The National Company Law Tribunal (NCLT), Hyderabad Bench-II, has approved the first motion application for the scheme of arrangement between Prismberry Technologies Private Limited and eYantra Ventures Limited . The order dated July 15, 2026, allows the merger of the wholly-owned subsidiary into the holding company, dispensing with the requirement to convene meetings of equity shareholders and creditors for both entities. This decision streamlines the corporate restructuring process aimed at simplifying the group structure and enhancing operational synergies.

Scheme Details and Approvals

The Board of Directors of Prismberry Technologies approved the scheme on May 20, 2026, while the Board of eYantra Ventures granted its approval on May 25, 2026. The arrangement involves Prismberry Technologies (Transferor Company) merging into eYantra Ventures (Transferee Company). As the transferor is a wholly-owned subsidiary, no shares will be issued or allotted to its shareholders, and no consideration will flow under the scheme. Consequently, a share exchange ratio or valuation report was not deemed necessary.

Capital Structure and Financials

Prismberry Technologies has an authorised share capital of 10,00,000 equity shares of Rs.10 each, with a paid-up capital of 1,00,000 equity shares. eYantra Ventures holds an authorised capital of 25,00,000 equity shares of Rs.10 each and a paid-up capital of 20,06,875 equity shares. The net worth of the transferee company, as on March 31, 2026, stands at Rs. 2,880.80 in Lakhs, which the Tribunal noted is significantly higher than the unsecured liabilities payable.

Shareholder and Creditor Consents

The Tribunal noted that all equity shareholders of Prismberry Technologies, amounting to 100% of its equity share capital, have provided consent affidavits. eYantra Ventures has 506 equity shareholders. While the transferor company has no secured or unsecured creditors, the transferee company has one secured creditor who has consented to the scheme and 139 unsecured creditors. The Tribunal observed that the unsecured creditors are cyclic in nature and will be paid in the ordinary course of business.

Tribunal Order and Rationale

Citing the absence of dissenting shareholders in the transferor company and the strong financial position of the transferee company, the NCLT exercised its powers under Section 230(9) of the Companies Act, 2013, to dispense with the meetings. The order ensures that any interested party may still present contentions before the Tribunal when the companies seek final approval for the scheme. The statutory auditors for both companies have certified that the accounting treatment adopted complies with the standards prescribed under Section 133 of the Companies Act, 2013.

Eyantra Ventures Limited has approved a scheme of arrangement to amalgamate its wholly owned subsidiary, Prismberry Technologies Private Limited, with itself to simplify the group structure and optimize resources. The Board of Directors approved the scheme on May 25, 2026, under Sections 230 to 232 of the Companies Act, 2013. The transaction is subject to necessary statutory and regulatory approvals, including those from shareholders, creditors, and the National Company Law Tribunal (NCLT), Hyderabad Bench. The scheme has been filed with BSE Limited for the purpose of disclosures, in accordance with Regulation 37(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Structure of the Amalgamation

The amalgamation involves Prismberry Technologies Private Limited — the transferor company engaged in software designing and development — merging into Eyantra Ventures Limited, the transferee company engaged in B2B corporate gifting and IT software solutions. The Appointed Date for the scheme has been fixed as April 1, 2026, to facilitate seamless consolidation of books for the entire financial year 2026-27. Upon sanction by the NCLT, the scheme shall become operative from the Effective Date, and the Transferor Company shall stand dissolved without being wound up.

The rationale cited for the merger includes greater integration and financial strength for the amalgamated entity, simplification of management structure, pooling of resources including manpower and administration, optimum utilization of infrastructure, and elimination of duplication of administrative expenses. The scheme also aims to simplify the group structure by eliminating multiple companies having similar objectives in relation to software solutions.

Share Capital and Financial Details

The following table outlines the share capital and financial details of the entities involved as on March 31, 2026:

Upon completion of the amalgamation, the entire paid-up share capital of the transferor company will stand cancelled and extinguished. No new shares will be issued by Eyantra Ventures Limited, nor will any cash payment be made in lieu of the cancellation of shares. Consequently, there will be no change in the shareholding pattern of Eyantra Ventures Limited following the arrangement.

Authorised Share Capital and MOA Amendment

Upon the scheme coming into effect, the authorised share capital of Prismberry Technologies will stand combined with that of Eyantra Ventures Limited. The revised authorised share capital of the transferee company will be Rs. 2,60,00,000 (Rupees Two Crores and Sixty Lakhs only), divided into 26,00,000 equity shares of Rs. 10/- each. Additionally, a new sub-clause will be inserted under Clause III(a) of the Memorandum of Association of the transferee company, covering businesses related to computer hardware, electronic and telecommunication equipment, educational institutions for IT and electronics, networking infrastructure including data centres and wide area networks, and offshore and onshore software development.

Accounting Treatment and Related Party Disclosure

The amalgamation will be accounted for using the 'Pooling of Interest' method as per Appendix C of Indian Accounting Standard (Ind AS) 103 — Business Combinations. All assets, liabilities, and reserves of the transferor company shall be recorded in the books of the transferee company at their existing carrying amounts as appearing in the consolidated financial statements. Comparative accounting periods will be restated as if the merger had occurred from August 23, 2023, the date from which both companies have been under common control.

The Board confirmed that the transaction falls under related party transactions as Prismberry Technologies Private Limited is a wholly owned subsidiary. However, the transaction is exempt from certain related party regulations under the Companies Act, 2013, and SEBI Listing Obligations Regulations, 2015, due to the nature of amalgamations and the consolidation of accounts. The Board meeting commenced at 05:30 P.M. IST and concluded at 06:30 P.M. IST on May 25, 2026. The requisite details under Regulation 30 and the SEBI Master Circular have been submitted to the stock exchanges.