Photon Capital Advisors Ltd Directors Report

To The Members of PHOTON CAPITAL ADVISORS LIMITED

Your Board of Directors take pleasure in presenting the 41st Annual Report together with Audited Financial Statements of the Company for the financial year ended 31st March, 2026.

FINANCIAL RESULTS

The financial results and performance of your Company for the year ended on 31st March, 2026 is summarized below:

(Amount in Lakhs)

Particulars	2025-26	2024-25
Revenue from operations	144.00	-
Other Income	28.64	24.54
Total Income	172.64	24.54
Total Expenses	64.50	50.59
Profit/(loss) before tax	108.14	(26.05)
Tax Expense: Current Tax	10.00	-
Deferred Tax	9.26	24.58
Profit/(loss) after tax	88.88	(50.64)

REVIEW OF OPERATIONS

For the financial year 2025-26, your Company recorded a turnover of Rs.144.00 Lakhs and a net profit of Rs.88.88 Lakhs as compared to the previous years Nil turnover and net loss of Rs.50.64 Lakhs.

STATEMENT OF AFFAIRS

Your Company has commenced operations in the business of Software Services, Information Technology (IT) and Information Technology Enabled Services (ITES). The Company is focused on strengthening its presence in the technology sector and is actively evaluating opportunities in the Data Centre space, including the provision of components for data centres and critical software services and solutions relating to data centre operations and allied activities.

The IT and ITES industry in India continues to be one of the fastest-growing sectors, driven by rapid digital transformation, increasing cloud adoption, advancements in artificial intelligence and the growing demand for data centre infrastructure. The Indian data centre industry is also witnessing significant growth, supported by increasing data localisation requirements, expansion of cloud services and various Government initiatives aimed at strengthening the digital and technology ecosystem.

In this evolving business environment, your Company intends to leverage the emerging opportunities in the technology and data centre ecosystem by scaling its existing software development and IT consulting operations, while simultaneously evaluating and pursuing opportunities to provide components and critical software solutions for data centre operations and allied activities.

The Company remains committed to building sustainable capabilities, identifying new business opportunities and creating long-term value for its stakeholders through its focus on technology-driven and digitally enabled business solutions.

DIVIDEND

For the FY 2025-26, your Board of directors does not recommend any dividend for the financial year.

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves during the financial year 2025-26.

ASSOCIATE COMPANY

As on March 31, 2025, the Company had an associate company, Nicosa Consulting Private Limited. During the financial year 2025-26, the Company transferred its entire holding of 23,96,000 equity shares of face value 10 each in Nicosa Consulting Private Limited (the "Associate Company") to Mrs. Sobharani Nandury and Ms. Vennela Nandury, pursuant to the approval of the shareholders obtained at the Extra-Ordinary General Meeting held on December 5, 2025. Consequently, Nicosa Consulting Private Limited ceased to be an associate of the Company and, accordingly, the Company is not required to prepare consolidated financial statements for the financial year 2025-26.

SHARE CAPITAL

The Share Capital of the Company as on March 31, 2026 stands as follows:

Sl. No. Particulars	(Amt. in Rs.)
Authorised Share Capital: 60,00,000 Equity Shares of Rs.10 each	Rs.6,00,000
Issued, Subscribed & Paid up Capital: 27,20,694 Equity Shares of Rs.10 each	Rs.2,72,06,940

The Shareholders of the Company, at their Extra-Ordinary General Meeting held on February 19, 2026, approved the following resolutions:

i. Increase in Authorised Share Capital

As on March 31, 2025, the Authorised Share Capital of the Company was 4,00,00,000 (Rupees Four Crore Only) divided into 40,00,000 (Forty Lakh) equity shares of 10/- (Rupees Ten Only) each. Pursuant to the approval accorded by the shareholders at the Extra-Ordinary General Meeting held on February 19, 2026, the Authorised Share Capital of the Company was increased to 6,00,00,000 (Rupees Six Crore Only) divided into 60,00,000 (Sixty Lakh) equity shares of 10/- (Rupees Ten Only) each. The newly created equity shares rank pari passu in all respects with the existing equity shares of the Company.

ii. Preferential Issue of 12,07,000 Equity Shares

The shareholders approved the issue and allotment of up to 12,07,000 (Twelve Lakh Seven Thousand) fully paid-up equity shares of face value 10/- (Rupees Ten Only) each at an issue price of 115/- (Rupees One Hundred Fifteen Only) per equity share, including a premium of 105/- (Rupees One Hundred Five Only) per equity share, aggregating up to 13,88,05,000/- (Rupees Thirteen Crore Eighty-Eight Lakh Five Thousand Only). The said issue was approved in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and was made to identified persons on a preferential basis for cash consideration.

