Photon Capital Advisors Ltd

Dematerialisation/rematerialisation status

• Details of dematerialised/rematerialised securities were furnished to all stock exchanges where the company's shares are listed.

CFO Appointment

• Change type: Appointment of Chief Financial Officer.
• Appointee: Rama Kiran Kumar Varma Pothuri, Chief Financial Officer.
• Effective date: September 29, 2026.
• Term: Not Applicable.
• Reason: Appointment to CFO role.
• Profile: MBA in Finance and Marketing; extensive financial management and compliance experience.
• Relationship with directors: Not related to any Director/KMP.

Photon Capital Advisors Ltd – Trading Window Closure from 1 October 2026 until 48 hours after the unaudited Q2/H1 results for the period ended 30 September 2026

AGM Details

• Date and time: 21 September 2026 at 11:00 AM.
• Mode: Physical AGM at Registered Office, Hyderabad.
• Record date: 14 September 2026.
• Total shareholders on record: 6518.
• Resolutions proposed: 20.

Key Resolutions and Outcomes

• Resolution 1 (Ord): Adopt FY2026 Audited Financial Statements; Passed.
• Resolution 2 (Special): Appointment of Sreeram Reddy Vanga as Chairman and MD; Passed (99.25%).
• Resolution 3 (Special): Appointment of Venkatareddy Marella as Independent Director; Passed.
• Resolution 4 (Special): Appointment of Navneeth Subramanian as Independent Director; Passed.
• Resolution 5 (Special): Appointment of Arpitha Mettle as Independent Director; Passed.
• Resolution 6 (Ord): Appointment of Mrs. Palle Lalitha as Non-Executive Director; Passed.
• Resolution 7 (Ord): Appointment of Venkata Rao Nagakanaka Dhanyamraju as Non-Executive Director; Passed.
• Resolution 8 (Ord): Appointment of Statutory Auditors to fill casual vacancy; Passed.
• Resolution 9 (Ord): Appointment of Statutory Auditors; Passed.
• Resolution 10 (Special): Increase of borrowing limits; Passed.
• Resolution 11 (Special): Loans, guarantees, securities, investments under Section 186; Passed.
• Resolution 12 (Special): Alteration of MOA objects clause; Passed.
• Resolution 13 (Special): Change of name and MOA/Articles; Passed.
• Resolution 14 (Special): Adoption of Inference ESOS 2026; Passed.
• Resolution 15 (Special): ESOS 2026 benefits to subsidiary employees; Passed.
• Resolution 16 (Special): Approval of Inference ESPS 2026 and Trust; Passed.
• Resolution 17 (Special): Extend ESPS 2026 benefits to subsidiary employees; Passed.
• Resolution 18 (Special): Use of Trust route for ESOS/ESPS; Passed.
• Resolution 19 (Ord): Appointment of Secretarial Auditors; Passed.
• Resolution 20 (Special): Increase of NRIs holding in the Company; Passed.

Governance Notes

• Resolution 2 notes promoter/related-party interest disclosure.
• Consolidated Scrutinizer's Report dated 22 Sep 2026 confirms all resolutions passed.

AGM Details

• Date and venue: 21 September 2026 at registered office.
• Time: 11:00 to 11:30 A.M.
• Mode: physical AGM with remote e-voting and poll.
• Quorum: 44 members including proxies.
• Voting results: remote e-voting completed; results to be declared with poll results.
• Consolidated results to be submitted to stock exchange and placed on company site.

Resolutions Presented

• Ordinary: Adopt Audited Financial Statements for the year ended 31 March 2026.
• Appointment of Sreeram Reddy Vanga as Chairman & Managing Director.
• Appointment of Venkatareddy Marella as Independent Director.
• Appointment of Navneeth Subramanian as Independent Director.
• Appointment of Arpitha Mettu as Independent Director.
• Appointment of Palle Lalitha as Non-Executive Director.
• Appointment of Venkata Rao Nagakanaka Dhanyamraju as Non-Executive Director.
• Appointment of Statutory Auditors to fill casual vacancy.
• Appointment of Statutory Auditors.
• Increase of Borrowing Limits.
• Approval of Loans, Guarantees, Securities, and Investments under section 186(2).
• Alteration of the objects clause of the MOA.
• Approval of change of name and MOA/Articles alterations.
• Adoption of INFERENCE ESOS 2026.
• Extend ESOS 2026 benefits to subsidiary employees.
• Approval of INFERENCE ESPS 2026 and its implementation through Trust.
• Extend ESPS 2026 benefits to subsidiary employees.
• Use of trust route for ESOS/ESPS and funding the trust.
• Appointment of Secretarial Auditors.
• Increase of NRI holding in the company.

Voting Status

• Voting results to be declared later; e-voting results to be consolidated with physical poll.

Director Changes

• Appointment of Chairman and Managing Director; multiple Independent and Non-Executive Directors appointed.

Auditor Appointments

• Statutory Auditors appointed to fill casual vacancy.
• Statutory Auditors appointed for the company.
• Secretarial Auditor appointed.

Other Material Approvals

• Increase of Borrowing Limits approved.
• Loans/guarantees/securities/investments approvals under section 186(2).
• Alteration of MOA objects; name change and related MOA/Articles changes.
• Adoption of ESOS/ESPS schemes and related trust arrangements.
• ESOS/ESPS benefits extended to subsidiary employees; trust route approvals.
• Increase of NR I holding in the company.

