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Eyantra Ventures Ltd			Industry : Trading


BSE Code:	512099	NSE Symbol:	Not Listed	P/E(TTM):	318.12

ISIN Demat:	INE750G01019	Div & Yield %:	0	EPS(TTM):	3.03

Book Value(Rs):	62.1316386	Market Cap ( Cr.):	175.37	Face Value(Rs):	10

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Dear Members,

Your Directors are pleased to present the 38^th Annual Report of your Company together with the audited accounts for the financial year ended March 31, 2023.

FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31^stMarch, 2023 has been as under:

(Rs. In Lakhs)

Particulars	2022-23	2021-22
Revenue from operations	497.05	158.21
Other income	0.05	1.38
Profit/loss before Depreciation, Finance Costs,	67.62	4.22
Exceptional items and Tax Expense	15.15	0.00
Less: Depreciation/ Amortisation/ Impairment	0	0
Profit /loss before Finance Costs, Exceptional items and	52.47	4.22
Tax Expense
Less: Finance Costs	0	0
Profit /loss before Exceptional items and Tax Expense	52.47	4.22
Add/(less): Exceptional items	0	0
Profit /loss before Tax Expense	67.62	4.22
Less: Tax Expense (Current & Deferred)	15.15	0.22
Profit /loss for the year (1)	52.47	4.22
Total Comprehensive Income/loss (2)	0	0
Total (1+2)	52.47	4.22
Balance of profit /loss for earlier years	130.62	126.40
Less: Transfer to Reserves	0	0
Less: Dividend paid on Equity Shares	0	0

TRANSFER TO RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not transferd any amount to general reserves account of the company during the year under review.

REVIEW OF OPERATIONS AND COMPANIES STATE OF AFFAIRS:

The total revenue of the Company for the financial year under review was Rs.497.05 Lakhs as against Rs. 158.21 Lakhs for the previous financial year. The company recorded a net profit of Rs. 52.47 Lakhs for the financial year 2022-23 as against the net profit of Rs. 4.22 lakhs for the previous year.

The information on Company's affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing

Obligations and Disclosure Requirements) regulations, 2015 (Listing Regulation) and forms part of this Report.

DIVIDEND:

Your Directors decided not to declare dividend for the Financial Year 2022-23.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the financial year 2022-23, no significant change has taken place which could have an impact over the financial position of the Company. Further, except those disclosed in this Directors Report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e., 31^st March, 2023 and the date of this Report.

DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposit within the meaning of Section 73,74 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Further no amount was received from a person who, at the time of the receipt of the amount, was a director of the company or a relative of the director of the Private company.

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2023, there has been no non-compliance with the requirements of the Companies Act, 2013.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits. The Company complied with this requirement as and when applicable within the prescribed timelines.

SUBSIDIARIES /JOINT VENTURES:

During the year under review the company does not have any Subsidiaries / Joint Ventures.

Subsequent to March 31, 2023 Prismberry Technology Pvt. Ltd., become wholly owned subsidiary of the Company w.e.f. August 23, 2023

SHARE CAPITAL

Authorised and paid-up capital of the Company:

Pursuant to a resolution passed by our Board of Directors at their meeting dated October 04, 2022 and the Shareholders at their extraordinary general meeting dated October 28, 2022, the Company has increased its authorized share capital from Rs. 25,00,000/- to Rs. 2,00,00,000/-.

The Authorized Share Capital of your Company is Rs. 2,00,00,000 (Rupees Two Crore only) divided into 20,00,000 (Twenty Lakh) Equity shares of the face value of Rupees.10/- each as on 31^st March 2023

And the paid-up share capital of the company is Rs. 1,44,00,000/- (Rupees One Crore Forty Four Lakh only) divided into 14,40,000 (Fourteen Lakh and Forty Thousand) Equity Shares of the face value of Rupees.10/- each fully paid up as on 31^st March 2023.

Further issue of share capital:

On November 10, 2022, the Board of Directors of the Company had allotted 12,00,000 bonus equity shares of face value Rs. 10/- each to the shareholders in the ratio of 5 (Five) fully paid bonus Equity Shares for every 1 (One) existing Equity Shares, in accordance with the provisions of Companies Act and other applicable provisions, if any.

