|
Dear Members,
Your Directors are pleased to present the 40th Annual Report
together with Audited Standalone and Consolidated Financial 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 previous financial year 2023-24 is given below:
(Rs. in Lacs)
Particulars |
Standalone |
Consolidated |
|
FY 2024-25 |
FY 2023-24 |
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,
finance costs, depreciation, and taxes |
225 |
104.49 |
219.40 |
163.07 |
Less: |
|
|
|
|
Finance Costs |
0 |
0 |
9.69 |
0.45 |
Depreciation and Amortization |
1.90 |
0.06 |
38.34 |
12.15 |
Profit before share of profit
from associates and tax |
223.10 |
104.43 |
171.37 |
150.47 |
Share of profit of associates |
0 |
0 |
(38.84) |
0 |
Net Profit for the year before
Taxes |
223.10 |
104.43 |
132.53 |
150.47 |
Less: Tax expenses |
|
|
|
|
Current Tax |
58.26 |
30.78 |
61.03 |
44.82 |
Deferred Tax Charges/credit) |
(1.55) |
(0.82) |
(3.57) |
(0.82) |
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. 1,406.69 Lacs in the previous year 2023-24, recording a
quantum jump of over 97.35% in the total revenue. The net profit 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.
Your Directors are optimistic about Company's business and hopeful
of better performance with increased revenue in the current financial year.
3. DIVIDEND
The Board of Directors of the Company after considering various
factors, business strategies and investment requirements for growth plan, decided to
conserve funds to maximize the Shareholders wealth on the long run 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 and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is not applicable 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 in cash at a price of Rs. 240/ per equity share,
including a premium of 230/- per equity share aggregating to Rs. 490/- Lacs and;
1,75,000 equity shares of face value of Rs. 10/- each on
preferential basis for consideration other than cash for swap of equity shares from the
existing shareholders of Prismberry Technologies Private Limited towards payment of the
total consideration payable for the acquisition of 10,000 Equity 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 March
31, 2025 (Rs. in Lacs) |
Working Capital |
370.50 |
370.50 |
General corporate purposes |
120.00 |
59.21 |
The Company has submitted the statement(s) as required under Regulation
32 of the Securities 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 held on November 20, 2024 and December 19, 2024 respectively
has approved preferential issue, on private placement basis, of 3,38,343 equity shares of
face value Rs.10 each of the Company, at a price of Rs. 800 per 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 1,87,500 equity shares of face value Rs.10 each of the Company,
at a price of Rs.800 per Equity Share (including share 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 the preferential issue process and the equity shares of the Company
were listed on BSE Limited with trading approval granted effective from March 20, 2025.
The utilization of funds raised through Preferential Issue have been
mentioned hereunder:
Object |
Amount Allocated |
Amount utilised as on March |
| (Rs. in Lacs) |
31, 2025 (Rs. in Lacs) |
Working Capital requirements of
Company as well as its Subsidiaries, meeting various operational expenditure of the
Company including contingencies |
|
|
Pursuing strategic investments,
alliances, mergers, acquisitions and inorganic growth opportunities |
1193.00 |
630.00 |
Capital expenditure requirements
of Company as well as its Subsidiaries, meeting various capital expenditure of the Company
including contingencies |
|
|
Financing / investing of business
opportunities; |
|
|
General corporate purpose; and |
300.00 |
0 |
Issue related expenses |
7.00 |
6.85 |
The Company has submitted the statement(s) as required under Regulation
32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 to the 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 OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year and the date of this Report other than those disclosed in this Report.
