (Peer Review Certificate No.: 1809/2022) and on therecommendation of the Audit Committee, the Board of Directors has approved the appointment ofSecretarial Auditor for a term of 5 (Five) consecutive years, from the financial year 2025-26 till thefinancial year 2029-30 subject to the approval of the members at the ensuing Annual General Meetingof the Company. A detailed proposal for appointment of Secretarial auditor forms part of the Noticeconvening this AGM.
D) Internal Auditor
M/s. S K S M & Associates, Chartered Accountants, were appointed as an Internal Auditor of the Companyfor the Financial Year 2024-25 in the Board meeting held on January 25, 2024 to reports to the AuditCommittee about the adequacy and effectiveness of the internal control system of the Company. Therecommendations of the internal auditor on improvements required in the procedures and controlsystems are also presented to the Audit Committee.
Internal Audit and Control System:
Internal audit and control systems play a crucial role in ensuring the efficient and effective operation oforganizations across various sectors. Internal audit refers to the independent and objective examinationof an organization's activities, processes, and controls to assess their adequacy, reliability, andcompliance with relevant laws, regulations, and internal policies. The primary objective of internal auditis to provide assurance to management and stakeholders that risks are identified, managed, andmitigated appropriately.
Internal audit encompasses a wide range of activities, including evaluating the effectiveness of internalcontrols, identifying areas of improvement, assessing operational efficiency, detecting fraud andirregularities, and ensuring compliance with legal and regulatory requirements. By conducting regularaudits, internal auditors help organizations identify potential weaknesses in their systems and processes,allowing management to take proactive measures to address them.
Control systems, on the other hand, refer to the policies, procedures, and practices put in place bymanagement to safeguard assets, ensure accurate financial reporting, and promote operationalefficiency. These control systems aim to mitigate risks and provide reasonable assurance that theorganization's objectives are achieved.
The internal audit function is responsible for evaluating the design and effectiveness of these controlsystems. Internal auditors assess whether the controls are properly designed to mitigate risks andwhether they are operating effectively in practice. They conduct tests and reviews to identify controlgaps, weaknesses, or deviations from established policies and procedures. Based on their findings, theyprovide recommendations to management for enhancing controls and improving processes, thus helpingthe organization operate in a more efficient and risk-aware manner.
Effective internal audit and control systems contribute to better governance, risk management, andinternal controls within an organization. They provide management and stakeholders with confidencethat risks are managed appropriately, financial information is reliable, and operations are conducted withintegrity. By continuously monitoring and evaluating controls, internal audit helps organizations stayahead of emerging risks, adapt to changing business environments, and enhance overall performanceand accountability.
The Company has an Audit Committee consisting of Two Independent Directors and one Non-ExecutiveDirector. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprisedof the internal audit findings and corrective actions taken. The Audit Committee of the Board of Directorsreviews the adequacy and effectiveness of internal control system and suggests improvements if any forstrengthening them.
17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors of the Company have not reported any fraud as specified under the second provisoof section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) forthe time being in force.
18. CEO & CFO CERTIFICATION
Mrs. Vinita Raj Narayanam, Chairperson and Managing Director and Mr. Koteswara Rao Meduri, ChiefFinancial Officer of the Company have given annual certification on financial reporting and internal controlsto the Board in terms of Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 and the same forms part of this Annual Report. Mrs. VinitaRaj Narayanam, Chairperson and Managing Director and Mr. Koteswara Rao Meduri, Chief Financial Officerof the Company also give quarterly certification on financial results while placing the financial results beforethe Board in terms of Regulation 33(2)(a) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015.
19. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on Directors' appointment and remuneration, including criteria for determiningqualifications, positive attributes, independence of a Director and other matters are adopted as per theprovisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015. The remuneration paid to the Directors is as per the terms laidout in the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Policyas adopted by the Board is available on the Company's website https://evantraventures.com/governance-policies/
20. CODE FOR PREVENTION OF INSIDER TRADING
The Company adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Personsand their Immediate Relatives pursuant the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fairdisclosure of unpublished price sensitive information and has been made available on the Company's websiteat https://evantraventures.com/code-of-practices-and-procedures-for-fair-disclosure/
21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Board of Directors adopted the Vigil Mechanism/Whistle Blower Policy which is in compliance withSection 177(9) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Whistle Blower Policy aims toconduct the affairs of the Company in a fair and transparent manner by adopting the highest standards ofprofessionalism, honesty, integrity and ethical behavior.