As a result, paid up share capital of the Company has been increased from Rs. 24,00,000/- to Rs. 1,44,00,000/-.

During the year under review, the Company has neither issued any shares with differential voting rights, nor has bought back any of its shares. It has also not issued any sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Subsequent to March 31, 2023, the Board of Directors and shareholders of the Company in its/their meeting held on June 27, 2023 and July 24, 2023 respectively, have approved the followings:

• Issue of 2,04,375 equity shares on preferential basis for consideration in cash

• To consider and approve issue of 1,75,000 equity shares on preferential basis for consideration other than cash.

Further, Preferential issue for consideration other than cash was for swap of shares from the existing shareholders of Prismberry Technologies Private Limited ("PTPL" or "Target Company") towards payment of the total consideration payable for the acquisition of 10,000 Equity Shares representing 100% shareholding of PTPL on a preferential basis by issuing of 1,75,000 (One Lac Seventy Five Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each of the Company.

On August 23, 2023, the Board of Directors of the Company had allotted 2,04,375 equity shares of face value Rs. 10/- each to the proposed allottee for cash and 1,75,000 shares equity shares of face value Rs. 10/- each to the proposed allottee for consideration other than cash in accordance with the provisions of Companies Act, 2013, SEBI (ICDR) Regulation, 2018 and other provisions of the applicable laws, if any.

Subsequent to the aforesaid allotment the paid-up capital of the Company has been increased to Rs. 1,81 93 , ,750/-.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2023, Board consists of one (1) Executive Directors, One (1) Non Executive Non Independent Director and Two (2) Independent Directors. The constitution of the Board of the Company is in accordance with Section 149 of the Companies Act and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Diversity:

The Company has a truly diverse Board that includes and makes good use of diversity in the skills, regional and industry experience, background, race, gender, ethnicity and other distinctions among directors. This diversity is considered in determining the optimum composition of the Board. All Board appointments are made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective.

Appointment & Cessation of Directors & KMP

During the year under review following changes occurred in the Directors & KMP of the Company:

Subsequent to the acquisition of the Company through Open Offer, management of the Company was substituted. Therefore, the following Directors were appointed in Board Meeting held on 04.03.2022 and were regularised in the Extra-ordinary General Meeting held on 31.05.2022.

S. No Name	Designation	Date of Regularisation
1. Ms. Vinita Raj Narayanam	Managing Director	31.05.2022
2. Ms. Anjana Ramesh Thakker	Non- Executive Director	31.05.2022
3. Mr. Suryaprakasa Rao Bommisetti	Independent Director	31.05.2022
4. Ms. Aakanksha	Independent Director	31.05.2022

• Mrs. Priyanka Gattani was appointed as the Company Secretary and Compliance Officer of the Company with effect from 01.06.2022.

• Mr. Koteswara Rao Meduri was appointed as the Chief Financial Officer of the Company with effect from 07.09.2022.

• Mr. Suryaprakasa Rao Bommisetti (DIN: 08089189) has resigned from the post of Independent Director of the Company w.e.f. 22.11.2022.

• The Company in its Board Meeting held on 27.12.2022 has appointed Mr. Manoj Yadav (DIN: 02008659) and Mr. Peush Jain (DIN: 07191718) as Additional Director (Non-Executive, Independent Director) of the Company

• Ms. Aakanksha (DIN: 08792778) has resigned from the post of Independent Director of the Company w.e.f. 27.12.2022.

• The shareholders of the Company has approved the appointment of Mr. Manoj Yadav (DIN: 02008659) and Mr. Peush Jain (DIN: 07191718) as Independent Director of the Company in their Extraordinary General Meeting held on 27.02.2023.

• The Company in its Board Meeting held on 14.03.2023 has appointed Mr. Ravi Kumar Kasetty (DIN: 07189407) as Additional Director (Non-Executive, Independent Director) of the Company.

• Mr. Manoj Yadav (DIN: 02008659) has resigned from the post of Independent Director of the Company w.e.f. 14.03.2023.

• The shareholder of the Company has approved the appointment of Mr. Ravi Kumar Kasetty (DIN: 07189407) as Non -Executive, Independent Director of the Company in its Extra Ordinary General Meeting held on 12.06.2023. The Board places on record its sincere appreciation for the services rendered by the resigning directors/officer's during their association with the Company. Except as stated above, there have been no other changes in the composition of the Board during the year under review.