Pursuant to the aforesaid approval, the Board of Directors, at its meeting held on March 20, 2026, allotted 12,07,000 equity shares on a preferential basis. Consequently, the paid-up share capital of the Company as on March 31, 2026 stood at 72,72,06,940/- divided into 27,20,694 equity shares of 10/- each.

iii. Preferential Issue of 19,90,000 Convertible Warrants

The shareholders further approved the issuance of up to 19,90,000 (Nineteen Lakh Ninety Thousand) unlisted convertible warrants ("Convertible Warrants") on a preferential basis at an issue price of 115/- (Rupees One Hundred Fifteen Only) per warrant, aggregating up to 22,88,50,000/- (Rupees Twenty-Two Crore Eighty-Eight Lakh Fifty Thousand Only). Each Convertible Warrant carries an entitlement to subscribe to and be allotted one equity share of face value 10/- (Rupees Ten Only) each upon exercise of the conversion option, in accordance with applicable laws.

Pursuant to the said approval, the Board of Directors, at its meeting held on March 20, 2026, allotted 19,90,000 Convertible Warrants upon receipt of the minimum subscription amount equivalent to 25% of the issue price, aggregating to 5,72,12,500/- (Rupees Five Crore Seventy-Two Lakh Twelve Thousand Five Hundred Only).

Accordingly, assuming full conversion of all the outstanding Convertible Warrants into equity shares, the diluted paid-up share capital of the Company as on March 31, 2026 would be 4,71,06,940/- (Rupees Four Crore Seventy-One Lakh Six Thousand Nine Hundred Forty Only) divided into 47,10,694 equity shares of 10/- each.

iv. Alteration of Articles of Association

Pursuant to the provisions of Section 5, 14 and other applicable provisions of the Companies Act, 2013, the Shareholders approved the adoption of new set of Articles of Association in substitution, and to the entire exclusion of the regulations contained in the existing Articles of Association of the Company.

v. Alteration of Memorandum of Association

The Company in order to diversify its business segments, take significant step towards expanding the Companys portfolio and tapping into new opportunities for growth, proposed to venture into the activities of Artificial Intelligence and related technology business altered the Objects of the Company by adding the following clauses:

1.1. "To establish, expand, and scale advanced AI-native and data-driven businesses, including the research, development, deployment, and commercialization of artificial intelligence platforms, machine learning and deep-learning systems, autonomous decision engines, intelligent automation solutions, predictive analytics, large-scale data intelligence frameworks, cloud-native technologies, cybersecurity solutions, and other next-generation digital innovations; and to undertake investments in core technology infrastructure, proprietary algorithms, software platforms, tools, licenses, cloud environments, data assets, and intellectual property necessary to support and advance such activities and also to hire, train, develop, and retain skilled professionals and technical resources necessary to support, manage, and execute the aforesaid technology, IT, ITES, cloud, and data-driven business verticals; including but not limited to engineers, developers, analysts, cybersecurity specialists, management personnel, and operational teams.

1.K. To fund and undertake strategic acquisitions, mergers, takeovers, investments, and purchases of equity, securities, businesses, undertakings, or assets of target companies, whether in India or overseas, engaged in technology, IT, ITES, digital services, financial services, consulting, or other allied sectors; for the purpose of accelerating growth, driving market expansion, and enhancing value creation."

OPEN OFFER AND PREFERENTIAL ISSUE OF EQUITY SHARES AND WARRANTS

Mr. Sreeram Reddy Vanga ("Acquirer") entered into a Share Purchase Agreement ("SPA") dated January 20, 2026 with the existing Promoter and Promoter Group of the Company for the acquisition of 9,97,000 equity shares of the Company held by them.

Further, the Board of Directors, at its meeting held on January 20, 2026, approved the issue and allotment of 12,07,000 equity shares of face value 10 each at an issue price of 115 per equity share and 19,90,000 convertible warrants at an issue price of 115 per warrant on a preferential basis to the Acquirer and certain non-promoter investors. Out of the aforesaid securities, 4,85,000 equity shares and 9,90,000 convertible warrants were allotted to the Acquirer.