7. DEPOSITS
The Company has not accepted any deposits in terms of Section 2(31)
read with Chapter V of the Companies Act, 2013 and Rule 2(l)(c) of the Companies
(Acceptance of Deposits) Rules, 2014 and as such there are no such 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 paid before 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 their extraordinary general meeting held on December 19, 2024, the
Company has increased its authorized share capital from Rs.2,00,00,000/- divided into
20,00,000 equity shares of Rs.10/- each to Rs.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 equity shares of face value Rs.10 each of the Company,
at a price of Rs.800 per Equity Share (including share premium 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 debentures during 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 Remuneration Committee/Compensation Committee, in its meeting held on
August 7, 2025 has approved EYANTRA VENTURES LIMITED EMPLOYEE STOCK OPTION SCHEME 2025, in
accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat 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, aligning
employees' personal goals with corporate objectives through share-based schemes.
EYANTRA VENTURES LIMITED-EMPLOYEE STOCK OPTION SCHEME 2025 is
recommended to the members of the 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 associate companies except the following:
SUBSIDIARY COMPANIES
(a) Prismberry Technologies Private Limited
During the financial year 2023-24, Prismberry Technologies Private
Limited has become Wholly Owned Subsidiary of the Company with effect from August 23,
2023. Prismberry Technologies Private Limited 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 F2E, a Wholly Owned Subsidiary on July 8, 2024 as a Free Zone Company with
Limited Liability, in accordance with the Companies Rules and Regulations applicable in
the Free Zones Authority in the Emirate of Ajman.
The subsidiary did not commence any business or conducted any
operations, transactions or activities during the Financial Year 2024-25. EYANTRA VENTURES
FZE is not a material subsidiary of the Company.
(c) EYANTRA VENTURES INC
The Company has incorporated a wholly owned subsidiary, EYANTRA
VENTURES INC on May 8, 2025 in the State of Delaware
There is no bank account had been opened by EYANTRA VENTURES INC as on
the date, since its incorporation and as of the date of this Report, EYANTRA VENTURES INC
had not commenced any business or conducted any operations, transactions or activities.
ASSOCIATE COMPANY:
During the financial year, the Company made an investment in Ncuro and
Spine Associates Private Limited by way of subscribing 31,500 equity shares of face value
of 10/- each constituting of 38.65% of the total equity capital of Neuro and Spine
Associates Private Limited and accordingly, it became an associate Company. This
investment will help the Company in achieving inorganic growth and gives opportunity to
enter new segment of business, which will benefit all the stakeholders associated with the
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 Limited became 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 Subsidiary companies/Associate companies/Joint
ventures is detailed in Form AOC-1 and is annexed as Annexure I to this Report.
In accordance with the provisions of the Companies Act, 2013 and the
rules framed thereunder, the Balance Sheet, Statement of Profit and Loss, and other
documents of the subsidiary companies are available 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 Indian Accounting Standards (Ind AS) 110 specified in the Companies
(Indian Accounting Standards) Rules, 2015 and as per the provisions of the Companies Act,
2013. The Company has placed separately, the audited accounts of 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 registered office 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, 3rd Floor, 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 strong financial acumen. They bring strategic insight,
leadership, and commitment, dedicating sufficient time to board meetings. We recognize the
importance of a diverse board in driving success, leveraging differences 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 Directors are Independent Directors. Mrs. Vinita Raj Narayanam
is the Chairperson of the Board. The composition of the Directorate is in conformity with
the relevant provisions of the Companies Act, 2013 and Regulation 17 of the Securities and
Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations
2015.
Our Directors bring extensive expertise in corporate management,
strategy, finance, information technology, and other relevant fields, enabling them to
contribute effectively to the Company's growth and 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 groupthink, drive innovation, and make
informed choices.
Enhanced problem-solving: Diverse boards tackle complex problems
more effectively by leveraging varied backgrounds and experiences. Multiple perspectives
lead to enhanced problem-solving, driving better outcomes for the organization.
Improved corporate governance: Diverse boards with varied
skills, knowledge, and experiences provide comprehensive oversight, addressing conflicts,
promoting transparency, and ensuring accountability - ultimately enhancing corporate
governance practices.
