Pursuant to SEBI Listing Regulations (Regulation 30), Eyantra Ventures Limited intimates that the Hon'ble National Company Law Tribunal (NCLT), Hyderabad Bench-II, has allowed the first motion application in connection with the Scheme of Arrangement between Prismberry Technologies Private Limited (Transferor Company/Wholly Owned Subsidiary) and Eyantra Ventures Limited (Transferee Company/Holding Company) and their respective shareholders and creditors under Sections 230-232 of the Companies Act, 2013.

The NCLT order dated July 15, 2026 (CA (CAA) No. 24/230/HDB/2026), pronounced by Hon'ble Members Shri Rajeev Bhardwaj (Judicial) and Shri Sanjay Puri (Technical), has dispensed with the requirement of convening meetings of equity shareholders, secured creditors, and unsecured creditors of both the Transferor and Transferee Companies.

Company Particulars

Prismberry Technologies Private Limited (Transferor Company)

  • Incorporated: November 20, 2019
  • Business: Software design, development, customization, implementation, maintenance, testing; computer hardware manufacturing; IT-enabled services; educational institutions
  • Share Capital as of March 31, 2026:
  • Authorized: 1,00,000 equity shares of ₹10 each (₹10,00,000)
  • Issued, Subscribed and Paid-up: 10,000 equity shares of ₹10 each (₹1,00,000)

Eyantra Ventures Limited (Transferee Company)

  • Incorporated: December 22, 1984 (as "PUNIT COMMERCIALS LIMITED")
  • Name changed to current name: November 22, 2022
  • Business: Prepaid cards, utility bill payments, micro credit cards, vouchers, coupons, bonus rewards programs, smartcards, e-wallets (subject to RBI authorization)
  • Share Capital as of March 31, 2026:
  • Authorized: 25,00,000 equity shares of ₹10 each (₹2,50,00,000)
  • Issued, Subscribed and Paid-up: 20,06,875 equity shares of ₹10 each (₹2,00,68,750)

Scheme Approval and Rationale

The Board of Directors of Prismberry Technologies approved the Scheme of Arrangement on May 20, 2026. The Board of Directors of Eyantra Ventures approved the Scheme on May 25, 2026.

The amalgamation is expected to provide:

  • Greater integration and financial strength for the amalgamated entity
  • Simplified management structure and reduced costs
  • Pooling of resources (manpower, management, administration, marketing) resulting in operational synergies
  • More efficient use of infrastructure facilities and reduction in statutory compliances
  • Simplification of group structure by eliminating multiple companies with similar software solutions objectives

Shareholder and Creditor Details

Prismberry Technologies (Transferor Company)

  • Equity Shareholders: 2 shareholders holding 100% of equity share capital (both provided consent/NOC affidavits)
  • Secured Creditors: None as of May 25, 2026
  • Unsecured Creditors: None as of May 25, 2026

Eyantra Ventures (Transferee Company)

  • Equity Shareholders: 506 shareholders
  • Secured Creditors: 1 creditor as of May 25, 2026 (provided consent affidavit)
  • Unsecured Creditors: 139 creditors as of May 25, 2026

Accounting Treatment

The Statutory Auditors of both companies certified on May 25, 2026 that the accounting treatment adopted in the scheme complies with Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

Since Prismberry is a wholly-owned subsidiary merging into its holding company, no shares will be issued or allotted by Eyantra Ventures to Prismberry's shareholders. No consideration flows under the Scheme, making share exchange ratio determination and valuation report unnecessary.

Tribunal Reasoning

The NCLT dispensed with meetings based on:

  • All equity shareholders of Prismberry (100%) provided consent affidavits
  • Prismberry has no creditors
  • Eyantra's sole secured creditor provided consent
  • Eyantra's net worth as of March 31, 2026 is ₹2,880.80 lakhs, which substantially exceeds unsecured creditor obligations
  • Unsecured creditors are cyclic in nature and will be paid by Eyantra in ordinary course of business
  • The equity shares held by Eyantra in Prismberry will stand cancelled entirely

Order Details

The NCLT ordered:

(a) Dispensation of meetings for equity shareholders of both companies

(b) Dispensation of meetings for creditors (secured and unsecured) of both companies

(c) Interested persons may still raise contentions when the companies seek final scheme approval

(d) The application CA (CAA) No.24/230/HDB/2026 is allowed and disposed

The order was digitally signed by both Hon'ble Members and pronounced on July 15, 2026.