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2023.

Sl. No. Name of KMP	Designation
1 Mrs. Vinita Raj Narayanm	Managing Director
2 Mr. Koteswara Rao Meduri	Chief Financial Officer
3 Mrs. Priyanka Gattani	Company Secretary and Compliance Officer

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Vinita Raj Narayanam, will retire by rotation at the ensuing Annual General Meeting and being eligible offered herself for reappointment. Brief profile of Mrs. Vinita Raj Narayanam and other related information is detailed in the Notice convening the 38^th AGM of your Company. The Board recommends the same to the shareholders for their approval at the forthcoming AGM.

On the basis of the written representations received from the directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, and are also not debarred by SEBI or any other Statutory authority for holding office of a Director.

COMMITTEES OF BOARD OF DIRECTORS:

The Board of Directors of your Company has formed various Committees, as per the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The various committees of the Board, are as provided hereunder,

I. Audit Committee

II. Stakeholders Relationship Committee

III. Nomination and Remuneration Committee

The details of all the Committees along with their charters, composition and meetings held during the year, are provided hereunder.

During the year under review all the recommendation made by all the Committees were approved by Board of Directors.

(I). AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

A. Brief Description of Terms of Reference:

The terms of reference of the Audit Committee encompasses the requirements of Section 177 of Companies Act, 2013 and as per Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and, inter alia, includes:

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommending the appointment, remuneration and terms of appointment, fixation of audit fee and approval for payment for any other services;

3. approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Review with the management, the annual financial statements and Auditor's Report before submission to the Board with particular reference to;

(a) Matters required to be included in the directors' responsibility statement to be included in the

board's report in terms of clause (c) of sub-section (3) of Section 134 of the Act;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions;

(g) Modified opinion(s) in the draft audit report;

5. Review of the quarterly financial statements with the management before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Review and monitor auditor's independence and performance and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Review with the management, statutory auditors and the internal auditors about the nature and scope of audits and of the adequacy of internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;

14. discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for any substantial defaults in payment to the depositors, debenture-holders, shareholders (in case of non-payment of declared dividend) and creditors, if any;

18. Review the functioning of the whistle blower mechanism;

19. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate.

20. Carrying out any other function as may be required / mandated as per the provisions of the

Companies Act, 2013, Listing Regulation and/or any other applicable laws;.

21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders.

23. Mandatorily review of the following information:

(i) Management discussion and analysis of financial condition and results of operations;

(ii) Management letters / letters of internal control weaknesses issued by the statutory auditors;

(iii) Internal audit reports relating to internal control weaknesses;

(iv) The appointment, removal and terms of remuneration of the Chief Internal Auditor;

(v) Statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

(b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7)

24. Authority to review / investigate into any matter covered by Section 177 of the Companies Act,

2013.

B. Composition and other details of Audit Committee:

The Audit Committee comprises of three Non-Executive Directors, majority of them are independent directors. The heads of finance & accounts, internal auditors and the representative of the statutory auditors are permanent invitees to the meetings of the Audit Committee where the financial results are considered. The Company Secretary is the Secretary to the Committee. The minutes of Audit Committee meetings are placed at every Board meeting for its perusal and noting. During the year under review, all the recommendations of the Audit committee were accepted by the Board.

The Audit Committee was reconstituted in the Board Meeting held on 27.12.2022 due to resignation of committee members Mr. Suryaprakasa Rao Bommisetti and Ms. Akankasha as follow:

S. No. Name of Audit Committee Members	Designation
2 Mr. Peush Jain	Chairman
3 Mr. Manoj Yadav	Member
5 Mrs. Anjana Ramesh Thakker	Member

Further the Audit Committee was reconstituted in the Board Meeting held on 14.03.2023 due to resignation of committee member Mr. Manoj Yadav as follow:

S. No. Name of Audit Committee Members	Designation
2 Mr. Peush Jain	Chairman
3 Mr. Ravi Kumar Kasetty	Member
5 Mrs. Anjana Ramesh Thakker	Member

There were Seven (7) Audit Committee Meetings held during the year on 30.05.2022, 10.08.2022, 07.09.2022, 04.10.2022, 03.11.2022, 27.01.2023 and 29.03.2023.