Better understanding of customers and markets: Diverse boards
bring valuable insights into India's varied 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 together varied perspectives, fostering openness,
collaboration, and inclusivity. Different viewpoints challenge norms, drive fresh ideas,
and lead to innovative solutions.
Mitigation of biases: Diverse boards can help mitigate
unconscious biases and promote fairness and equity. By ensuring representation from
different genders, ethnicities, age groups, and backgrounds, boards can counterbalance any
inherent biases and ensure a more equitable and inclusive decisionmaking 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 benefits contribute 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 inclusivity and social responsibility, enhancing brand image,
attracting diverse talent, and building stakeholder trust. Benefits include improved
decision-making, governance, innovation, problem-solving, market understanding, and
reputation - driving long-term success and sustainability.
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 benefits contribute to the long-term success 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 the approach to diversity of the Board of Directors. The Policy
is available in the website of the Company website
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 as Chairperson and Managing Director w.e.f. March 4, 2025, pursuant to
resolution passed at the meeting of Board of Directors on January 17, 2025 and special
resolution passed via postal ballot by remote electronic 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 by rotation and being eligible, offered herself for reappointment as
a director liable to retire by rotation was appointed as director of the Company.
b. AGM 2025:
Mrs. Vinita Raj Narayanam (DIN: 09319780) who retires by rotation and
being eligible, offer herself for reappointment as a director liable to retire by rotation
is proposed to be reappointed as director of the Company.
Pursuant to the provisions of Regulation 36 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Secretarial Standards on General Meetings issued by Institute of Company
Secretaries of India, brief particulars of the director proposed to 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 with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the following 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 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
SI No |
Name of the Senior Management
Personnel |
Designation |
1 |
Mr. Koteswara Rao Meduri |
Chief Financial Officer |
2 |
Mrs. Priyanka Gattani |
Company Secretary and Compliance
Officer |
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. Ravi Kumar Kasetty. All the Independent Directors of the Company
have furnished necessary declaration in terms of Section 149(7) of the Companies Act, 2013
and Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 affirming that they meet the criteria of
independence as stipulated under the Companies Act, 2013 and Securities and Exchange 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 experience including the proficiency required to effectively
discharge their roles and responsibilities in directing and guiding the affairs of the
Company.
In terms of Regulation 25(8) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent
Directors have confirmed that they are not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair 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 Independent Directors 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 Obligations and Disclosure Requirements) Regulations, 2015 and
Schedule IV of the Companies Act, 2013, the Company has a structured program for
orientation and training of Directors so as to enable them to understand the nature of the
industry in which the Company operates, business model of the Company and roles, rights,
and responsibilities of Independent Directors.
The Program aims to provide insights into the Company to enable the
Independent Directors to be in a position to take well-informed timely decisions and
contribute significantly to the Company. The Independent Directors of the Company are
given every opportunity to familiarize themselves with the Company, 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 appointment
letter 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 the criteria for reviewing the performance of
the Board, its Committees and individual Directors. The evaluation process of Directors
inter alia considers attendance of the Directors at Board and Committee meetings,
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 Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, to improve the effectiveness of the Board and its
Committees, as well as that of each individual Director, a formal Board review is
undertaken on an annual basis.
The Nomination and Remuneration Committee at their meeting held on
January 17, 2025 had carried out the evaluation of the Board, its Committees, and
Individual Directors on an annual basis and the committee 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 evaluation of the performance of Independent Directors.
