Directors Report of Photon Capital Advisors Ltd.

Mar 31, 2024

Your Directors are pleased to present the 39^th Annual Report together with audited standalone and
consolidated financial statements of the Company for the financial year ended 31^st March, 2024.

(Amount in Lakhs)

FINANCIAL RESULTS:

particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	-	-	-	-
Other Income	25.19	20.62	25.19	20.62
Total Income	25.19	20.62	25.19	20.62
Total Expenses	58.53	44.68	58.53	44.68
Profit/(loss) before tax	(33.34)	(24.06)	27.06	(31.50)
Tax Expense: Current Tax		3.66		3.66
Deferred Tax	225.10	2.09	225.10	2.09
Profit/(loss) after tax	(258.45)	(29.81)	(198.04)	(37.25)
Profit/(loss) for the Period	(258.45)	(29.81)	(198.04)	(37.25)

REVIEW OF OPERATIONS:

During the financial year under review, the Company has made revenue of Rs. 25.19 lakhs and the
company has incurred Rs. 58.53 Lakhs as total expenses and posted a net loss of Rs. 258.45 lakhs
as per the audited standalone financial statements for the financial year 2023-24.

During the financial year under review, the Company has made revenue of Rs. 25.19 lakhs and the
company has incurred Rs. 58.53 Lakhs as total expenses and posted a net loss of Rs. 198.04 Lakhs
as per the audited consolidated financial statements for the financial year 2023-24.

The equity market continues to be very challenging to operate in. During this period of rising rates,
your Company is choosing to watch the direction of inflation and interest rates. If rates become sub¬
stantially higher, it will be a very difficult environment to make gains in debt or equity.

ASSOCIATE COMPANY:

Your Board of Directors has reviewed the affairs of Nicosa Consulting Private Limited, Associate
Company and included the audited consolidated financial statements for the financial year 2023-24
in this Annual Report, as required under section 134 of the Companies Act 2013. The statement
containing the salient features of the financials of company''s associate company in form AOC-1 is
enclosed as Annexure-I.

MANAGMENT DISCUSSION AND ANALYSIS:

Industry structure and developments:

Your Company is presently only passively managing existing cash. Until such time that it begins op¬
erating in an industry, there are no industry structure or developments to report.

Opportunities and threats:

The stock market remains in a risky zone. Risk free assets like fixed deposits are the safest zone for
capital. Your Company is in a cautious stance and is not in a hurry to act.

Segment-wise or product-wise performance:

Since the Company does not operate in multiple sectors/segments, the segment wise performances
of the financials are not applicable.

Outlook:

Your Company is evaluating several business opportunities at the moment. As and when a decision
is made to operate in a certain industry, we will present the outlook for that industry.

Risks and concerns:

Your Company has continued to minimize risks from external factors and has constantly preferred
and adopted methods and systems in its economic activities with low element of risk. In the current
and future years, your Company will further strengthen and bolster its efforts to minimize or negate
all risk factors. However, external factors of foreign currencies and impact of global slowdown, cur¬
rency corrections of other large growing economies do cause concern to all enterprises and your
Company does consider this as a concern. Nevertheless, such factors will be dealt with caution and
adequate foresight.

Internal financial control systems and their adequacy:

The Company has an Internal Control System commensurate with the size, scale and complexity of
its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal
Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to
the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedures and policies
at all locations of the Company and its subsidiaries. Based on the report of internal audit function,
process owners undertake corrective action in their respective areas and thereby strengthen the
controls. Significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board.

Material developments in Human Resources / Industrial Relations front, including number
of people employed:

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

DIVIDEND:

During the financial year under review, your board of directors do not recommend any dividend.
TRANSFER TO RESERVES:

During the financial year under review, no amount has been transferred to the reserves.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

During the financial year under review, there is no change in constitution of Board of Directors of
Company.

However, the following changes were taken place after the financial year end as mention below:

1. As per the provisions of section 152 of the Companies Act, 2013, Mrs. Suchitra Nandury (DIN:
00568167), Director who retires by rotation at the ensuing Annual General Meeting and being
eligible offer herself for re-appointment. The board recommends her re-appointment.

2. Mr. J Narasimha Rao (DIN: 00024260), has retired from the position of independent director of
the Company with effect from 01.04.2024.

3. Mr. V R Shankara (DIN: 00041705), has retired from the position of independent director of the
Company with effect from 01.04.2024.

4. Mr. Venkata Subash Lingareddy (DIN: 00125240), appointed as an Additional Director in the ca¬
pacity of Independent Director for a period of five consecutive years w.e.f. 01.04.2024. The
Board recommends his appointment to the members for the approval at the ensuing AGM.

5. Mr. Sarath Kumar Jutur (DIN: 05187764), appointed as an Additional Director in the capacity of
Independent Director for a period of five consecutive years w.e.f. 01.04.2024. The Board recom¬
mends his appointment to the members for the approval at the ensuing AGM.

6. The board recommends the members for re-appointment of Mrs. Sobharani Nandury (DIN:
00567002), as a Whole-time Director of the Company for a period of five years, as she attains
the age of seventy years on the effective date of appointment i.e., 14.11.2024.

