Directors Report of Eyantra Ventures Ltd.

Mar 31, 2024

Your Directors are pleased to present the 39^th Annual Report of the Company for the financial year ended March 31, 2024.

FINANCIAL RESULT:

The performance during the period ended 31^st March, 2024 has been as under:

(Rs. In Lakhs)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24
Revenue from operations	1405.78	497.05	1676.12
Other income	0.91	0.05	13.95
Profit/loss before Depreciation, Finance Costs,	104.54	67.62	163.11
Exceptional items	0	0	0
Less: Depreciation/ Amortisation/ Impairment	0.06	0	12.15
Profit /loss before Finance Costs, Exceptional items and Tax Expense	104.48	67.62	150.96
Less: Finance Costs	0	0	0.45
Profit /loss before Tax Expense	104.48	67.62	150.51
Less: Tax Expense (Current & Deferred)	29.98	15.15	44.02
Profit /loss for the year (1)	74.50	52.47	106.49
Total Comprehensive Income/loss (2)	0.01	0	1.09
Total (1 2)	74.51	52.47	107.58

PERFORMANCE REVIEW:

The total revenue of the Company for the financial year under review was Rs.1405.78 Lakhs as against Rs. 497.05 Lakhs for the previous financial year. The company recorded a net profit of Rs.74.50 Lakhs for the financial year 2023-24 as against the net profit of Rs. 52.47 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) regulations, 2015 (Listing Regulation) and forms part of this Report.

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 a long run and hence did not recommend any dividend during the Financial Year2023-24.

TRANSFER TO GENERAL RESERVES:

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

BOOK CLOSURE

The Register of Members and Share Transfer Books of the Company will be closed from Tuesday, September 24, 2024 to Monday, September 30, 2024 (both days inclusive) for the purpose of Annual General Meeting.

PREFERENTIAL ALLOTMENT

During the year under review, the Board of Directors and shareholders of the Company in their meeting held on June 27, 2023 and July 24, 2023 respectively, approved the following:

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

• Allotment 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 M/s. Prismberry Technologies Private Limited (PTPL) 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 Equity Shares of face value of Rs. 10/- 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 for cash and 1,75,000 shares equity shares of face value Rs. 10/- each for consideration other than cash in accordance with the provisions of Companies Act, 2013, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 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/-.

The utilisation of funds raised through Preferential Allotment have been mentioned hereunder:

Object	Amount Allocated (INR in Lakhs)	Amount Utilised as on March 31, 2024 (INR in Lakhs)
Working Capital	370.50	138.00
General corporate purposes (GCP)	120.00	NIL

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 of the Company to which the financial statements relate and the date of this report.

DEPOSITS

During the year under review, the Company has not accepted any deposits in terms of Section 2(31) of the Companies Act, 2013 read with Chapter V of the Companies Act, 2013 and Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on March 31, 2024.

LISTING AND CUSTODIAN FEES

The equity shares of the Company are listed at BSE Limited, Mumbai. The applicable annual listing fees was paid before the due date. The annual custodian fees have also been paid to the depositories before the due date.

SHARE CAPITAL

The Authorized Capital of your Company is Rs. 2,00,00,000 divided into 20,00,000 Equity shares of the face value of Rupees.10/- each as on 31^st March 2024

The Board of Directors at their meeting held on August 23, 2023, has 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 for consideration other than cash in accordance with the provisions of Companies Act, 2013, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other provisions of the applicable laws, if any.

The Paid-up Capital of the Company is Rs. 1,81,93,750 divided into 18,19,375 Equity shares of the face value of Rupees.10/- each as on 31^st March 2024

Further, 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.

HOLDING COMPANY, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review the M/s. Prismberry Technology Private Limited (PTPL), became a Wholly owned Subsidiary of the Company w.e.f. August 23, 2023 by way of acquisition of shares via Preferential issue for consideration other than cash for swap of shares from the existing shareholders of PTPL 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 Equity Shares of face value of Rs. 10/-each of the Company.

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

A) Board of Directors

The Directors of the Company are eminent persons of proven competencies and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings. The Company recognizes and embraces the importance of a diverse board in its success.

The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, industry experience and gender which will help the Company to retain its competitive advantage.

As on March 31, 2024, the Company''s Directorate consisting of four Directors out of which two Directors were Independent Directors. 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.

Further the following were the directors of the Company as on March 31, 2024

Sr. No.	DIN	Name of the Director	Designation
1	09319780	Ms. Vinita Raj Narayanam	Managing Director
2	09521916	Ms. Anjana Ramesh Thakker	Non-Executive Director
3	07191718	Mr. Peush Jain	Independent Director
4	07189407	Mr. Ravi Kumar Kasetty	Independent Director

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, 2013 and are also not debarred by Securities and Exchange Board of India or any other Statutory authority for holding office of a Director.

The Directors possess requisite qualifications and experience in general corporate management, strategy, finance, information technology and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

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 brings together individuals from different backgrounds, experiences, and perspectives. This diversity of thought and expertise can lead to more robust and well-rounded decision-making processes. By considering a wider range of viewpoints, boards can avoid group think and make more informed and innovative choices.

• Improved corporate governance: Diverse boards can contribute to better corporate governance practices. When a board comprises individuals with diverse skills, knowledge, and experiences, it

ensures a more comprehensive oversight of the company''s activities. This can help in addressing conflicts of interest, promoting transparency, and ensuring accountability.