The Company believes that the effectiveness of the board is reinforced
by its structures and the processes and procedures it follows. It has in place robust
practices and processes that contribute to the effective and efficient performance of the
board. The processes facilitate and reinforce the roles, responsibilities and authorities
of the board in the governance, management and control of the Company. Board systems and
procedures broadly comprise convening the meetings, contents of the agenda, conducting the
meetings, 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 held periodically. Meetings of the board enable discussions on
matters placed before them and facilitate decision making based on collective judgment of
the board. The Company follows the best practices in convening 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, ? leadership of the Chair, ? meetings frequency and duration, ? succession
planning of the Committee members,
? interaction with management, quality of discussions, ? stay abreast
of novel scientific and technological developments and innovations, ? quality of agenda
and supporting documents, etc.
iii) Individual Directors - ? Attendance in meetings, ? experience and
expertise, ? participation and contribution 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 improving shareholders value, ? understanding of organization's strategy and risk
environment, sufficiently challenges 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 even better 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 of its composition, functioning and contribution.
The evaluation process acknowledged that the Board and Board committees have spent
sufficient time on future business strategies and other longterm and short 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 (Including the Proficiency) of the Independent Directors
appointed during the Year
Considering the requirement of skill sets on the Board, eminent people
having an independent standing in their respective field/profession and who can
effectively contribute to the Company's business and policy decisions are considered by
the Nomination and Remuneration Committee/Compensation Committee 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 the Company's Policy for determining qualifications, positive
attributes and independence of a director. The Committee evaluates the balance of skills,
knowledge and experience on the Board and on the basis of such 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 the capabilities identified in such description. The Board considers
the Committee's recommendation and takes appropriate decision. In the opinion of the
Board, the Independent Directors possess the attributes of 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 accepted by the Board.
A detailed note on the Board and its committees is provided under the
Corporate Governance Report section in this Annual Report. The composition of the
committees and compliances, as per the applicable provisions 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
reference have been discussed in detail in the Corporate Governance Section of the Annual
Report. |
Nomination and Remuneration
Committee/ Compensation Committee |
a) Mr. Peush Jain (C)
b) Mr. Ravi Kumar Kasetty (M)
c) Mrs. Anjana Ramesh Thakker (M) |
Stakeholders Relationship
Committee |
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 and strategy apart from other Board matters. The Company has
conducted Ten (10) Board meetings during the financial year under review. The intervening
gap between any two meetings was within the period prescribed by the Companies Act, 2013
and Securities and Exchange Board of India (Listing Obligations and 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 on
Corporate Governance.
N) Independent Directors7 Meeting
Terms of Schedule IV of the Companies Act, 2013 and Regulation 25 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandate that the Independent Directors of the Company
shall hold at least one meeting in a year, without the attendance of 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 the Board, it is important for the Independent
Directors to have meetings without the presence of the executive management.
During the year under review, Independent Directors met one time
without the presence of non-independent Directors and other members of the Management. The
Company is ready to facilitate more such sessions as and when required by the Independent
Directors. During this meeting, the Independent Directors reviewed the performance of the
Company, the Chairman, Board and the quality of information given to the Board were also
discussed.
O) Training of Independent Directors
The Independent Directors are familiarized with Roles, Rights,
Responsibilities & Duties of Independent Directors, 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 the Companies Act, 2013 and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, and formal letter of
appointment are issued to the Independent Directors. As required by Regulation 46 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the terms and conditions of their appointment have been 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, as per 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 1000 listed 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 or disqualified from being appointed or continuing as
Directors of Companies as per the Securities and Exchange Board of India, Reserve Bank of
India, Ministry of Corporate Affairs or any such other Statutory Authority.
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 Board of 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 hereby report that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any;
b) appropriate accounting policies have been selected and applied
consistently. Judgement and estimates which are reasonable and prudent have been made so
as to give a true and fair view of the state of affairs of the Company as at the end of
the financial year and of the profit of the Company for the year;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company 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 such internal 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 within the Company, in an endeavor to introduce new
perspectives while maintaining experience and continuity. Additionally, promoting Senior
Management within the organization motivates and fuels the ambitions of the talent force
to earn future leadership roles. The Board of Directors has adopted the Policy 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 the Company by the members of the Company for the period
of 5 years from the conclusion of 37th Annual General Meeting till the
conclusion of 42nd Annual General Meeting. The Auditors have confirmed that
they have subjected themselves to the peer review process of Institute of Chartered
Accountants of India and hold valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India.