Pursuant to the acquisition proposed under the SPA and the preferential allotment made to the Acquirer, Mr. Sreeram Reddy Vanga filed a Public Announcement on January 20, 2026 with BSE Limited, the Securities and Exchange Board of India ("SEBI") and the Company, triggering an open offer under the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, for the acquisition of up to 7,11,000 fully paid-up equity shares of face value 10 each from the public shareholders of the Company. The Open Offer was made at a price of 115/- per equity share, payable in cash, representing 26.13% of the voting capital of the Company.

The preferential issue of equity shares and convertible warrants was approved by the shareholders of the Company by way of a special resolution passed at the Extraordinary General Meeting held on February 19, 2026. Pursuant thereto, the allotment of the aforesaid equity shares and convertible warrants was completed on March 20, 2026.

Subsequent to receipt of the requisite approvals in relation to the open offer, the tendering period commenced on March 25, 2026 and concluded on April 10, 2026. During the tendering period, 32 (Thirty-Two) equity shares were tendered by the public shareholders, all of which were accepted by the Acquirer.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year under review, your Company underwent a change in its nature and scope of business and commenced operations in the areas of Software Services, Information Technology (IT) and Information Technology Enabled Services (ITES). The change marks the Companys strategic shift towards technology-driven and digitally enabled business activities.

The shift in the nature of business is in line with the evolving opportunities in the Indian technology sector, which is witnessing significant growth on account of rapid digital transformation, increasing cloud adoption, advancements in artificial intelligence and the growing demand for data centre infrastructure. The Company intends to leverage these emerging opportunities by strengthening its existing technology capabilities and exploring new avenues in the IT, ITES and Data Centre segments.

Accordingly, during the year under review, the Company transitioned from its earlier business activities to a technology-focused business model and is presently focused on building sustainable capabilities in the areas of software services, IT and ITES, while evaluating further opportunities in the Data Centre and allied technology ecosystem.

The Company remains committed to identifying new business opportunities, developing technology-driven solutions and creating sustainable long-term value for its stakeholders.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 124(5) of the Companies Act, 2013 do not apply to the Company as no dividend has been declared by the Company since its inception.

MATERIAL CHANGES AND COMMITMENTS

Subsequent to the close of the financial year, Ms. Shruti Agarwal resigned from the position of Company Secretary and Compliance Officer of the Company with effect from April 30, 2026.

Further, pursuant to the change in control of the Company arising from the recent preferential issue of equity shares and the subsequent Open Offer made by Mr. Sreeram Reddy Vanga, it was considered appropriate to reconstitute the Board of Directors to align its composition with the revised management structure and further strengthen the Companys governance framework.

Consequent to the completion of the Open Offer on April 10, 2026 and the SPA/preferential allotment, Mr. Sreeram Reddy Vanga has acquired control of the Company and has been classified as the Promoter of the Company; the erstwhile promoter and promoter group have been reclassified as public shareholders, for which intimation was made to BSE Limited on June 25, 2026 in terms of Regulation 31A(10) of the Listing Regulations.

Accordingly, a new Board of Directors and Key Managerial Personnel have been appointed with a view to leveraging their expertise, experience, and leadership capabilities to support the Companys future growth and strategic objectives and Mr. Sreedhar Babu Kanuri resigned from the Office of Chief Financial Officer w.e.f. June 30, 2026.

Except as stated above, no material changes or commitments have occurred between the end of the financial year to which the financial statements relate and the date of this Report that could have a material impact on the financial position of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as Annexure-3 to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has framed a risk management framework to identify, business risk and challenges across the Company. The risk framework helps us meet the business objectives by aligning operating controls with the mission and vision of the Company. After extensive deliberation on the nature of risk and after adequate risk mitigations steps, the business activities are being carried out under the direct supervision of the Board of Directors of the Company to ensure that no foreseeable risk involved in such an activity which may threaten the existence of the Company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility are not applicable to the Company and as such, the Company has not developed and implemented any such initiative.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided in Annexure-2 hereto which forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186

Details of Loans, Guarantees and Investments made during the Financial Year and/or outstanding as on March 31, 2026, covered under the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, are provided in the notes to the Financial Statements.

STATUTORY AUDITORS

M/s. M. Anandam & Co., Chartered Accountants, Hyderabad, were re-appointed as the Statutory Auditors of the Company for a term of five consecutive years at the 37th Annual General Meeting and were to hold office until the conclusion of the 42nd Annual General Meeting of the Company.

Subsequent to the close of the financial year 2025-26, M/s. M. Anandam & Co. resigned as the Statutory Auditors of the Company with effect from June 25, 2026 thereby creating a casual vacancy in the office of Statutory Auditors. To fill the said casual vacancy, the Board of Directors has appointed M/s. SNDJ & Co., Chartered Accountants (Firm Registration No. 014929S), as the Statutory Auditors of the Company to hold office until the conclusion of this Annual General Meeting, subject to the approval of the shareholders.