• Increased creativity and innovation: Diversity stimulates creativity and innovation within organizations. By incorporating diverse perspectives, boards can foster a culture of openness, collaboration, and inclusivity. Different viewpoints can challenge existing norms, encourage fresh ideas, and lead to more innovative solutions and strategies.

• Enhanced problem-solving: Diverse boards tend to be more effective in addressing complex problems. The varied backgrounds and experiences of board members enable them to approach challenges from multiple angles. This diversity of perspectives can result in more effective problemsolving and better outcomes for the organization.

• Better understanding of customers and markets: India is a diverse country with a wide range of cultures, languages, and consumer preferences. Having diverse boards can provide valuable insights into the diverse needs and preferences of customers in different regions and segments of the market. This understanding can help companies tailor their products, services, and marketing strategies to effectively target and serve diverse customer groups.

• Improved reputation and stakeholder trust: Companies with diverse boards often enjoy a positive reputation for being inclusive and socially responsible. Such companies are perceived as more attuned to societal values and needs. Board diversity can enhance the company''s brand image, attract diverse talent, and build trust with stakeholders, including investors, customers, and employees.

• 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 decision-making process.

In summary, board diversity offers numerous advantages, including improved decision-making, enhanced corporate governance, increased creativity and innovation, better problem solving, understanding of diverse markets, improved reputation, and the mitigation of biases. These benefits contribute to the long-term success and sustainability of organizations in the Indian business landscape. The Board has adopted the Board Diversity Policy 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/wp-

content/uploads/2023/10/Policv%20on%20Diversitv%20of%20Board%20of%20directors.pdf

C) Appointment/Reappointment

During the year under review, the members of the Company vide their meeting held on June 12, 2023, regularized the appointment of Mr. Ravi Kumar Kasetty (DIN: 07189407) as Non-Executive Independent director of the Company.

In order to comply with the provisions of section 152 (6) of the Companies Act, 2013 and rules applicable thereunder, the appointment of Ms. Anjana Ramesh Thakker (DIN: 09521916) Non-Executive Director is liable to retire by rotation at this Annual General Meeting, being eligible offers herself for re-appointment. 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 2 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. The Board recommends the same to the shareholders for their approval at the ensuing 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 (KMP) of the Company as on March 31, 2024.

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

F) Cessation of Key Managerial Personnel (KMP):

During the year under review, none of the KMPs resigned from the Company.

G) Independent Directors and their declaration of Independence

As on March 31, 2024, the Independent Directors of the Company included Mr. Ravi Kumar Kasetty and Mr. Peush Jain. All the Independent Directors of the Company have furnished necessary declaration in terms of Section 149(7) of the Companies Act, 2013 (the Act) 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.

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 (IICA).

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) Independent Directors Meeting

In 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 in order to exercise free and fair judgment in all matters related to the functioning of the Company as well as the Board.

A separate meeting of independent directors was conducted on January 24, 2023 to evaluate the performance of non-independent directors, the board as a whole and the Chairperson 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.

K) Terms and Conditions of Appointment of Independent Directors

All the Independent Directors of the Company have been appointed as per the provisions of the Act 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/wp-content/uploads/2023/02/Terms-and-Conditions-of-appointment-of-Independent-Directors.pdf

L) 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 24, 2024 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 25, 2024 have carried out an annual evaluation of its own performance, of the Committees of the Board and of the individual directors including Independent Directors.

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 organisation''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.

iv) Chairperson - Evaluated on the above parameters for individual Directors. Additionally, evaluated on effective leadership, moderatorship and conduct of impartial discussions, seeking participation from Board members and availability for other Board members and constructive feedback.

The Board was 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.

M) 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, persons having an independent standing in their respective field / profession and who can effectively contribute to the Company''s business and policy decisions, for appointment, as an Independent Director on the Board. The Board, 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. 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). The Independent Directors have also confirmed that they have complied Company''s Code of Conduct for Board Members, Key Managerial Personnel and Senior Management Personnel.

N) 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.

O) 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.

BOARD MEETINGS:

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 seven (7) times viz. on May 18, 2023, June 27, 2023, August 08, 2023, August 23, 2023, September 06, 2023, November 10, 2023 and January 25, 2024 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 given herein below:

Date of Meeting	Name and Designation of Director
	Mrs. Vinita Raj Narayanam (Managing Director)	Ms. Anjana Ramesh Thakker (Non-Executive Director)	Mr. Peush Jain (Independent Director)	Mr. Ravi Kumar Kasetty (Independent Director)
18-05-2023	P	P	P	P
27-06-2023	A	P	P	P
08-08-2023	P	P	P	P
23-08-2023	P	P	P	P
06-09-2023	P	P	P	P
10-11-2023	P	P	P	P
25-01-2024	P	P	P	P

COMMITTEES OF BOARD OF DIRECTORS:

The Board of Directors of the 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. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

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

a) AUDIT COMMITTEE:

The management is responsible for the Company''s internal controls and the financial reporting process while the statutory auditors are responsible for performing independent audit of the Company''s financial statements in accordance with generally accepted auditing practices and for issuing report based on such audit. The Board of Directors has constituted and entrusted the Audit Committee with the responsibility to supervise these processes and thus ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting. The constitution of the Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee comprises majority of Independent Directors. All members of the Audit Committee are financially literate and bring in expertise in the fields of finance, economics, strategy and management.