The attendance at the Audit Committee meetings during the financial year 2022-23 is as under:

Name	Designation	Category	Number of meetings during the year 2022-23
			Held^&	Present
Mr. Suryaprakasa Rao Bommisetti*	Chairman	Non-Executive, Independent Director	5	5
Mr. Peush Jain^$	Chairman	Non-Executive, Independent Director	2	2
Ms. Aakanksha*	Member	Non-Executive, Independent Director	5	5
Ms. Anjana Ramesh Thakker	Member	Non-Executive Director	7	7
Mr. Ravi Kumar Kasetty^@	Member	Non-Executive, Independent Director	1	-
Mr. Manoj Yadav^#	Member	Non-Executive, Independent Director	1	-

* Mr. Suryaprakasa Rao Bommisetti and Ms. Akankasha resigned w.e.f. 22.11.2022 & 27.12.2022 respectively. $ Mr. Peush Jain appointed as independent Director w.e.f. 27.12.2022. @ Mr. Ravi Kumar Kasetty appointed as Independent Director w.e.f. 14.03.2023 # Mr. Manoj Yadav appointed as Independent Director w.e.f. 27.12.2022 and resigned w.e.f. 14.03.2023. & Meeting held during the tenure of Member in the Company.

(II). NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

The terms of reference of the Nomination and Remuneration committee constituted in terms of Section 178 of Companies Act, 2013 and as per Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:

A. Brief Description of Terms of Reference

1. To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.

2. The Nomination and Remuneration Committee shall, while formulating the policy should ensure that—

(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

3. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate 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. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates.

4. To formulate the criteria for evaluation of Independent Directors and the Board of Directors.

5. devising a policy on diversity of board of directors;

6. Extending or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

7. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and removal.

8. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

9. Recommend to the board, all remuneration, in whatever form, payable to senior management.

10. Carrying out any other function as is mandated by the Board from time to time and / or enforced/ mandated by any statutory notification, amendment or modification, as may be applicable;

11. Performing such other functions as may be necessary or appropriate for the performance of its duties as prescribed under applicable laws;

12. Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time.

B. Composition and other details of Nomination and Remuneration Committee.

The composition of the Nomination and Remuneration Committee comprises of Three Non-Executive Directors. Out of all two of them are independent directors and one is non-executive Director.

The Nomination and Remuneration Committee was reconstituted in the Board Meeting held on 27.12.2022 due to resignation of committee members Mr. Suryaprakasa Rao Bommisetti and Ms. Akankasha as follow:

S. No.Name of Audit Committee Members	Designation
2 Mr. Peush Jain	Chairman
3 Mr. Manoj Yadav	Member
5 Mrs. Anjana Ramesh Thakker	Member

Further the Nomination and Remuneration Committee was reconstituted in the Board Meeting held on 14.03.2023 due to resignation of committee member Mr. Manoj Yadav as follow:

S. No. Name of Audit Committee Members	Designation
2 Mr. Peush Jain	Chairman
3 Mr. Ravi Kumar Kasetty	Member
5 Mrs. Anjana Ramesh Thakker	Member

There were Five (5) Nomination and Remuneration Committee Meeting held during the financial year on 30.05.2022, 07.09.2022, 27.12.2022, 14.03.2023 and 29.03.2023.

The attendance at the Committee meetings during the financial year 2022-23 is as under:

Name	Designation	Category	Number of meetings during the year 2022-23
			Held^&	Present
Mr. Suryaprakasa Rao Bommisetti*	Chairman	Non-Executive, Independent Director	2	2
Mr. Peush Jain^$	Chairman	Non-Executive, Independent Director	2	2
Ms. Aakanksha*	Member	Non-Executive, Independent Director	3	3
Ms. Anjana Ramesh Thakker	Member	Non-Executive Director	5	5
Mr. Ravi Kumar Kasetty^@	Member	Non-Executive, Independent Director	1	-
Mr. Manoj Yadav^#	Member	Non-Executive, Independent Director	1	1

C. NOMINATION AND REMUNERATION POLICY:

In compliance with the provisions of Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors in its meeting held on August 8, 2023 had revised a Nomination and Remuneration Policy (the Policy) for selection and appointment of Directors, Key Managerial Personnel, Senior management and their remuneration. The Company affirms that the remuneration paid is as per Nomination and Remuneration Policy of the Company. The said Policy is available on the website of the Company at www.eyantraventures.com.