Further, based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s. SNDJ & Co., Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 41st Annual General Meeting and continuing until the conclusion of the 46th Annual General Meeting, to conduct the audit of the accounts of the Company for the financial years commencing from April 1, 2026 and ending on March 31, 2031, subject to the approval of the shareholders.

AUDITORS REPORT

The Statutory Auditors, M/s. M. Anandam & Co., Chartered Accountants (ICAI Firm Registration No. 000125S), have issued their report on the financial statements of the Company for the financial year ended March 31, 2026.

The Auditors Report for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITORS

Pursuant to section 138 of the Companies Act, 2013, M/s. Bashettty & Joshi, Chartered Accountants, Hyderabad was the Internal Auditors of the company for the financial year 2025-26. The Internal Auditors are submitting their reports on quarterly basis.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed GMR & Associates, Company Secretaries, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2025-26.

The Secretarial Audit Report issued by M/s. GMR & Associates for the FY 2025-26 is enclosed as Annexure 4 to this Report.

The Secretarial Audit Report for the financial year under review contains observations relating to certain delays in submission of statutory filings with BSE Limited, as detailed below:

Corporate Governance Report for the quarter ended December 31, 2015: BSE Limited imposed a fine of ?5,000 on the Company for delayed submission of the Corporate Governance Report by five days under Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said fine was paid by the Company on February 18, 2026.

Statement of Shareholder Complaints: BSE Limited imposed a fine of ?17,000 on the Company for non-submission of the statement of shareholder complaints for the Quarter ended March 31, 2026 within the prescribed timeline under Regulation 13(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable circulars. The said fine was paid by the Company on June 6, 2026.

The Board has taken note of the observations of the Secretarial Auditor and has duly complied with the requirements pointed out by the Stock Exchange. The Company has also strengthened its internal compliance and monitoring mechanisms to ensure timely submission of statutory filings and disclosures to the Stock Exchange and other regulatory authorities.

The Board further confirms that necessary corrective measures have been implemented and the Company continues to monitor its regulatory and listing compliance closely to minimise the possibility of recurrence of such instances in future.

Except the above, the Secretarial Audit Report confirms that your Company has complied with the provisions of the Act, Rules, Regulations, and Guidelines and that there were no deviations or non-compliances.

Further, in view of the amendments to Regulation 24A of the Listing Regulations, it is proposed to appoint P.V. Lakshmi Rajani (C P No.: 22972) as Secretarial Auditor of your Company for a period of 5 (Five) consecutive financial years i.e., from the FY 2026-27 to FY 2030-31 to undertake Secretarial Audit for each of the said years. Resolution forms part of Notice attached hereto.

REPORTING OF FRAUDS

During the year under review, there was no instance of fraud, misappropriation which required the Auditors to report to the Audit Committee and/or Board under the first proviso of Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

MAINTENANCE OF COST RECORDS

The requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the Company. Accordingly, the Company has not maintained such accounts and records for the financial year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

i. Independent and Non-Executive Directors

As per the provisions of section 152 of the Companies Act, 2013, Mr. Tejaswy Nandury (DIN: 00041571), Director retired by rotation and was re-appointed in the 40th AGM of the Company.

Subsequent to the closure of Financial year, Pursuant to the change in control of the Company consequent to the preferential issue of equity shares and the subsequent Open Offer made by Mr. Sreeram Reddy Vanga as mentioned above in this Board Report, a process for reconstitution/revision of the Board of Directors was undertaken to align the Board composition with the new management structure and governance requirements. Therefore, the following are the details of appointments and Resignations of the Directors:

Appointments:

S.No Name of the Director	Designation	Date of Appointment
1 Mr. Sreeram Reddy Vanga	Chairman and Managing Director	June 25, 2026
2 Mr. Venkataireddy Marella	Non-Executive Independent Director	June 25, 2026
3 Mr. Navneeth Subramanian	Non-Executive Independent Director	August 08, 2026
4 CA Arpitha Mettu	Non-Executive Independent Director	June 25, 2026
5 CA Venkata Rao Nagakankaa Dhanyamraju	Non-Executive Non Independent Director	June 25, 2026
6 Dr. Lalitha Palle	Non-Executive Non Independent Director	June 25, 2026

Resignations:

S.No Name of the Director	Designation	Date of Resignation
1 Sobharani Nandury	Whole-time Director	June 25, 2026
2 Tejaswy Nandury	Non-Executive Non Independent Director	June 25, 2026
3 Suchitra Nandury	Non-Executive Non Independent Director	June 25, 2026
4 V R Shankara	Non-Executive Non Independent Director	June 25, 2026
5 Venkata Subash Lingareddy	Non-Executive Independent	June 25, 2026

All the Independent Directors of your Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective, independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including proficiency) and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of your Company have got their names included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

ii. Whole Time Directors & Other Key Managerial Personnel

During the year there were no changes in the Whole-time Director or any other Key Managerial Personnel.