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;

(c) Major accounting entries involving estimates based on the exercise of judgment by 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.

Composition and other details of Audit Committee:

The Audit Committee comprises of three Non-Executive Directors, majority of them are independent directors. Chief Financial Officer is permanent invitees to all the Audit Committee meetings and the representatives of the Statutory Auditors are also present at meetings in which financial results of the Company are considered.. The Company Secretary officiates as the Secretary of the Audit Committee. The Internal Auditors and Statutory Auditors of the Company discuss their findings and updates, and submit their views to the Committee.

During the year under review, five meetings of the Audit Committee were held viz. on May 18, 2023, June 26, 2023, August 08, 2023, November 10, 2023, January 25, 2024 and the details of the attendance of the directors at the Audit Committee meetings are given below. The composition of the Committee and attendance of the members during financial year 2023-24 are as follows:

Date of Meeting	Name and Designation of Member
	Mr. Peush Jain Chairman	Mr. Ravi Kumar Kasetty Member	Ms. Anjana Ramesh Thakker Member
18-05-2023	P	P	P
26-06-2023	P	P	P
08-08-2023	P	P	P
10-11-2023	P	P	P
25-01-2024	P	P	P

b) NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors has constituted and entrusted the Nomination and Remuneration Committee/Compensation Committee with the responsibility as conferred under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015and the constitution of the said Committee meets the requirements of Section 178 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.

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 Company Secretary officiates as the Secretary of the Nomination and Remuneration Committee.

During the year under review, three meetings of the Nomination and Remuneration Committee were held viz. on August 08, 2023, September 06, 2023, and January 24, 2024. The composition of the Committee and attendance of the members during financial year 2023-24 are as follows:

Date of Meeting	Name and Designation of Director
	Mr. Peush Jain Chairman	Mr. Ravi Kumar Kasetty Member	Ms. Anjana Ramesh Thakker Member
08-08-2023	P	P	P
06-09-2023	P	P	P

24-01-2024

P

P

P

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 ManagementAppointment 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/ Tenurei) 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.

ii) Independent Director:

An independent director shall hold office for a term up to five consecutive years and will be eligible for re-appointment 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.

iii) Evaluation

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

iv) 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.

v) 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.

vi) 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 organisation motivates and fuels the ambitions of the talent force to earn future leadership roles.

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

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:i) 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.

ii) 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:i) 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.

ii) 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.

iii) Stock Options:

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

iv) Reimbursement of expenses:

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

Affirmation that the remuneration is as per the remuneration policy of the Company.

In compliance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, on the recommendation of the Nomination and Remuneration Committee approved the Policy for Selection, Appointment of Directors, KMPs and Senior Management persons. The said Policy provides a framework to ensure that suitable and efficient succession plans are in place for appointment of Directors on the Board and other management members. The Policy also provides for selection and remuneration criteria for the appointment of Directors and senior management persons. The Company affirms that the remuneration is as per the remuneration policy of the Company.

c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is empowered to perform the functions of the Board relating to handling of stakeholders'' queries and grievances and such other duties as specified in Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.

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. During the year under review, one meeting of the Stakeholders Relationship Committee was held viz. on January 24, 2024 and the details of the composition and attendance of the directors at the Stakeholders Relationship Committee meeting is given below:

Date of Meeting	Name and Designation of Director
	Mr. Ravi Kumar Kasetty Chairman	Mr. Peush jain, Member	Mrs. Vinita Raj Narayanam, Member
24-01-2024	P	P	P

AUDITORSa) Statutory Auditors:

M/s. P R S V & Co. LLP., Chartered Accountants, Hyderabad, were appointed as Statutory Auditor of the Company by the shareholders for the period of 5 years from the conclusion of 37^th Annual General Meeting till the conclusion of 42^nd AGM. The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

Comments on Auditors Report

M/s. P R S V & Co. LLP., Chartered Accountants, Hyderabad, have issued the Auditors'' Report for Financial Year 2023-24. 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) Secretarial Auditor:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Vivek Surana & Associates., Practicing Company Secretaries as the Secretarial Auditors of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2024.

The Secretarial Audit was carried out by M/s. Vivek Surana & Associates, Practicing Company Secretaries for the financial year ended March 31, 2024. The Report given by the Secretarial Auditor is annexed herewith as Annexure- II and forms integral part of this Report.

The Secretarial Auditor''s Report is self-explanatory and does not contain any qualification, reservation, adverse remark, or disclaimer.

c) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, M/s. S K S M & Associates, Chartered Accountants were appointed as Internal Auditors for FY 2023-24 at the Board Meeting held on May 18, 2023.

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.

The Company has an Audit Committee consisting of Two Non-Executive 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. The Company has a robust Management Information System which is an integral part of the control mechanism.

d) Cost Auditor

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013, are not applicable for the business activities carried out by the Company.

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

During the Financial Year 2023-24, the Statutory Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

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. 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 https://eyantraventures.com/wp-content/uploads/2024/01/Nomination-and-Remuneration-Policy-1.pdf

CODE FOR PREVENTION OF INSIDER TRADING

The Company adopted a Code of Conduct to regulate, monitor and report trading in securities of the Company by the 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 www.eyantraventures.com. The Company has implemented System Driven Disclosures for monitoring dealings in the securities of the Company by the promoters, directors and designated persons including immediate relative and also structured digital database to keep record of the persons with whom the unpublished price sensitive information of the Company has been shared with.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors adopted the 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 behaviour.