The Policy is divided into 3 Parts:

Part A covers the matters to be dealt with and recommended by the Committee to the Board

Part B Appointment and removal of the Directors, Key managerial Personnel and Senior Management

Part C Policy relating to the Remuneration for the Whole-time Director, KMP and Senior Management

Part A: Matters to be dealt with and recommended by the Committee to the Board

1. Identify persons who are qualified to become directors and who may be appointed in Senior Management of the Company including KMP in accordance with the criteria laid down in this Policy.

2. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a Policy, relating to remuneration of the Directors, KMP, Senior Management and other employees of the Company.

3. Formulation of criteria for evaluation of independent directors and the Board. For every appointment of an independent director, the Committee shall evaluate 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. For the purpose of identifying suitable candidates, the Committee may: a. use the services of external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates

4. Devising a policy on Board diversity.

5. Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

6. Administering, monitoring and formulating detailed terms and conditions of the Company's ESOP plan.

7. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment, or modification, as may be applicable.

8. To perform such other functions as may be necessary or appropriate for the performance of its duties.

PART B: Appointment and removal of the Directors, Key managerial Personnel and Senior Management

Appointment criteria and qualifications

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment

2. The person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient and satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Managing Director, Manager or Whole-time Director who is below the age of twenty one years or has attained the age of seventy years. Provided that the appointment of a person who has attained the age of seventy years or term of such person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years in accordance with applicable law.

4. At the time of appointment of a Director it should be ensured that number of Boards on which such Director serves as a Director, including an alternate directorship, is restricted to twenty companies (including not more than ten public companies).

5. No independent director, who resigns from a listed entity, shall be appointed as an executive / whole time director on the board of the listed entity, its holding, subsidiary or associate company or on the board of a company belonging to its promoter group, unless a period of one year has elapsed from the date of resignation as an independent director

6. An independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company's business.

7. Any vacancy in the office of independent director shall be filled by appointment of a new independent director within the prescribed period under the Act and/or SEBI Listing Regulations.

8. Provided that where the company fulfils the requirement of independent directors in its Board even without filling the vacancy, the requirement of replacement by / appointment of a new independent director shall not apply.

9. The listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Term/ Tenure

Managing Director, Whole-time Director, Manager:

The Company shall appoint or re-appoint any person as its Managing Director or Whole-time Director or Manager for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry his term.

Independent Director:

An independent director shall hold office for a term up to five consecutive years and will be eligible for reappointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report. The appointment, re-appointment or removal of an independent director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution.

No independent director shall hold office for more than two consecutive terms, but such independent director shall be eligible for appointment after expiry of three years of ceasing to become an independent director. Provided that an independent director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director, it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (annually).

Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable law, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Act and the rules made thereunder.

Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

Part – C Policy relating to the Remuneration for the Whole-time Director, KMP and Senior Management Personnel

General:

1. The remuneration, compensation, commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration, compensation, commission etc. shall be subject to the prior or post approval of the shareholders of the Company in accordance with applicable law.

2. The remuneration and commission to be paid to the Whole-time, Executive, Managing Director, Key Managerial Personnel shall be in accordance with the percentage, slabs, conditions laid down in the Act and/or SEBI Listing Regulations.

3. Increments to the existing remuneration, compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director, Managing Director, Manager.

4. Where any insurance is taken by the Company on behalf of its Managing Director, Whole-time Director, Manager, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

Remuneration to Whole-time, Executive, Managing Director, KMP and Senior Management Personnel:

Fixed pay:

The Whole-time, Managing Director, KMP and Senior Management Personnel shall be eligible for remuneration as may be approved by the Board on the recommendation of the Committee. The breakdown of the pay scale and quantum of perquisites including, employer's contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board or the person's authorized by the Board on the recommendation of the Committee and approved by the shareholders, wherever required.

Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time, Managing Director, Manager in accordance with the provisions of Schedule V of the Act.