Subsequent to the closure of Financial Year:

Ms. Shruti Bajrangal Agarwal, Company Secretary & Compliance Officer (Membership No.: A58362) of the Company has tendered her resignation from the services vide her resignation letter dated April 01, 2026, due to professional opportunities and other pre-occupations. She was relieved from the services of the Company with effect from the close of business hours on April 30, 2026. Mrs. Sobharani Nandury has resigned from the office of Whole-time Director of the Company w.e.f June 25, 2026 due to change in control of the Company consequent to the recent Preferential Issue and Open Offer made by Mr. Sreeram Reddy Vanga. Mr. Sreeram Reddy Vanga was appointed as additional Director in the capacity of Chairman & Managing Director of the Company w.e.f June 25, 2026 subject to the approval of shareholders of the Company. Mr. Ankit Singh (M.No: A40794) was appointed as Company Secretary and Compliance Officer of the Company w.e.f June 25, 2026. Mr. Sreedhar Babu Kanuri, Chief Financial Officer the Company has tendered his resignation from the services vide his resignation letter dated June 30, 2026, due to change in control of Management.

DIRECTORS RETIRING BY ROTATION

None of the current Directors of the Board are liable to retire by rotation under Section 152 of the Companies Act, 2013, at the 41st Annual General Meeting of the Company. However, their appointment as Additional Directors on the Board is subject to shareholders approval at the said Meeting.

BOARD MEETINGS

Seven (07) meetings of the Board of Directors were held during the financial year and the details are given in paragraph 2(b) of Corporate Governance report attached to this Annual Report.

INDEPENDENT DIRECTORS MEETING

During the Financial Year 2025-26, The Independent Directors of the Company had met on 3 (three) times i.e., on January 20, 2026, March 19, 2026 and March 28, 2026.

In the Independent Directors Meeting held on March 28, 2026, the Independent Directors reviewed the performance of non-independent directors and the Chairperson of the Company, including overall assessment on the effectiveness of the Board in performing its duties and responsibilities.

The Board comprises Members having expertise in Technical, Banking and Finance. The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant field vis-?-vis the business of the Company.

COMMITTEES THE BOARD HAS FOLLOWING STATUTORY COMMITTEES

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

The composition, attendance, powers and role of the Committees are included in the Corporate Governance Report which forms part of this Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER MATTERS

a. Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee has been formed in compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of your Company, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance, recommend the remuneration package of both the Executive and the Non-Executive Directors on the Board and also the remuneration of Senior Management, one level below the Board. The Committee reviews the remuneration package payable to Executive Director(s), makes appropriate recommendations to the Board and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisions of the Companies Act, 2013 and Listing Regulations and the same is enclosed as Annexure-5 and the Remuneration Policy is posted on the website of your Company which may be accessed at link: https://www.photocapital.in/documents/regulation-46/policies/nomination-and-remuneration-policy.pdf

The remuneration determined for Executive/Non-Executive Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are entitled to sitting fees for attending meetings of the Board and the Committees. The remuneration paid to Directors and Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of your Company.

Brief terms of Nomination and Remuneration Policy and other matters provided in Section 178(3) of the Act and Regulation 19 of Listing Regulations are disclosed in the Corporate Governance Report, which forms part of this Report.

b. Familiarisation/Orientation program for Independent Directors

A formal familiarization program was conducted apprising the directors of the amendments in the Companies Act, rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws to your Company and all the directors were also apprised about the business activities of your Company.

It is the general practice of your Company to notify the changes in all the applicable laws to the Board of Directors, from time to time. The objective of the program is to familiarize Independent Directors on the Board with the business of your Company, industry in which your Company operates, business model, challenges etc. through various programs such as interaction with experts within your Company, meetings with our business leads and functional heads on a regular basis.