7. Mr. V R Shankara (DIN: 00041705), appointed as an Additional Director of the Company by the
Board of Directors with effect from 30.05.2024. The board recommends his re-appointment to
the members at the ensuing Annual General Meeting of the Company.

BOARD MEETINGS:

Five (05) meetings of the Board of Directors were held during the financial year and the details are
given in paragraph 2 (d) of Corporate Governance report attached to this Annual Report.

COMPLIANCE OF SECRETARIAL STANDARDS:

During the period under review, Company has complied with all the applicable secretarial standards,
notified under section 118 (10) of the Companies Act, 2013.

ANNUAL RETURN:

The copy of the annual return is available at www.pcalindia.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loans or given any guarantees or made any investments covered
under the provisions of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and
regulation 23 of SEBI (LODR) Regulations, 2015, during the financial year were in the ordinary
course of business and on an arm''s length pricing basis. There were no materially significant trans¬
actions with related parties during the financial year which were in conflict with the interest of the
Company. Suitable disclosure as required by the Accounting Standards has been made in the notes
to the financial statements. The details of related party transactions for the Financial Year 2023-24
are enclosed as Annexure-II.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of section 135 of the Companies Act, 2013, every company having net worth of rupees five
hundred crores or more, or turnover of rupees one thousand crores or more or a net profit of rupees
five crore or more during the immediately preceding financial year shall constitute CSR Committee
and formulate a Corporate Social Responsibility (CSR) Policy. Since, the Company does not fall un¬
der the said criteria during the immediately preceding financial year, the provisions of section 135 of
the Companies Act, 2013, Schedule VII and the rules made thereunder are not applicable to the
Company. Accordingly, a report on CSR activities as per rule 9 of the Companies (Corporate Social
Responsibility) Rules, 2014 is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY, and ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUT GO:

The required information as per section 134(3) (m) of the Companies Act 2013, is provided hereun¬
der:

CONSERVATION OF ENERGY:

The Company has been continuously making efforts to reduce energy consumption. The manage¬
ment is striving to achieve cost reduction by economical usage of energy and to bring a general
awareness about energy conservation among employees.

(i) The steps taken or impact on conservation of energy:

The Company does not fall in those lists of industries which consumes high energy resources,
However the company making efforts to reduce the energy consumption.

(ii) The steps taken by the company for utilizing alternate source of energy:

Not applicable

(iii) The capital investment on energy conservation equipment:

No capital investment made as the company is consuming very less energy.

TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

There was no technology absorption and no foreign exchange earnings or out go, during the year
under review. Hence, the information as required under section 134(3) (m) of the Companies Act,
2013 read with The Companies (Accounts) Rules, 2014 is to be regarded as Nil.

The Company has not entered into any technology transfer agreement.

PARTICULARS OF EMPLOYEES:

The Company has not employed any individual whose remuneration exceeds the limits prescribed
under the provisions of section 197 of the Companies Act, 2013, read with Rule 5(2) of the Compa¬
nies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

STATUTORY AUDITORS:

M/s. M. Anandam & Co, Chartered Accountants, Hyderabad, have been re-appointed as statutory
auditors of Company for a period of five years in the AGM held for the F.Y. 2022-23. Accordingly,
they will continue as statutory auditors of the company till conclusion of 42^nd Annual General Meet¬
ing of the Company.

INTERNAL AUDITORS:

Pursuant to section 138 of the Companies Act, 2013, the Board in its meeting held on 30.05.2023
has appointed M/s. Bashetty & Joshi, Chartered Accountants, Hyderabad, as Internal Auditors of the
company for the financial year 2023-24.

SECRETARIAL AUDITOR:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/
s. SGP & Associates, Company Secretaries, a firm of Company Secretaries in Practice to undertake
the Secretarial Audit of the Company and the Report on the Secretarial Audit for the financial year
2023-24 is enclosed herewith as Annexure III.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRI¬
BUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FU¬
TURE:

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 Company''s operations in
future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVEN¬
CY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS:

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.

DETAILS FRAUDS REPORTED BY AUDITORS U/S 143:

The auditors have not reported any frauds pursuant to section 143 (12) of the Companies Act, 2013.
Hence, the information to be provided pursuant to section 134 (3) (ca) of the Companies Act, 2013,
may be treated as NIL.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company are prepared in accordance with relevant Ac¬
counting Standards issued by the Institute of Chartered Accountants of India which form part of this
Annual Report.

CORPORATE GOVERNANCE:

As a listed Company, necessary measures have been taken to comply with the listing obligatory Dis¬
closure Requirements (LODR Regulations) with the BSE Ltd, Mumbai. A report on Corporate Govern¬
ance, along with a certificate of compliance from the Auditors, forms part of this Report as Annex¬
ure- IV.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to section 134 (3) (d) of the Companies Act, 2013, a statement shall be made on declara¬
tion given by Independent Directors under section 149 (6) of the Companies Act, 2013 in the Board
report.