A mechanism has been established for employees and other stakeholders to report their concerns aboutunethical behaviour, actual or suspected fraud or violation of the Code of Conduct and Ethics, and leak ofprice-sensitive information under the Company's Code of Conduct formulated for regulating, monitoring, andreporting by Insiders under Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 2015, as amended from time to time. It also provides for adequate safeguards against thevictimization of employees who avail the mechanism and allows direct access to the Chairman of the AuditCommittee. During the year under review, no complaints were reported under the Whistle Blower Policy.The Whistle Blower Policy is available on the Company's website https://eyantraventures.com/governance-policies/
22. MATERIAL SUBSIDIARY POLICY
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on theCompany's website and can be accessed at Company's website https://evantraventures.com/fiovernance-policies/
Further Prismberry Technologies Private Limited is material subsidiary of the Company as on March 31, 2025.
23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013
The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policyon prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisionsof the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and therules thereunder for prevention and redressal of complaints of sexual harassment at workplace.
The Company has constituted Internal Committee at registered office of the Company in accordance with theprovisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,2013 and the Rules made thereunder. There were no cases filed pursuant to the Sexual Harassment of Womenat Workplace (Prevention, Prohibition & Redressal) Act’ 2013 during the year under review.
The Company regularly conducts awareness programmes for its employees.
The table below provides details of complaints received/ disposed Off during the financial year 2024-25:
No. of complaints at the beginning of financial year: NilNo. of complaints filed during the financial year: NilNo. of complaints disposed during the financial year: NilNo. of complaints pending at the end of financial year: Nil
24. COMPLIANCES UNDER THE MATERNITY BENEFIT ACT, 1961
Our Company is fully compliant with the Maternity Benefit Act, 1961, ensuring that our employees receivethe benefits and support they are entitled to.
25. POLICIES
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 mandated the formulation of certain policies for all listed companies. Accordingly, the Company hasadopted various policies and the following policies are uploaded on the website of the Company. Someinternal policies are available on the intranet platform of the Company. The policies are reviewed periodicallyby the Board/Committee and updated based on need and new compliance requirements.
Vigil Mechanism / Whistle BlowerPolicy
The Company has adopted the whistle-blowermechanism for directors and employees to reportconcerns about unethical behavior, actual or suspectedfraud, or violation of the Company’s code of conduct andethics. It also provides for adequate safeguards againstvictimization of employees who availed the mechanismand also provides for direct access to the Chairperson ofthe Audit Committee.
Code of Practices and Proceduresfor Fair Disclosure of UnpublishedPrice Sensitive Information
The Company has adopted a Code of Conduct toRegulate, Monitor & Report Trading by Insiders and Codeof Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information as per theSecurities and Exchange Board of India (Prohibition ofInsider Trading) Regulation 2015, with a view to regulatetrading in securities by the Directors and DesignatedPersons while in possession of unpublished pricesensitive information in relation to the Company andduring the period when the Trading Window is closedand other certain situations.
Nomination and RemunerationPolicy
This policy formulates the criteria for determiningqualifications, competencies, positive attributes andindependence for the appointment of a director(executive / non-executive) and also the criteria fordetermining the remuneration of the directors, keymanagerial personnel and senior management of theCompany
Policy for Determining MaterialSubsidiaries
The policy is used to determine the material subsidiariesand material non - listed Indian subsidiaries of theCompany and to provide the governance framework forthem.
Policy on Materiality of andDealing with Related PartyTransactions
The policy regulates all transactions between theCompany and its related parties
Policy on Preservation ofDocuments
The policy deals with the preservation of corporaterecords of the Company
Policy on Archival of Documents
The policy deals with the retention and archival ofcorporate records of the Company
Policy on Determination ofMateriality of Event
The Policy is to determine materiality of events orinformation relating to the Company and to ensure
Name of the policy
Brief description
Web link
timely and accurate disclosure on all material mattersconcerning the Company.
Risk Management Policy and
This policy sets out the objectives and accountabilities
Procedures
for the management of risk within the Company suchthat it is structured, consistent and effective
Code of Conduct to Regulate,
This code Regulates any kind of Insider Trading by
Monitor and Report Trading byDesignated Persons and theirImmediate Relatives
designated persons
Policy on Prevention of Sexual
The policy aims at providing a safe work environment for
Harassment
women at workplace
26. RISK MANAGEMENT
Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hasformulated and adopted a Policy on Risk Management and Procedure. The Risk Management policy of theCompany outlines a framework for identification of internal and external risks specifically faced by theCompany, in particular including financial, operational, sectoral, information, cyber security risks, or anyother risk as may be determined by the Committee; measures for risk mitigation including systems andprocesses for internal control of identified risks; and Business continuity plan. Risk is an integral part of theCompany's business, and sound risk management is critical to the success of the organization. The Companyhas adequate internal financial control systems and procedures to combat the risk. The risk managementprocedure is reviewed by the Audit Committee and Board of Directors on a regular basis at the time of reviewof the quarterly financial results of the Company.