All present employees and Whole-time Directors of the Company are covered under the Whistle Blower Policy. 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 victimisation of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee. During the year, no complaints were reported under the Whistle Blower Policy. The Whistle Blower Policy is available on the Company''s website https://eyantraventures.com/wp-content/uploads/2023/08/Vigil%20Mechanism Whistle%20Blower%20Policy.pdf

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://eyantraventures.com/wp-content/uploads/2023/10/Policv%20on%20determining%20material%20subsidiary.pdf

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. All the corporate policies are

available in the Company website (https://eyantraventures.com/governance-policies/). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Name of the Policy	Website Link
Policy For Determining Materiality of an Event or Information	https://eyantraventures.com/wp- content/uploads/2023/10/Policy%20for%20determining%20
	materiality%20of%20an%20event%20or%20information.pdf
Vigil Mechanism / Whistle Blower Policy	https://eyantraventures.com/wp- content/uploads/2023/08/Vigil%20Mechanism Whistle%20Bl
	ower%20Policy.pdf
Policy on Preservation of Documents	https://eyantraventures.com/wp- content/uploads/2023/10/Policy%20for%20preservation%20o
	f%20documents.pdf
Archival Policy	https://eyantraventures.com/wp- content/uploads/2023/10/Policy%20on%20archival%20of%20
	documents.pdf
Policy on Material Subsidiaries	https://eyantraventures.com/wp- content/uploads/2023/10/Policy%20on%20determining%20m
	aterial%20subsidiary.pdf
Related Party Transaction Policy	https://eyantraventures.com/wp- content/uploads/2023/08/Policy%20on%20Materiality%20of
	%20and%20Dealing%20with%20Related%20Party%20Transac
	tions.pdf
Nomination and Remuneration Policy	https://eyantraventures.com/wp- content/uploads/2024/01/Nomination-and-Remuneration-
	Policy-1.pdf
Policy on Board Diversity	https://eyantraventures.com/wp- content/uploads/2023/10/Policy%20on%20Diversity%20of%2
	0Board%20of%20directors.pdf

RISK MANAGEMENT:

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.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

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. The Company has its own corporate internal audit function to monitor and assess the adequacy and effectiveness of the Internal Controls and System. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to the Board.

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 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 Related Party Transaction (RPT) policy the Company during the financial year ended March 31, 2024 in prescribed Form AOC-2 is annexed to this Board''s Report as Annexure-III. 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 Related Party Transactions and Dealing with Related Party Transactions, which is also available on the Company''s website at https://eyantraventures.com/wp-content/uploads/2023/08/Policv%20on%20Materialitv%20of%20and%20Dealing%20with%20Related%20 Party%20Transactions.pdf

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 IV.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Provisions of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable on the Company

ANNUAL RETURN:

The Annual Return of the Company for the financial year 2023-24 as required under Section 92(3) & 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 www.eyantraventures.com

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.

CORPORATE GOVERNANCE:

The company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization. The Company has incorporated the appropriate standards for corporate governance.

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

During the year under review, the Company was not required to file Business Responsibility and Sustainability Report.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) 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 (''Ind AS'') as notified under Section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (''MCA'')) 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.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

One of the key strengths of the Company is its employees. Relations with employees remained cordial and satisfactory throughout the period under review. The Directors would like to place on record its appreciation to the contribution made by each of the employees of the Company towards the growth of the Company''s business.

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 available on the website of the Company www.eyantraventures.com. 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 shareholder interested in obtaining such details may write to the Company Secretary of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act'') and the Rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy.

As the Company has less than 10 employees, it is not required to constitute an Internal Committee. Further, the Company has not received any Complaints during the Financial Year 2023-24.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 (the Act) do not apply as there was no amount in the unclaimed dividend account remaining unpaid under sub-section (5) of section 124 of the Companies Act, 2013.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review there was no change in the nature of Business of the Company

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 (the Act) do not apply as there was no amount in the unclaimed dividend account remaining unpaid under sub-section (5) of section 124 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

INSURANCE

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time. The Company has also taken adequate insurance cover for all movable & immovable assets and for all such types of risks, as considered necessary by the management from time to time.

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.

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.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

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 a 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. The total strength of your Company employees as on March 31, 2024 was 21.

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.

CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct for Board Members, Key Managerial Personnel and Senior Management Personnel for all the Board members and the senior management of the Company and this Code is posted on the website of the Company. Annual declaration is obtained from every person covered by the Code.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. The Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

The Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, Securities and Exchange Board of India, BSE Limited, Depositories for their continued support for the growth of the Company.

---

Mar 31, 2023

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^st March, 2023 has been as under:

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 Tax Expense	52.47	4.22
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:

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, approved to issue Bonus Share in the ratio of 5:1

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;

(c) Major accounting entries involving estimates based on the exercise of judgment by 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	Member	Non-Executive,	1	-
Kasetty@		Independent Director
Mr. Manoj Yadav#	Member	Non-Executive, Independent Director	1	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.

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 202223 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and segment-wise operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems.