Remuneration to Non- Executive, Independent Directors:

Commission:

Commission may be paid on profits within the monetary limit approved by the shareholders, subject to the limit prescribed and computed as per the applicable provisions of the Act and/or SEBI Listing Regulations.

Sitting Fees:

The non- executive and/or independent directors may receive remuneration by way of fees for attending the meetings of Board or committee thereof. Provided that the amount of such fees shall not exceed Rs.1,00,000 per meeting of the Board or committee or such amount as may be prescribed by the Central Government from time to time. Provided further that for Independent Directors and Women Directors, the sitting fee shall not be less than the sitting fee payable to other directors.

Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

Reimbursement of expenses:

An Independent Director may receive reimbursement of expenses for participation in the Board and other meetings of the Company.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

A. Brief Description of Terms of Reference:

i. Resolving the grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

iii. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;

iv. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company;

v. Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or the SEBI Listing Regulations or by any other regulatory authority.

vi. Authority to review / investigate into any matter covered by Section 178 of the Companies Act, 2013 and any other matter specified in Listing Regulations.

B. Composition and other details of Stakeholders Relationship Committee:

The composition of the Stakeholders Relationship Committee comprises of two Non-Executive, Independent Directors and one is Executive Director.

The Stakeholders Relationship Committee was reconstituted in the Board Meeting held on 27.12.2022 due to resignation of committee members Mr. Suryaprakasa Rao Bommisetti and Ms. Akankasha as follow:

S. No.Name of Audit Committee Members	Designation
1 Mr. Peush Jain	Chairman
2 Mr. Manoj Yadav	Member
3 Mrs. Vinita Raj narayanam Member

Further the Stakeholders Relationship Committee was reconstituted in the Board Meeting held on 14.03.2023 due to resignation of committee member Mr. Manoj Yadav as follow:

S. No. Name of Audit Committee Members	Designation
1 Mr. Peush Jain	Chairman
2 Mr. Ravi Kumar Kasetty	Member
3 Mrs. Vinita Raj narayanam	Member

There were One (1) Stakeholders Relationship Committee Meeting held during the financial year on 29.03.2023.

The attendance at the committee meetings during the financial year 2022-23 is as under:

Name	Designation	Category	Number of meetings during the year 2022-23
			Held^&	Present
Mr. Peush Jain^$	Chairman	Non-Executive, Independent Director	1	1
Mr. Ravi Kumar Kasetty^@	Member	Non-Executive, Independent Director	1	-
Mrs. Vinita Raj Narayanam	Member	Managing Director	1	1

$ Mr. Peush Jain appointed as independent Director w.e.f. 27.12.2022.

@ Mr. Ravi Kumar Kasetty appointed as Independent Director w.e.f. 14.03.2023 & Meeting held during the tenure of Member in the Company.

DECLARATION FROM INDEPENDENT DIRECTORS:

Pursuant to Section 149(6) of the Companies Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Independent Directors had confirmed to the Company that they meet the criteria of independence as laid down in aforesaid provisions. 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 also 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. In the opinion of the Board, Independent directors fulfil the conditions as specified in Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent from the management.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

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)(iiia) of the Companies (Accounts) Rules, 2014 (as amended).

Considering the requirement of skill sets on the Board, persons 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, for appointment, as an Independent Director on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise, integrity and experience (including proficiency) and number of Directorship(s) and Membership(s) held in various committees of other companies by such persons in accordance with the Company's Policy for Selection of Directors and determining Directors' independence and recommends to the Board their appointment. The Board confirms that all the independent directors possess the required proficiency to continue as independent director.

The Independent Directors have also confirmed that they have complied Company's Code of Conduct and that they possess valid Registration certificate in Independent Directors' Databank.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

BOARD MEETINGS AND COMMITTEES MEETING:

The Meetings of Board of Directors are scheduled well in advance and are held at least once in every quarter to inter alia review and consider the performance of the Company and approve the Financial Results. The Board also meets, as and when required, to consider other business matters.

The Board of Directors duly met Eleven (11) times on 28.04.2022, 30.05.2022, 10.08.2022, 07.09.2022, 04.10.2022, 03.11.2022, 10.11.2022, 27.12.2022, 27.01.2023, 14.03.2023 and 31.03.2023 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

The composition of the Board of Directors, attendance of the Directors in the Board Meeting and the Composition of Committees and attendance of Committee members in the Committee meetings are summarized in Annexure- 1 of this Directors Report.

