Photon Capital Advisors Ltd

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.

CFO resignation details

• Resigning CFO: Sreedhar Babu Kanuri.
• Effective last working day: June 30, 2026.
• Reason: changes in control of the Company; unable to continue.
• No other material reasons stated.
• Board has accepted the resignation.
• No interim or new CFO appointment disclosed.

FY26 audited results

• 📊 Revenue from operations was ₹144.00 lakh in Q4 FY26 and FY26.
• 📊 Total income was ₹157.37 lakh in Q4 FY26 and ₹112.64 lakh in FY26.
• 📊 Profit before tax was ₹24.54 lakh in Q4 FY26 and ₹54.50 lakh in FY26.
• 📊 Profit after tax was ₹24.58 lakh in Q4 FY26 and ₹50.59 lakh in FY26.
• 📊 Basic EPS was ₹1.24 in Q4 FY26 and ₹5.73 in FY26.
• 📊 Diluted EPS was ₹6.53 in Q4 FY26 and ₹5.14 in FY26.
• 📊 Other comprehensive income was ₹0.10 lakh in Q4 FY26 and ₹0.10 lakh in FY26.

Expenses

• 📊 Employee benefits expense was ₹5.00 lakh in Q4 FY26 and ₹17.92 lakh in FY26.
• 📊 Other expenses were ₹5.90 lakh in Q4 FY26 and ₹34.27 lakh in FY26.
• 📊 Total expenses were ₹112.64 lakh in Q4 FY26 and ₹54.50 lakh in FY26.

Balance sheet

• 📊 Total assets were ₹2,780.11 lakh as of 31 March 2026.
• 📊 Equity share capital increased to ₹272.07 lakh from ₹151.37 lakh.
• 📊 Other equity rose to ₹2,496.94 lakh from ₹570.59 lakh.
• 📊 Cash and cash equivalents were ₹13.46 lakh at 31 March 2026.
• 📊 Investments were ₹1,960.18 lakh, including current investments of ₹1,960.18 lakh.

Cash flow

• 📊 Net cash from operating activities was negative ₹169.52 lakh in FY26.
• 📊 Net cash from investing activities was positive ₹1,388.05 lakh in FY26.
• 📊 Net cash from financing activities was negative ₹60.56 lakh in FY26.
• 📊 Cash and cash equivalents ended FY26 at ₹13.46 lakh, versus ₹36.69 lakh last year.

Board action

• 📍 Board approved audited financial statements for year ended 31 March 2026.
• 📍 Board approved audited quarterly results for quarter ended 31 March 2026.
• 📍 Board noted the audit report for the year ended 31 March 2026.

Business model

• 🗒️ Photon Capital Advisors Limited is an investment and advisory company.
• 🗒️ The balance sheet is dominated by investments and financial assets.

Financial results approved

• Board approved audited financial statements for year ended 31 March 2026.
• Board approved audited financial results for quarter ended 31 March 2026.
• Results were standalone, not consolidated.

Reports and statements

• Board took note of the audit report for the audited annual financial statements.
• Cash flow statement and balance sheet were included with the audited results.

Other disclosures

• Company noted potential labour code impacts under employee benefits expense.
• Board meeting concluded at 5:10 p.m. on 29 May 2026.

Open Offer Overview

• Acquirer is Sreeram Reddy Vanga with no PACs mentioned
• Target company is Photon Capital Advisors Limited
• Open Offer triggered by substantial acquisition of shares

Offer Details

• Offer to acquire up to 711,000 equity shares representing 26.13% of voting capital
• Offer price is ₹115 per share, payable in cash
• Offer is mandatory triggered by SEBI regulations

Transaction Background

• Preferential allotment of 1,207,000 shares and 1,990,000 warrants approved
• Shareholders approved preferential allotment on February 19, 2026
• In-principle approval from BSE received on March 5, 2026

Post-Offer Impact

• No change in promoter status or control indicated
• No acquirer representatives on target company board
• Fair value per share certified at ₹89.12

Timeline and Process

• Offer opening date revised to March 25, 2026 and closing date April 10, 2026
• Tendering period from March 25 to April 10, 2026
• All public shareholders eligible to participate regardless of share acquisition date

Recommendations

• Independent Directors Committee recommends offer price of ₹115 as fair and reasonable
• IDC reviewed public announcement, detailed statement, and letter of offer

Other Material Information

• Offer implemented through stock exchange acquisition window mechanism
• Acquirer may revise offer price upward before last working day prior to tendering
• Acquirer may withdraw offer with public announcement within two working days
• No partly paid shares or outstanding convertible instruments prior to allotment
• No regulatory actions pending against Manager to the Offer