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- 2 to this report.

REPORT ON CORPORATE GOVERNANCE:

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization. Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, company is not filing Corporate Governance Report to stock exchange quarterly and not providing the Corporate Governance Report as the part of this Directors Report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(h) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(i) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(j) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(k) The Directors had prepared the annual accounts on a going concern basis; and

(l) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(m) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

Your Company''s Statutory Auditors, M/s. Diwan Gosalia & Associates, Chartered Accountants have tendered their resignation w.e.f. 11.08.2022, therefore the Board in its meeting held on 10.08.2022 has approved the appointment of M/s. P R S V & Co. LLP., Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company w.e.f. 11.08.2022 at a remuneration as fixed by the Board to fill the casual vacancy and the same was approved by shareholders of the Company in the Annual General Meeting (AGM) held on September 30^th 2022.

Further in the same AGM, M/s. P R S V & Co. LLP., Chartered Accountants, Hyderabad, was appointed as Statutory Auditor of the Company by the shareholders for the period of 5 years from the conclusion of 37^th AGM till the conclusion of 42^nd AGM.

M/s. P R S V & Co. LLP., Chartered Accountants, Hyderabad, have issued the Auditors'' Report for Financial Year 2022-23. 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 financial statements in this Annual Report.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

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

During the Financial Year 2022-23, the Statutory Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Vivek Surana & Associates., Practicing Company Secretaries as the Secretarial Auditors of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2023.

The Secretarial Audit was carried out by M/s. Vivek Surana & Associates, Practicing Company Secretaries for the financial year ended March 31, 2023. The Report given by the Secretarial Auditor is annexed herewith as Annexure- 3 and forms integral part of this Report.

The Secretarial Auditor''s Report is self-explanatory and does not contain any qualification, reservation, adverse remark, or disclaimer.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The provisions of Annual Secretarial Audit Report for the year ended 31^st March 2022 under Regulation 24(A) of SEBI (Listing Obligations and Disclosures Requirements) (Amendments) Regulation, 2018 is not applicable to the Company.

INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, M/s. S K S M & Associates, Chartered Accountants were appointed as Internal Auditors for FY 202223 at the Board Meeting held on August 10, 2023.

COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013, are not applicable for the business activities carried out by the Company.

BUSINESS RESPONSIBILITY STATEMENT

During the year under review, the Company was not required to file Business Responsibility Statement. ACCOUNTING STANDARDS

The Company complied with the requirements of Indian Accounting Standards (Ind AS) while preparing the quarterly and annual financial statements for the accounting year under review as envisaged in Companies (Indian Accounting Standard Rules) 2015 and its subsequent amendments and directive issued by Securities and Exchange Board of India in this regard.

PARTICULARS OF EMPLOYEES

One of the key strengths of your Company is its employees. Relations with employees remained cordial and satisfactory throughout the period under review. Your Directors would like to place on record its appreciation to the contribution made by each of the employees of the Company towards the growth of the Company''s business.

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 in Annexure- 4 to this Report. 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 shareholder interested in obtaining such details may write to the Company Secretary of the Company.

Affirmation that the remuneration is as per the remuneration policy of the Company.

In compliance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, on the recommendation of the Nomination and Remuneration Committee approved the Policy for Selection, Appointment of Directors, KMPs and Senior Management persons. The said Policy provides a framework to ensure that suitable and efficient succession plans are in place for appointment of Directors on the Board and other management members. The Policy also provides for selection and remuneration criteria for the appointment of Directors and senior management persons. The Company affirms that the remuneration is as per the remuneration policy of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act'') and the Rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy.

As the Company has less than 10 employees, it is not required to constitute an Internal Committee. Further, the Company has not received any Complaints during the Financial Year 2022-23.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Director''s Report there was change in the nature of Business except as below:

The Company was engaged in trading in diamonds and other jewellery items. The new Management, subsequent to the acquisition of the Company through Open Offer, in its meeting held on 18.03.2022 opined that the Company could achieve better profitability by diversifying the business of the Company into IT (Information Technology) and IT enabled services and recommended the change in the main objects of the Company.

Therefore, the members in the Extra Ordinary General Meeting held on 31.05.2022 approved alteration of objects clause of the company by way of passing Special Resolution and replaced existing objects with the new set of objects which includes IT (Information Technology) and IT enabled services.

DECLARATION BY THE COMPANY:

The Company has not made any default under Section 164(2) of the Companies Act, 2013, as on March 31, 2023.

REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

In terms of the provisions of the Companies Act, 2013 the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor education and Protection Fund established by the Central Government.

Accordingly, the Members are hereby informed that the company has not declared any dividend pertaining to the financial year 2015-16 and therefore no amount will be transferred to the "Investor Education and Protection Fund" of the Central Government.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. The Company in its Board Meeting held on August 8, 2023 has revised all the mandatory corporate policies/code of conduct required under the Companies Act, 2013, as amended, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended. The policies as required are available on our website www.eyantraventures.com.

INSURANCE:

The properties and assets of your Company are adequately insured, if any.

DETAILS FOR APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website (www.eyantraventures.com).

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

CODE OF CONDUCT

The Board of Directors has laid down a ''Code of Conduct'' (the Code) for all the Board members and the senior management of the Company and this Code is posted on the website of the Company. Annual declaration is obtained from every person covered by the Code.