Comments on Auditors Report
M/s. P R S V & Co. LLP., Chartered Accountants, Hyderabad, have
issued the Auditors' Report for Financial Year 2024-25. The Auditor's Report being
self-explanatory do not call for any further comments and does not contain any
qualification, reservation or adverse remark. The Auditors' Report is enclosed with the
standalone 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 cost auditor 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 have appointed Mr. Vivek Surana, Practicing Company
Secretary representing M/s. Vivek Surana & Associates, Hyderabad (Firm Registration
Number S2014TL278800) (Peer Review Certificate No.: 1809/2022) as a Secretarial 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 in Annexure-ll and forms an integral part of the Board's
Report. There has been no qualification, reservation or adverse remark in their Report.
Further, in compliance with Regulation 24A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Annual Secretarial Compliance Report issued by the Secretarial Auditor, has been
submitted to the stock exchange within the statutory timelines.
Further, Mr. Chander Prakash Karwa, Practicing Company Secretary,
representing m/sKCP & Associates (Peer Review Cer. No.: 5092/2023) have undertaken a
Secretarial Audit of the Company's material subsidiaries viz. Prismberry Technologies
Private Limited for the financial year 2024-25.
The Audit report confirms that the material subsidiaries have complied
with the provisions of the Companies 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 the Secretarial Audit are given as Annexure III to
this report.
Further, pursuant to the provisions of Regulation 24A (1) & other
applicable provisions of the Securities and Exchange Board of India (Listing Obligations
and Disclosures Requirements) Regulations 2015, the provisions of Section 204 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, based on the consent received from Mr. Vivek Surana, Practicing
Company Secretary representing M/s. Vivek Surana & Associates, Hyderabad (Firm
Registration Number S2014TL278800) (Peer Review Certificate No.: 1809/2022) and on the
recommendation of the Audit Committee, the Board of Directors has approved the appointment
of Secretarial Auditor for a term of 5 (Five) consecutive years, from the financial year
2025-26 till the financial year 2029-30 subject to the approval of the members at the
ensuing Annual General Meeting of the Company. A detailed proposal for appointment of
Secretarial auditor forms part of the Notice convening this AGM.
D) Internal Auditor
M/s. S K S M & Associates, Chartered Accountants, were appointed as
an Internal Auditor of the Company for the Financial Year 2024-25 in the Board meeting
held on January 25, 2024 to reports to the Audit Committee about the adequacy and
effectiveness of the internal control system of the Company. The recommendations of the
internal auditor on improvements required in the procedures and control systems 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 of organizations across various sectors. Internal audit
refers to the independent and objective examination of an organization's activities,
processes, and controls to assess their adequacy, reliability, and compliance with
relevant laws, regulations, and internal policies. The primary objective of internal audit
is to provide assurance to management and stakeholders that risks are identified, managed,
and mitigated appropriately.
Internal audit encompasses a wide range of activities, including
evaluating the effectiveness of internal controls, identifying areas of improvement,
assessing operational efficiency, detecting fraud and irregularities, and ensuring
compliance with legal and regulatory requirements. By conducting regular audits, 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 by management to safeguard assets, ensure accurate financial
reporting, and promote operational efficiency. These control systems aim to mitigate risks
and provide reasonable assurance that the organization's objectives are achieved.
The internal audit function is responsible for evaluating the design
and effectiveness of these control systems. Internal auditors assess whether the controls
are properly designed to mitigate risks and whether they are operating effectively in
practice. They conduct tests and reviews to identify control gaps, weaknesses, or
deviations from established policies and procedures. Based on their findings, they provide
recommendations to management for enhancing controls and improving processes, thus helping
the organization operate in a more efficient and risk-aware manner.