The details of such familiarization programs for Independent Directors are posted on the website of your Company which may be accessed at link: https://www.photocapital.in/documents/regulation-46/policies/familiarisation-programme-for-independent-directors.pdf

FORMAL ANNUAL EVALUATION MADE BY THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and all other committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of your Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of the Executive Directors & Non-Executive Directors who also reviewed the performance of the Secretarial Department. The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The Directors expressed their satisfaction with the evaluation process.

ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT-7 is placed on the website of your Company which may be accessed at https://www.photoncapital.in/documents/regulation-46/annual-returns/form-mgt-7-fy-2025-26.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

a. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. 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 as at March 31, 2026 and of the profit or loss of the Company for the financial year ended on that date;
c. Proper and sufficient care for the maintenance of adequate accounting records in accordance with this provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The annual accounts for the year 2025-26 have been prepared on a going concern basis.
e. Proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively.
f. Devised proper Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DEPOSITS

Your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and as such, no principal or interest was outstanding as on the date of the Balance sheet. Further, your Company has not accepted any loans/advances from any of its Directors during the year under review.

ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Board has ensured that there are adequate Internal Financial Controls commensurate with the size, nature of operations and requirements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by your Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of your Company at large.

All related party transactions are placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained as per the Act and Listing Regulations for the transactions which are foreseeable and repetitive in nature. Your Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

Particulars of contracts or arrangements with related parties are provided in Annexure 1 in Form AOC-2 pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 and forms part of this report.

The policy on materiality of Related Party Transactions and dealings in related party transactions, as approved by the Board is uploaded on the website of your Company and the web link is https://www.photoncapital.in/documents/regulation-46/policies/rpt-policy.pdf

Disclosures of related party transactions under Regulation 34(3) read with Schedule V of the Listing Regulations:

S.No In the accounts of	Particulars	Amount at the year ended 31st March, 2026	Maximum amount outstanding during the year 2025-26
1 Photon Capital Advisors Limited	(i) Loans and Advances to subsidiaries	NA	NA
	(ii) Loans and Advances to Joint Ventures / associates	NA	NA
	(iii) Loans and advances to firms/companies in which Directors are interested	NA	NA
2 Photon Capital Advisors Limited	Investment by the Loanee in the shares of parent company / subsidiary company when the company has made a loan or advance	NA	NA

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is herewith annexed as Annexure-6 to this report.

DEMATERIALIZATION OF SHARES

88.88% of the total paid up equity shares of our Company are in dematerialized form as on 31st March, 2026.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application is made on Company or by Company and there were no ongoing/pending proceedings under the provisions of Insolvency and Bankruptcy Code, 2016.

THE 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

During the year under review, there are no such cases.

LISTING & TRADING

Our Equity Shares are listed on BSE Limited. The listing fee for the FY 2026-27 has been duly paid. You may further note that the listing/trading was not suspended at any time during the financial year 2025-26.

CORPORATE GOVERNANCE

As the paid-up capital of the Company is less than 10 Crores and the net worth of the Company is less than 25 Crores, the provisions of Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A and 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and Paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.

However, the Company has voluntarily disclosed the Corporate Governance Report, along with a certificate of compliance issued by a Practising Company Secretary, as a part of this Report.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

No major changes in employees recruitment during the financial year under review. The company has not made significant development in human resources.

INFORMATION AS REQUIRED U/S 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. We further state that there were no complaint received/pending under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Details are as follow:

Particulars	Count
a. Number of complaints of Sexual Harassment received in the Year	0
b. Number of Complaints disposed off during the year	0
c. Number of cases pending for more than ninety days	0

The Company is not required to constitute the Internal Complaints Committee under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as the total employees of the Company are not exceeding 10.

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and confirmed that there were no requests received during the year.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (LODR) Regulations, 2015, includes Vigilance and Ethics officer, Senior executive of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or telephone or a letter to the officer or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: https://www.photocapital.in/documents/regulation-46/policies/vigil-mechanism.pdf

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and your Company continues to send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with your Company/RTA.

ACKNOWLEDGEMENTS

Your directors gratefully acknowledge the support and co-operation extended by all the shareholders, customers, bankers, mutual funds, share brokers to your company during the financial year and look forward to their continued support.

Your directors also place on record their appreciation of the dedication and commitment displayed by the employees of the company.

On behalf of the Board// For PHOTON CAPITAL ADVISORS LIMITED

Sd/- Sreeram Reddy Vanga Chairman & Managing Director DIN: 00654545

Sd/- Dr. Lalitha Palle Director DIN: 08887909

Place: Hyderabad Date: August 08, 2026