A declaration on code of conduct as required by Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in this Directors report as Annexure- 5.

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

c. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, for their continued support for the growth of the Company.

For and on behalf of the Board For eYantra Ventures Limited

Sd/- Sd/-

Vinita Raj Narayanam Anjana Ramesh Thakker

Managing Director Non-Executive Director

DIN:09319780 DIN:09521916

Date: 06.09.2023 Place: Hyderabad

---

Mar 31, 2015

Dear members,

The Directors take pleasure in presenting the Thirtieth Annual Report together with the audited financial statements for the year ended 31 st March, 2015.

1. FINANCIAL RESULTS

Year Ended Year Ended 31st March, 2015 31st March, 2014

Sales 3,30,39,047 25,67,23,955

Other operating Income 11,33,866 44,29,092

Other non-operating Income 61,37,008 (6,90,785)

Total Income 4,03,09,921 26,04,6,263

Expenditure 3,88,49,176 26,01,52,273

Interest 12,51,223 1,97,503

Depredation 1,06,510 1,05,860

Total Expenditure 4,02,06,909 26,04,55,636

Profit( ) Loss(-) 1,03,012 6,626

Provision for Taxation --- 3,60,000

(Add) / Less : Deferred Tax (6685) (5749)

Short / (Excess) Provision of earlier Years --- ---

Net profit /(loss )after tax 1,09,698 (3,47,625)

Balance brought forward from last year 1,27,89,911 1,31,37,536

Balance carried forward to the Balance Sheet 1,28,88,610 1,27,89,911

The Company proposes to transfer an amount of Rs.11,000/- to the General Reserves. An amount of Rs.1,09,698/- is proposed to be retained in the Statement of Profit and Loss.

2. HIGHLIGHTS OF PERFORMANCE

* Total income for the year decreased by 84,56% to Rs.4,03,09,921/- as compared to Rs. 26,04,62,263/- in 2014

* Total net sales for the year was Rs.3,30,39,047/- as compared to Rs.25,67,23,955/- in 2014, a decrease of 87.13%

* Total profit before tax for the year was Rs.1,03,012/- as compared to Rs.6,626/- in 2014

3. BUSINESS OPERATIONS

The Company is trading & investing in Equity, Derivatives and Currency and Trading in Rough and Cut & Polished Diamonds.

4. DIVIDEND

With a view to deploy the profits into the existing operations of the company, Board of Directors has not recommended any dividend for the year.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31 st March, 2015 was Rs. 24 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, the Directors of the Company hold the equity shares of the Company as follows:

Name of the Director Number of Shares % of Total Capital

Mr. Nirav P. Mehta 49,550 20.65

Mr. Sujit S. Mehta 4,500 1.88

Mrs. Pumima P. Mehta 53,850 22.44

6. FINANCE

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

6.1 DEPOSITS

The Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

6.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

7. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 ofthe Companies Act, 2013 is not applicable to the Company.

8. BUSINESS RISK MANAGEMENT

The paid up share capital of the Company is Rs. 24 Lakhs as on 31st March, 2015. The reserve and surplus is Rs. 131.34 Lakhs. Accordingly, the paid up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance clause. The Company has decided not to opt for compliance of Risk Management clause of Clause 49 for the time being due to the size of the business.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (LA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report.

11. SUBSIDIARY COMPANIES

The Company has no Subsidiary Company.

12. DIRECTORS

In terms of the Articles of Association of the Company, Mrs. Purnima Mehta, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

12.1 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders' Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12.2 Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

12.3 Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

13. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134{3){c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c) that 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

14. RELATED PARTY TRANSACTIONS

During the year the company has not entered into any related party transactions except payment of remuneration and sitting fees to the directors.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

16. AUDITORS

16.1 Statutory Auditors

The Company's Auditors, M/s K.P. Mehta & Co., Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

16.2 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s P. P. Shah & Co., Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report for the financial year ended 31 st March 2015 is annexed herewith as "Annexure A".

16.3 Qualifications in Secretarial Audit Report

1. As per section 203(l)(ii), (iii) & 149, the Company is required to appoint Company Secretary, The Company has not appointed Company Secretary.

Management Response:

(i) Die Company has appointed Mrs. Fatima D'Souza, CFO as Compliance Officer of the Company who looks after the compliance of Companies Act, 2013 and SEBI Act and rules made thereunder

(ii) The Company has availed the services of Practising Company Secretary for advising on compliance of Companies Act, 2013 and SEBI Act and rules made thereunder

(iii) The Volume and Scope of work for the Company Secretary is less and it is not a full time work and the job of Company Secretary is not attractive commensurate with the scope of work and salary

2. As per section 138 of the Companies Act, 2013, the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor.

Management Response:

(l) The size of operation of the Company is very small, it is not viable to appoint Internal Auditor but the Company has established the internal control system.

3. As per the various sections ofthe Companies Act and Listing Agreement, the Company is required to post various information, policies on the website of the Company. The Company has not posted any information, policies on the website of the Compary.

Management Response:

(i) The Company is filling regularly all the information with BSE and all the information is available on the website of BSE.