The Company has in place a Risk Management framework to identify, evaluate business risks and challengesacross the Company both at corporate level as also separately for each business division.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key businessobjectives. Major risks identified by the businesses and functions are systematically addressed throughmitigating actions on a continuing basis. The Company's internal control encompasses various managementssystems, structures of organization, standard and code of conduct which all put together help in managingthe risks associated with the Company.
During the year under review, there are no risks which in the opinion of the Board that threaten the existenceof the Company. However, some of the risks which may pose challenges are set out in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.
27. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 the Companies Act, 2013 and the rules made thereunder, are not applicable tothe Company for the Financial year 2024-25.
28. ADEQUECY OF INTERNAL FINANCIAL CONTROLS AND COMPLIANCE WITH LAWS
The Company has adequate internal controls consistent with the nature of business and size of theoperations, to effectively provide for safety of its assets, reliability of financial transactions with adequatechecks and balances, adherence to applicable statues, accounting policies, approval procedures and toensure optimum use of available resources. These systems are reviewed and improved on a regular basis. Ithas a comprehensive budgetary control system to monitor revenue and expenditure against approvedbudget on an ongoing basis.
The Company has an internal auditor to assess the adequacy and effectiveness of the Internal Controls andSystem across all key processes covering various locations. Audit Observations along with recommendationsand its implementations are reviewed by the Audit Committee and concerns, if any, are reported to theBoard.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details pertaining to loans given, guarantees or securities provided or investments made by the Companyunder Section 186 of the Companies Act, 2013 during the year under review is forming part of the notes tothe Financial Statements.
30. PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act,2013 and rules made thereof as amended from time to time and as per the Policy on Materiality of andDealing with Related Party Transactions of the Company during the financial year ended March 31, 2025 inprescribed Form AOC-2 is annexed to this Board's Report as Annexure-IV. Further there are no materiallysignificant related party transactions during the year under review with Promoters, Directors, Key ManagerialPersonnel's and their relatives, which may have potential conflict with interest of the Company at large. Therelated party transactions were placed before the audit committee and also to the Board at their respectivemeetings for approval. All related party transactions entered during the year were in the ordinary course ofbusiness and at arm's length basis. Details of the related party transactions during the year are part of thefinancial statements forming part of this Annual Report.
In line with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Policy on Materialityof and Dealing with Related Party Transactions, which is also available on the Company's website athttps://evantraventures.com/governance-policies/
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings andOutgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies(Accounts) Rules, 2014 is annexed in Annexure-V.
Risk Management Policy andProcedures
This policy sets out the objectives and accountabilitiesfor the management of risk within the Company suchthat it is structured, consistent and effective
Code of Conduct to Regulate,Monitor and Report Trading byDesignated Persons and theirImmediate Relatives
This code Regulates any kind of Insider Trading bydesignated persons
Policy on Prevention of SexualHarassment
The policy aims at providing a safe work environment forwomen at workplace
32. ANNUAL RETURN
The Annual Return of the Company for the financial year 2024-25 as required under Section 92(3) and134(3)(a) of the Companies Act, 2013 is available on the website of the Company and can be accessed on theCompany's website at the link https://eyantraventures.com/disclosures-under-regulation-46-of-the-lodr/annual-reports/
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented ina separate section forming part of this report.
34. CORPORATE GOVERNANCE
In Accordance with Regulation 15 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 and based on the Audited Financial Statements for the financialyear 2023-24, the Paid-up Capital and Net worth of the Company didn't exceeded rupees 10 Crore and rupees25 Crore, respectively.
During the year under review, on January 17, 2025, the Net Worth of the Company exceeded Rs. 25 Croreand in accordance with the aforesaid regulation, the Company is required to ensure compliance with therelevant provisions within the period of 6 months from the date of crossing the threshold.
However, as a proactive measure, the Company has voluntarily filed Corporate Governance Report as part ofthe Integrated Filing (Governance) for the quarter ended March 31, 2025, underscoring its commitment tomaintaining the highest standards of Corporate Governance.
Accordingly, a separate report on Corporate Governance standards followed by the Company, as stipulatedunder Schedule V(C) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 is enclosed as a separate section forming part of this report. The certificatefrom Mr. Vivek Surana, Practicing Company Secretary representing M/s. Vivek Surana & Associates,Hyderabad (Firm Registration Number S2014TL278800) with regard to compliance of conditions of corporategovernance as stipulated under Schedule V Part E of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015 and forms part of the Annual Report.
35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Business Responsibility and Sustainability Report in terms of the provisions of Regulation 34 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicableto the Company for the Financial year 2024-25.