Effective internal audit and control systems contribute to better
governance, risk management, and internal controls within an organization. They provide
management and stakeholders with confidence that risks are managed appropriately,
financial information is reliable, and operations are conducted with integrity. By
continuously monitoring and evaluating controls, internal audit helps organizations stay
ahead of emerging risks, adapt to changing business environments, and enhance overall
performance and accountability.
The Company has an Audit Committee consisting of Two Independent
Directors and one Non-Executive Director. The Audit Committee of the Board of Directors
and Statutory Auditors are periodically apprised of the internal audit findings and
corrective actions taken. The Audit Committee of the Board of Directors reviews the
adequacy and effectiveness of internal control system and suggests improvements if any for
strengthening them.
17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER 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 proviso of section 143(12) of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) for the time being in force.
18. CEO & CFO CERTIFICATION
Mrs. Vinita Raj Narayanam, Chairperson and Managing Director and Mr.
Koteswara Rao Meduri, Chief Financial Officer of the Company have given annual
certification on financial reporting and internal controls to the Board in terms of
Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the same forms part of this Annual Report.
Mrs. Vinita Raj Narayanam, Chairperson and Managing Director and Mr. Koteswara Rao Meduri,
Chief Financial Officer of the Company also give quarterly certification on financial
results while placing the financial results before the Board in terms of Regulation
33(2)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
19. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on Directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes, independence of a
Director and other matters are adopted as per the provisions of the Companies Act, 2013
and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The remuneration paid to the Directors is as per the
terms laid out in the Nomination and Remuneration Policy of the Company. The Nomination
and Remuneration Policy as 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 Persons and their Immediate Relatives pursuant the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of
Conduct also includes code of practices and procedures for fair disclosure of unpublished
price sensitive information and has been made available on the Company's website at
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 with Section 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 to conduct the
affairs of the Company in a fair and transparent manner by adopting the highest standards
of professionalism, honesty, integrity and ethical behavior.
A mechanism has been established for employees and other stakeholders
to report their concerns about unethical behaviour, actual or suspected fraud or violation
of the Code of Conduct and Ethics, and leak of price-sensitive information under the
Company's Code of Conduct formulated for regulating, monitoring, and reporting 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 the
victimization of employees who avail the mechanism and allows direct access to the
Chairman of the Audit Committee. 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 the Company'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 AND REDRESSAL) ACT, 2013
The Company has adopted zero tolerance for sexual harassment at the
workplace and has formulated a policy on prevention, prohibition, and redressal of sexual
harassment at the workplace in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules 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 the provisions of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
There wereno cases filed pursuant to the Sexual Harassment of Women at 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: Nil No. of
complaints filed during the financial year: Nil No. of complaints disposed during the
financial year: Nil No. of complaints pending at the end of financial year: Nil
24. COMPLAINCES UNDER THE MATERNITY BENEFIT ACT, 1961
Our Company is fully compliant with the Maternity Benefit Act, 1961,
ensuring that our employees receive the 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 has adopted various policies and the
following policies are uploaded on the website of the Company. Some internal policies are
available on the intranet platform of the Company. The policies are reviewed periodically
by the Board/Committee and updated based on need and new compliance requirements.