Financial highlights

• Revenue from operations: ₹144.00 lakh in FY2025-26.
• Total income: ₹172.64 lakh in FY2025-26.
• Profit before tax: ₹108.14 lakh in FY2025-26.
• Profit after tax: ₹88.88 lakh in FY2025-26.
• Basic EPS: ₹5.73; Diluted EPS: ₹5.14.
• End-year cash and cash equivalents: ₹46.00 lakh.
• No borrowings in the year.

Capital structure

• Authorised share capital raised to ₹6 crore.
• Preferential equity issue: 12,07,000 shares issued at ₹115 each.
• Convertible warrants: 19,90,000 issued at ₹115 each.
• Paid-up capital post-issues: ₹272.07 lakh (27,20,694 shares).
• Total reserves and surplus: ₹2,496.94 lakh.

Corporate actions & governance

• Company renamed to Inference Platforms Limited; ROC approval pending.
• MOA amended to include data storage, IT services, hosting.
• Open offer completed; Acquirer gained control.
• NRI holding limit enhanced to 24% on repatriation basis.
• Nicosa Associates ceased; shares transferred to Sobharani and Vennela.

ESOS and ESPS 2026

• Inference ESOS 2026 approved; up to 81,620 options (3% of paid-up capital).
• Inference ESPS 2026 approved; up to 81,620 equity shares (3%).
• Implement via Inference Platforms Employees Welfare Trust; 5% loan to Trust possible.
• Vesting: minimum 1 year, maximum 2 years; exercise period 2 years.

Board and management changes

• Mr. Sreeram Reddy Vanga appointed CMD w.e.f 25-Jun-2026; remuneration nil.
• Independent Directors appointed: Marella, Navneeth Subramanian, Arpitha Mettu; Lalitha Palle; Dhanyamraju.
• Sobharani Nandury resigned as WTD; CFO Sreedhar Babu Kanuri resigned.
• Company Secretary Shruti Agarwal resigned; Ankit Singh appointed 25-Jun-2026.
• Statutory Auditors changed: M. Anandam & Co resigned; SNDJ & Co appointed.

Dividend, CSR and disclosures

• Dividend not declared for FY2025-26.
• CSR activity not applicable; disclosures in annual report.
• Open offer and related party disclosures integrated in AGM documents.

Promoter holdings and shareholding note

• Promoter year-end holdings: Sobharani 467,416; Tejaswy 499,440; Vennela 18,102 shares.
• Other promoters: Soven 51,144; Alchemist 40,320; Hifco 9,287; Nandury LLP 47,880.
• Promoters' shares as of 2025: Sobharani 462,?; Tejaswy 499,?; details disclosed in annual report.

Outlook and risks

• IT/ITES growth and data centre opportunities cited.
• Risks: cyber threats, talent retention, regulatory changes, and macroeconomic factors.

Other regulatory and incidental notes

• Auditors’ and secretarial audits with mention of prior compliance issues and corrective actions.
• Dematerialisation status: 88.88% of equity shares dematerialised as of 31-03-2026.
• Remuneration policy and governance disclosures published in annual report.

Navneeth Subramanian appointment

• Type: Appointment as Additional Director (Non-Executive Independent).
• Effective date: Aug 8, 2026; subject to shareholder approval.
• Profile: AI/tech executive with 20+ years, led AI perception at Bosch Japan.
• Past roles: Canon and GE Research; inventor with U.S. patents.
• Not related to other directors; not debarred by SEBI or authorities.
• Shareholding: Nil.

P.V. Lakshmi Rajani – Secretarial Auditor appointment

• Type: Appointment as Secretarial Auditor.
• Term: Five-year appointment from FY 2026-27 to 2030-31.
• Subject to AGM approval.
• Profile: 23+ years in governance, regulatory compliance.
• Not related to the Board; no conflicts disclosed.
• Shareholding: Nil.
• Not debarred by SEBI or other authorities.

Meeting Details

• Board meeting scheduled for 8 August 2026; time and location not disclosed.

Key Agenda Items

• Approve unaudited financial results for the quarter ended 30 June 2026.
• Approve Director's Report with annexures and notice convening the AGM.
• Fix date, time and venue of the 41st Annual General Meeting.

Other Notes

• Trading window for designated persons and relatives closed 1 July–10 August 2026; reopens 11 August 2026.

Dematerialisation/rematerialisation reporting

• RTA certified that dematerialisation/rematerialisation details for the quarter ended 30 June 2026 were furnished to all exchanges.

Financial highlights

• Audited FY2026 results; board approved on 29 May 2026.
• Total income 172.64 lakh; net profit 88.88 lakh.
• Revenue from operations 144.00 lakh; interest income 28.46; other income 0.18.
• PBT before tax 108.14 lakh; tax expense 19.26; profit after tax 88.88.
• Basic annual EPS 5.73; diluted 5.14.
• Paid-up equity share capital increased to 272.07 lakh from 151.37.
• Proceeds from issue of shares 1,388.05 lakh; warrants 572.13 lakh.
• Auditor's report delivered with unmodified opinion.

Auditor's opinion

• Unmodified opinion on quarterly and year-to-date results.

Regulatory notes

• Labour Codes: final rules pending; accounting impact to be provided.