36. INDIAN ACCOUNTING STANDARDS
The Company has adopted Indian Accounting Standards with effect from April 01, 2017 pursuant to Ministryof Corporate Affairs' notification of the Companies (Indian Accounting Standards) Rules, 2015. Thestandalone and consolidated financial statements of the Company, forming part of the Annual Report, havebeen prepared and presented in accordance with all the material aspects of the Indian Accounting Standardsas notified under Section 133 of the Companies Act 2013 read with the Companies (Indian Accounting
Standards) Rules 2015 (by Ministry of Corporate Affairs and Regulation 33 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and relevantamendment rules issued thereafter and guidelines issued by the Securities Exchange Board of India . Therewas no revision of Financial Statements (Standalone & Consolidated) and Board Reports during the yearunder review.
37. STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS
In terms of Section 118(10) of the Companies Act, 2013, the Company complies with Secretarial Standards 1and 2, relating to the 'Meetings of the Board of Directors' and 'General Meetings', respectively as issued bythe Institute of Company Secretaries of India and approved by the Central Government.
38. PARTICULARS OF EMPLOYEES
The statement of particulars of appointment and remuneration of managerial personnel as required underSection 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 is annexed in Annexure-VI.
The statement containing particulars of employees pursuant to Section 197(12) of the Companies Act, 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014is open for inspection at the Registered Office of the Company during business hours on all working days ofthe Company, up to the date of the ensuing Annual General Meeting.
Any member interested in obtaining such details may write to the Company Secretary of the Company atcs@eyantraventures.com
39. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no amount in theunclaimed dividend account remaining unpaid under section 124(5) of the Companies Act, 2013.
40. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company during the year under review.
41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016 DURING THE YEAR
No applications have been made and no proceedings are pending against the Company under the Insolvencyand Bankruptcy Code, 2016.
42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF
The disclosure under this clause is not applicable as the Company has not undertaken any one-timesettlement with the banks or financial institutions.
43. SIGNIFICANT/MATERIAL ORDERS PASSED BY COURTS OR TRIBUNALS
No significant and material order has been passed by the regulators, courts, tribunals impacting the goingconcern status and Company's operations in future.
44. CREDIT RATING
During the year under review, the Company has not obtained any credit rating.
45. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence and dedication shown by its employees in allareas of business. The company ensures that it provides a harmonious and cordial working environment toall its employees. To ensure good human resources management, the Company focused on all aspects of theemployee lifecycle. This provides holistic experience for the employee as well. During their tenure at theCompany, employees are motivated through various skill- development programs, engagement andvolunteering programs.
The Company has put in continued efforts in building capabilities of Human Resources with adoption ofspecific and targeted interventions. The Company has a structured induction process at all locations andmanagement development programs to upgrade skills of managers. Objective appraisal systems based onKey Result Areas are in place for all employees.
The Company is committed to nurture, enhance and retain talent through superior Learning & OrganizationalDevelopment.
46. INVESTOR RELATIONSHIP
Investor relations is a critical function within a company that focuses on building and maintainingrelationships with its investors and stakeholders. It serves as the bridge between the Company'smanagement team and its shareholders, analysts, and the broader investment community. The primary goalof investor relations is to effectively communicate the Company's financial performance, strategic direction,and key developments to the investment community.
Investor relations activities play a vital role in managing the flow of information between the Company andits investors. This disseminates accurate and timely information, such as financial reports, earnings releases,and regulatory filings, to ensure transparency and compliance.
Overall, investor relations is a critical function that helps companies establish and maintain productiverelationships with their investors and the broader investment community and also contribute to enhancingthe Company's reputation, maximizing shareholder value, and supporting its long-term growth objectives.
47. INSURANCE
The Company has taken adequate insurance cover for all such types of risks as considered necessary by themanagement from time to time.
48. RECONCILIATION OF SHARE CAPITAL AUDIT
As required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015, quarterly audit of the Company's share capital is being carried out by Mr. Vivek Surana,Practicing Company Secretary representing M/s. Vivek Surana & Associates, Hyderabad (Firm RegistrationNumber S2014TL278800), with a view to reconcile the total share capital admitted with National Securities
Depository Limited and Central Depository Services (India) Limited and held in physical form, with the issuedand listed capital. In this regard, the certificate is submitted to BSE Limited and is also placed before the Boardof Directors.
49. ACKNOWLEDGEMENTS
Your directors are grateful for the invaluable contribution made by the employees and are encouraged bythe support of the customers, business associates, and banks . The Directors deeply appreciatetheir faith in the Company and remain thankful to them. The Board shall always strive to meet theexpectations ofall the stakeholders.
For and on behalf of the Board of Directors ofeYantra Ventures Limited
Vinita Raj Narayanam Anjana Ramesh Thakker
Date: August 7, 2025 Chairperson and Managing Director Non-Executive Director
Place: Hyderabad DIN: 09319780 DIN : 09521916