Name of the policy |
Brief description |
Web link |
Vigil Mechanism /
Whistle Blower Policy |
The Company has
adopted the whistle-blower mechanism for directors and employees to report concerns about
unethical behavior, actual or suspected fraud, or violation of the Company's code of
conduct and ethics. It also provides for adequate safeguards against victimization of
employees who availed the mechanism and also provides for direct access to the Chairperson
of the Audit Committee. |
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Code of Practices
and Procedures for Fair Disclosure of Unpublished Price Sensitive Information |
The Company has
adopted a Code of Conduct to Regulate, Monitor & Report Trading by Insiders and Code
of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
as per the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulation 2015, with a view to regulate trading in securities by the Directors and
Designated Persons while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed and other
certain situations. |
Nomination and
Remuneration Policy |
This policy
formulates the criteria for determining qualifications, competencies, positive attributes
and independence for the appointment of a director (executive / non-executive) and also
the criteria for determining the remuneration of the directors, key managerial personnel
and senior management of the Company |
|
Policy for
Determining Material Subsidiaries |
The policy is used to
determine the material subsidiaries and material non - listed Indian subsidiaries of the
Company and to provide the governance framework for them. |
|
Policy on Materiality
of and Dealing with Related Party Transactions |
The policy regulates
all transactions between the Company and its related parties |
|
Policy on
Preservation of Documents |
The policy deals with
the preservation of corporate records of the Company |
|
Policy on Archival of
Documents |
The policy deals with
the retention and archival of corporate records of the Company |
|
Policy on
Determination of Materiality of Event |
The Policy is to
determine materiality of events or information relating to the Company and to ensure |
|
|
timely and accurate
disclosure on all material matters concerning the Company. |
|
Risk Management Policy and
Procedures |
This policy sets out
the objectives and accountabilities for the management of risk within the Company such
that it is structured, consistent and effective |
|
Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons and their Immediate Relatives |
This code Regulates
any kind of Insider Trading by designated persons |
|
Policy on Prevention of Sexual
Harassment |
The policy aims at
providing a safe work environment for women at workplace |
|
26. RISK MANAGEMENT
Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation
17(9) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has formulated and adopted a Policy on Risk
Management and Procedure. The Risk Management policy of the Company outlines a framework
for identification of internal and external risks specifically faced by the Company, in
particular including financial, operational, sectoral, information, cyber security risks,
or any other risk as may be determined by the Committee; measures for risk mitigation
including systems and processes for internal control of identified risks; and Business
continuity plan. Risk is an integral part of the Company's business, and sound risk
management is critical to the success of the organization. The Company has adequate
internal financial control systems and procedures to combat the risk. The risk management
procedure is reviewed by the Audit Committee and Board of Directors on a regular basis at
the time of review of the quarterly financial results of the Company.
The Company has in place a Risk Management framework to identify,
evaluate business risks and challenges across 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 business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis. The Company's internal control encompasses various managements systems,
structures of organization, standard and code of conduct which all put together help in
managing the risks associated with the Company.
During the year under review, there are no risks which in the opinion
of the Board that threaten the existence of the Company. However, some of the risks which
may pose challenges are set out in the Management Discussion 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 to the 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 the operations, to effectively provide for safety of its assets,
reliability of financial transactions with adequate checks and balances, adherence to
applicable statues, accounting policies, approval procedures and to ensure optimum use of
available resources. These systems are reviewed and improved on a regular basis. It has a
comprehensive budgetary control system to monitor revenue and expenditure against approved
budget on an ongoing basis.
The Company has an internal auditor to assess the adequacy and
effectiveness of the Internal Controls and System across all key processes covering
various locations. Audit Observations along with recommendations and its implementations
are reviewed by the Audit Committee and concerns, if any, are reported to the Board.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details pertaining to loans given, guarantees or securities
provided or investments made by the Company under Section 186 of the Companies Act, 2013
during the year under review is forming part of the notes to the 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 and Dealing with Related Party Transactions
of the Company during the financial year ended March 31, 2025 in prescribed Form AOC-2 is
annexed to this Board's Report as Annexure-IV. Further there are no materially significant
related party transactions during the year under review with Promoters, Directors, Key
Managerial Personnel's and their relatives, which may have potential conflict with
interest of the Company at large. The related party transactions were placed before the
audit committee and also to the Board at their respective meetings for approval. All
related party transactions entered during the year were in the ordinary course of business
and at arm's length basis. Details of the related party transactions during the year are
part of the financial 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 Materiality of and Dealing with Related
Party Transactions, which is also available on the Company's website at
https://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 and Outgo 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.