4. As per section 149 and clause 49, the company is required to appoint Independent Director. The Company has appointed one Independent Director which compiles the provisions of Section 149 of the Companies Act, 2013 but does not comply under clause 49 of Listing Agreement. As per clause 49 of the Listing Agreement, the company shall have minimum 50% as Independent Director. In this regard the management of the Company has provided the following reply:

Management Response:

(i) The Company has opted this as an optional compliance under clause 49. The composition of the Board of directors is as per the provisions of Section 149 of the Companies Act, 2013.

17. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

18. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

19. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

A Conservation of Energy

The operations of the Company are not energy intensive. However, wherever possible the Company strives to curtail the consumption of energy on continued basis.

B. Technology absorption, adaptation and innovation

No expenditure has been incurred by the Company on research and Development activities during the year under review.

20. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

21. PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing monthly remuneration of Rs.5,00,000/- per month or Rs.60,00,000/' per annum. Hence the Company is not required to disclose any information as per Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

23. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors

(Nirav Mehta (Fatima D'Souza) Managing Director CFO Mumbai Date: 27th May, 2015

---

Mar 31, 2014

Dear Shareholders,

The Directors present their Twenty Ninth Annual Report on the business and operations of your Company together with audited statement of accounts for the year ended 31st March 2014.

Financial Results & Operations:

Year Ended Year Ended 31st March, 2014 31st March, 2013

Sales 25,67,23,955 21,38,11,938

Other operating Income 44,29,092 52,06,830

Other non-operating Income (6,90,785) 60,346

Total Income 26,04,62,263 21,90,79,114

Expenditure 26,01,52,273 21,78,26,899

Interest 1,97,503 4,75,897

Depreciation 1,05,860 1,05,860

Total Expenditure 26,04,55,636 21,84,18,656

Profit( ) Loss(-) 6,626 6,60,458

Provision for Taxation 3,60,000 1,80,000

(Add) / Less : Deferred Tax (5749) (991)

Short / (Excess) Provision of earlier Years - -

Net profit/(loss )after tax (3,47,625) 4,81,449

Balance brought forward from last year 1,31,37,536 1,27,06,087

Balance carried forward to the Balance 1,27,89,911 1,31,37,536 Sheet

Dividend

With a view to deploy the profits into the existing operations of the company, Board of Directors has not recommended any dividend for the year.

Public Deposits

The company has neither invited nor accepted any public deposits during the financial year under review.

Directors

Ms. Pumima Mehta Director of the Company retires by rotation and being eligible offers herself for re-appointment.

Ms. Priya Mehta resigned as Director of the Company w.e.f. 30th May, 2014. The Board of Directors placed on record the valuable contribution made by Ms. Priya Mehta during her tenure.

In terms of the articles of association of the Company, section 149 (10) of the Companies Act, 2013 and revised clause 49 of Listing Agreement dealing with Corporate Governance norms, Mr. Sujit Mehta has completed 5 years term as Independent Directors as on 1st April, 2014. The Company proposes to re-appoint him, as Independent Director for a further period of 5 years till 2019. The Company has received requisite notices in writing from members proposing Mr. Sujit Mehta for appointment as Independent Director.

The Company has received declarations from the Independent Director of the Company confirming that they meet with the criteria of independence as prescribed both, under subsection 6 of section 149 of the Companies Act, 2013 and under clause 49 of the listing agreement with the stock exchanges.

Listing

The equity shares of the Company are listed at Bombay Stock Exchanges. The Company has paid annual listing fee for the year 2014-2015 to Bombay Stock Exchanges in time.

Directors’ Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that

(i) In the preparation of the annual accounts for the financial year ended March 31, 2014, all the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) Appropriate accounting policies have been selected and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the said period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on a ‘going concern’ basis.

Particulars of Employees

The provision of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 are not applicable to your company since none of the employee is employed on a remuneration of Rs.5,00,000/- p.m or Rs.60,00,000/- p.a.

Compliance Certificate

Compliance Certificate to be obtained under Section 383A of the Companies Act, 1956 read with Companies (Issue of Compliance Certificate) Rules, 2001 has been obtained from M/s. P. P. Shah & Co., Practicing Company Secretaries and the same has been attached to this Report.

Conservation Of Energy, Technological Absorption and Foreign Exchange Earnings and Outgo

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors wish to state that the same is not applicable to the Company.

Foreign Exchange Earnings/Outgo : 31/03/2014 31/03/2013 Rs. Rs.

Foreign Exchange Earned : 1,59,00,851 65,11,041 Foreign Exchange Outgo : 2,00,14,515 1,92,22,391

Auditors

M/s. K. P. Mehta & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224B'') of the Companies Act, 1956.

Acknowledgements

The Board wishes to place on records its appreciation to all its Shareholders, Customers, Bankers, and Employees for their co-operation and contributions made by them at all levels.

BY ORDER OF THE BOARD For PUNIT/COMMERCIALS LTD

Dated: 30th May, 2014 (NIRAV P. MEHTA)

Place: Mumbai MANAGING DIRECTOR

---

Mar 31, 2013

The Directors present their Twenty Eighth Annual Report on the business and operations of your Company together with audited statement of accounts for the year ended 31st March 2013.