FAMILIARISATION PROGRAMMES:

In compliance with Regulation 25(7) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013 the Company has put in place a system to familiarize its Independent Directors with the Company's business model, their roles, rights & responsibilities in the Company, nature of the industry in which the Company operates, business dynamics and amendment(s) in any law/rules/regulations as relevant to the Company and/or to Independent Directors, etc.

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. The terms of the said letter are also uploaded on the Company's website. The details of the familiarization programme of the Independent Directors are available on the website of the Company at www.eyantraventures.com.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended criteria for board evaluation by Securities and Exchange Board of India.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be conducted by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be conducted by the entire Board of Directors, excluding the Director being evaluated.

Questionnaire(s) for the purpose of evaluation have been framed on various parameters for each of the categories. These include quantitative questions along with an option to provide feedback for overall performance based on ratings.

The Annual Performance Evaluation was conducted for all Board Members, for the Board as whole and its Committees for the financial year 2022-23. This evaluation was led by the Nomination and Remuneration Committee of the Company.

Evaluation of Board's performance was based on criteria such as structure and functioning of the Board, frequency of meetings and effectiveness, discussions, professional development, etc. Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and composition and functioning of Board Committees and effectiveness of its advice/ recommendation to the Board, etc. Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, knowledge and competency, commitment, integrity, experience and expertise, ability to function as a whole etc. Further Independent Directors were evaluated on parameters such as skills, expertise and exercise of independent judgment in major decisions of the Company, participation and contribution in Board and Committee meetings etc. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Individual Directors response to the questionnaire on the performance of the Board, Committee(s), Directors, were analysed. The Directors were satisfied with the evaluation process and have expressed their satisfaction with the evaluation process.

INDEPENDENT DIRECTORS MEETING:

In a separate meeting of independent directors was conducted on March 25, 2023 to evaluate the performance of non-independent directors, the board as a whole and the Chairman of the Company, taking into account the views of executive directors and non-executive directors, and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

NOMINATION AND REMUNERATION POLICY:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is included in the Directors Report elsewhere. The policy is uploaded on the website of the Company and the same can be accessed at www.eyantraventures.com.

The Managing Director of the Company had waived off her remuneration for the Financial Year 2022-23. We affirm that the remuneration paid, if any, to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

As per Section 134(5)(e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of Internal Financial Controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks.

Your Company has in place an adequate internal financial control commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, safeguarding of its assets, the prevention and detection of frauds the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Further, Statutory Auditors in its report expressed an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial.

RISK MANAGEMENT POLICY:

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 Risk Management Policy. Furthermore, the constitution of Risk Management Committee (RMC) is not applicable to the Company.

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management on a periodical basis.

As of now, 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 which forms part of this Directors Report.

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No statement giving particulars of contracts or arrangements made with related parties, under Section 188 of the Companies Act, 2013, as required pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8 (2) of the Companies (Accounts) Rules, 2014 is annexed hereto as the Company has not entered into such contracts or arrangements or transactions during the year under review. The details required in the Form AOC-2 does not apply to the Company for the Financial Year 2022-23 and hence the same is not provided.

Further, suitable disclosures as required by the Accounting Standards (AS18) have been made in the notes forming part of the Financial Statements.

In compliance with the requirements of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board in its meeting held on August 8, 2023 has revised a "Policy on Materiality of and Dealing with Related Party Transactions" ("RPT Policy"). The RPT Policy is available on the Company's website at www.eyantraventures.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 is provided hereunder:

A. Conservation of Energy: Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) of Companies (Accounts) Rules, 2014 Technology absorption are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the immediately preceding financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not to constitute a Corporate Social Responsibility Committee and adopt any Corporate Social Responsibility Policy.

ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company www.eyantraventures.com

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The company has efficiently built up its internal vigil mechanism to effectively manage breach of conduct, abuse containments, financial irregularities, sensitive information sharing other than for legitimate purposes, unethical or unfair business practices in regard to mala-fide manipulation of the business processes

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company www.eyantraventures.com.