32. ANNUAL RETURN
The Annual Return of the Company for the financial year 2024-25 as
required under Section 92(3) and 134(3)(a) of the Companies Act, 2013 is available on the
website of the Company and can be accessed on the Company'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 and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented in a 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 and Disclosure Requirements) Regulations, 2015 and based on
the Audited Financial Statements for the financial year 2023-24, the Paid-up Capital and
Net worth of the Company didn't exceeded rupees 10 Crore and rupees 25 Crore,
respectively.
During the year under review, on January 17, 2025, the Net Worth of the
Company exceeded Rs. 25 Crore and in accordance with the aforesaid regulation, the Company
is required to ensure compliance with the relevant 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 of the Integrated Filing (Governance) for the quarter
ended March 31, 2025, underscoring its commitment to maintaining the highest standards of
Corporate Governance.
Accordingly, a separate report on Corporate Governance standards
followed by the Company, as stipulated under Schedule V(C) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
enclosed as a separate section forming part of this report. The certificate from Mr. Vivek
Surana, Practicing Company Secretary representing M/s. Vivek Surana & Associates,
Hyderabad (Firm Registration Number S2014TL278800) with regard to compliance of conditions
of corporate governance as stipulated under Schedule V Part E of the Securities and
Exchange Board of India (Listing Obligations 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 and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is not applicable to 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 Ministry of Corporate Affairs' notification of the Companies
(Indian Accounting Standards) Rules, 2015. The standalone and consolidated financial
statements of the Company, forming part of the Annual Report, have been prepared and
presented in accordance with all the material aspects of the Indian Accounting Standards
as 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 Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended and relevant amendment rules issued thereafter
and guidelines issued by the Securities Exchange Board of India . There was no revision of
Financial Statements (Standalone & Consolidated) and Board Reports during the year
under 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 1 and 2, relating to the 'Meetings of the Board of
Directors' and 'General Meetings', respectively as issued by the 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 under Section 197(12) of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration 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, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is open for inspection at the Registered
Office of the Company during business hours on all working days of the 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 at cs@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 the unclaimed 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 AND BANKRUPTCY CODE, 2016 DURING THE YEAR
No applications have been made and no proceedings are pending against
the Company under the Insolvency and Bankruptcy Code, 2016.
42. DETAILS OF DIFFERENCE BETWEEN 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
The disclosure under this clause is not applicable as the Company has
not undertaken any one-time settlement 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 going concern 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 all areas of business. The company ensures that it provides a
harmonious and cordial working environment to all its employees. To ensure good human
resources management, the Company focused on all aspects of the employee lifecycle. This
provides holistic experience for the employee as well. During their tenure at the Company,
employees are motivated through various skill- development programs, engagement and
volunteering programs.
The Company has put in continued efforts in building capabilities of
Human Resources with adoption of specific and targeted interventions. The Company has a
structured induction process at all locations and management development programs to
upgrade skills of managers. Objective appraisal systems based on Key Result Areas are in
place for all employees.
The Company is committed to nurture, enhance and retain talent through
superior Learning & Organizational Development.
46. INVESTOR RELATIONSHIP
Investor relations is a critical function within a company that focuses
on building and maintaining relationships with its investors and stakeholders. It serves
as the bridge between the Company's management team and its shareholders, analysts, and
the broader investment community. The primary goal of 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 and its 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 productive relationships with their investors and the broader
investment community and also contribute to enhancing the 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 the management 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 Registration
Number 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 issued and listed capital. In this regard, the certificate
is submitted to BSE Limited and is also placed before the Board of Directors.
49. ACKNOWLEDGEMENTS
Your directors are grateful for the invaluable contribution made by the
employees and are encouraged by the support of the customers, business associates, and
banks . The Directors deeply appreciate their faith in the Company and remain thankful to
them. The Board shall always strive to meet the expectations ofall the stakeholders.
For and on behalf of the Board of Directors of eYantra 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 |
|