Financial Results & Operations:

Year Ended Year Ended 31st March, 2013 31st March, 2012

Sales 21,38,11,938 18,77,10,228

Other Income 52,67,176 48,90,564

Total Income 21,90,79,114 19,26,00,792

Profit before Tax 6,60,458 1,48,288

Less:

Provision for Income-Tax

Income Tax 1,80,000 30,000

Deferred Tax (991) 4,605

Prior Period Adjustment for Income tax - -

Net profit after tax 4,81,449 1,13,683

Add : Opening Balance b/f. 1,32,13,626 1,27,32,177

Dividend

With a view to deploy the profits into the existing operations of the company, Board of Directors has not recommended any dividend for the year.

Public Deposits

The company has neither invited nor accepted any public deposits during the financial year under review.

Directors

Mr. Sujit Mehta Director of the Company retires by rotation and being eligible offers himself for re- appointment.

Listing

The equity shares of the Company are listed at Bombay Stock Exchanges. The Company has paid annual listing fee for the year 2013 – 2014 to Bombay Stock Exchanges in time.

Directors'' Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that

(i) In the preparation of the annual accounts for the financial year ended March 31, 2013, all the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) Appropriate accounting policies have been selected and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the said period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on a ''going concern'' basis.

Particulars of Employees

The provision of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 are not applicable to your company since none of the employee is employed on a remuneration of Rs.5,00,000/- p.m or Rs.60, 00,000/ p.a.

Compliance Certificate

Compliance Certificate to be obtained under Section 383A of the Companies Act, 1956 read with Companies (Issue of Compliance Certificate) Rules, 2001 has been obtained from M/s. P. P. Shah & Co., Practicing Company Secretaries and the same has been attached to this Report.

Corporate Governance

A Report on the Corporate Governance Code along with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance, stipulated under Clause 49 of the Listing Agreements are annexed to this Report.

Conservation Of Energy, Technological Absorption and Foreign Exchange Earnings and Outgo

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors wish to state that the same is not applicable to the Company.

Foreign Exchange Earnings/Outgo : 31/03/2013 31/03/2012 Rs. Rs.

Foreign Exchange Earned : 65,11,041 1,56,35,379

Foreign Exchange Outgo : 1,92,22,391 45,406,453

Auditors

M/s. K. P. Mehta & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

Acknowledgements

The Directors take pleasure in thanking the Company''s business associates/ customers, vendors and bankers for their continued support. The Directors also acknowledge the appreciation of the sincere efforts, contribution and cooperation of the employees.



BY ORDER OF THE BOARD For PUNIT COMMERCIALS LTD



Sd/- Dated: 27th May, 2013 (NIRAV P. MEHTA) Place: Mumbai Director

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Mar 31, 2010

The Directors have pleasure in submitting the 25th Annual Report together with Audited statements of accounts of the company for the year ended on 31st March, 2010.

FINANCIAL RESULTS :

A brief summary of the working of the year under review of the company is given below.

Current Year Previous Year 2009-10 2008-09

Sales 8,47,30,448 20,14,39,858

Other Income 1,12,129 5,97.597

8,48,42,577 20,20,37,455

Profit before Tax . 1,09,718 (1,62,520)

Less:

Provision for Income-Tax

Income Tax 18,900 -

Fringe Benefit Tax - -

Deferred Tax 23,778 -

Prior Period Adjustment for Income tax 1,992 -

Profit after Tax 65,048 (1,62,520)

Add: Opening Balance b/f. 1,24,39,729 1,26,05,033

1,25,04,777 1,24,42,513

Appropriation:

(Excess)/Short Prevision for Income tax - 2,784

Balance carried to Balance Sheet 1,25,04,777 1,24,39,729



DIVIDEND :

Since there are insufficient profits in the current financial year, the Directors of the company decided not to declare any dividend.

COMPLIANCE CERTIFICATE :

In accordance with Section 383 A of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a certificate from a Secretary in the Whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies (Amendment Act, 2000, the Directors confirm that:

(1) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

(2) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended 31st March, 2010

(3) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) The Directors have prepared the annual accounts on a going concern basis. BUSINESS PERFORMANCE :

Due to the recession in the Diamond Market the company was not been able to maintain its sales and profit earning trend.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Associations, Smt. Purnima P. Mehta and Shri Nirav P. Mehta retires by rotation and being eligible offers themselves for re- appointment.

FIXED DEPOSITS :

The Company has not accepted any deposits from the shareholders or Public during the year under review.

PARTICULARS REGARMNG CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE :

Information pursuant to Section 217(l)(a) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy and Technology Absorption is not given as the same is not applicable. During the year under review, your Company has earned foreign exchange equivalent to Rs.3,02,62,083/-.

PERSONNEL :

Particulars of employees as required in terms of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules i975 is as under. None of the employees employed throughout the financial year were in receipt of remuneration of more than Rs.3,00,000/- p.a. in terms of Section 217(2 A) (a)(1)

AUDITORS :

M/s. K. P. Mehta & Co., held office upto the conclusion of 25th Annual General Meeting and are eligible for re- appointment. M/s. K. P. Mehta & Co., have given certificate to the effect that the appointment if made will be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS :

The Directors wish to place on record their sincere appreciation of the valuable support and co-operation received from the Companys Bankers and the Departments of the Central and State Governments.

The Directors also placed on record their sincere appreciation of the valuable contribution made by the employees at all levels under the difficult conditions prevailing throughout the financial year.



FOR AND ON BEHALF OF

PUNIT COMMERCIALS LTD.,

DIRECTOR

Place : MUMBAI

Dated: 14th August, 2010