The Board has received declarations from the Independent Directors, as required under section 149
(7) of the Companies Act, 2013 stating the fulfilment of criteria mentioned in the sub section (6) of
section 149 of the Companies Act, 2013 and the rules made thereunder and recorded the same in
the board meeting held on 05.04.2023.

NOMINATION AND REMUNERATION POLICY CRITERIA FOR SELECTION AND REMUNERA¬
TION OF DIRECTORS, KMP AND EMPLOYEES:

During the year under review, the Nomination and Remuneration Committee has been reconstituted
with Mr. Venkata Subash Lingareddy and Mr. Sarath Kumar Jutur, as Independent Directors and Mrs.
Suchitra Nandury, as members with effect from 01.04.2024.

Subsequently, the NRC has been reconstituted with Mr. Venkata Subash Lingareddy and Mr. Sarath
Kumar Jutur, as Independent Directors and Mr. V R Shankara, as members with effect from
05.08.2024.

The key features of the Nomination and Remuneration Policy as framed by the Nomination and Re¬
muneration Committee of the company are set out below:

Selection criteria for Directors:

The Company shall consider the following aspects while appointing a person as a Director on the
Board of the Company:

Skills and Experience: The candidate shall have appropriate skills and experience in one or more
fields of finance, law, management, sales, marketing, administration, public administrative services,
research, corporate governance, technical operations or any other discipline related to the Compa¬
ny''s business.

Age Limit: The candidate should have completed the age of twenty-one (21) years and should not
have attained the age of seventy (70) years for appointment as Managing Director or Whole Time
Director.

Conflict of Interest: The candidate should not hold Directorship in any competitor Company and
should not have any conflict of interest with the Company.

Directorship: The number of Companies in which the candidate holds Directorship should not ex¬
ceed the number prescribed under the Act.

Independence: The candidate proposed to be appointed as an Independent Director should not
have any direct or indirect material pecuniary relationship with the Company and must satisfy the
requirements imposed under the Act.

The policy provides that while appointing a Director to the Board, due consideration will be given to
approvals of the Board and/or shareholders of the Company in accordance with the Act.

Remuneration for Directors, KMP and other Employees:

The policy provides that the remuneration of Directors, KMP and other employees shall be based on
the following key principles:

• Pay for performance: Remuneration of Executive Directors, KMP and other employees is a bal¬
ance between fixed and incentive pay reflecting short and long term performance objectives ap¬
propriate to the working of the Company and its goal. The remuneration of Non-Executive Direc¬
tors shall be decided by the Board based on the profits of the Company and industry bench¬
marks.

• Balanced rewards to create sustainable value: The level and composition of remuneration is rea¬
sonable and sufficient to attract, retain and motivate the Directors and employees of the Com¬
pany and encourage behaviour that is aligned to sustainable value creation.

• Competitive compensation: Total target compensation and benefits are comparable to peer
companies in the industry and commensurate to the qualifications and experience of the con¬
cerned individual.

• Business Ethics: Strong governance processes and stringent risk management policies are ad¬
hered to in order to safeguard our stakeholders'' interest. The Nomination and Remuneration
Policy may be accessed on the Company''s website at the link: http://www.pcalindia.com

REPLIES TO THE QUALIFICATIONS OF THE AUDITORS UNDER 134 (3) (f):

Since no qualifications have been reported in the Audit report, the Board of Directors need not give
any replies in the Annual report.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINAN¬
CIAL YEAR AND THE DATE OF THE REPORT AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There were no material changes from the end of the financial year till the date of this report, affect¬
ing the financial position of the Company.

DETAILS OF DEPOSITS UNDER CHAPTER V:

The company has not accepted deposits from the members/public falling within the meaning of sec¬
tion 73 and/or section 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rule, 2014. Accordingly, furnishing of the details of deposits which are not in compliance with the
requirements of Chapter V of the Companies Act, 2013 does not arise.

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.

INFORMATION AS REQUIRED U/S 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORK¬
PLACE (PREVENTION. PROHIBITION AND REDRESSAL). ACT, 2013:

The Company has complied with provisions relating to the constitution of Internal Complaints Com¬
mittee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

There were no complaints received/pending under the provisions of The Sexual Harassment of Wom¬
en at Workplace (Prevention, Prohibition and Redressal), Act, 2013.

FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND OF
ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Keeping in view the various provisions of the Companies Act, 2013 and SEBI (LODR) Regulations,
2015 in regard to dealing with powers, duties and functions of the Board of Directors of the Compa¬
ny, your Company has adopted criteria for evaluating the performance of its Board, Committees and
other Directors including Independent Directors applicable from the financial year 2023-24. The said
criteria contemplates evaluation of Directors based on their performance as directors apart from
their specific role as independent, non-executive and executive directors as mentioned below:

a. Executive Directors, being evaluated as Directors as mentioned above, will also be evaluated on
the basis of targets / criteria given to executive Directors by the board from time to time as well
as per their terms of appointment.

b. Independent Directors, being evaluated as a Director, will also be evaluated on meeting their obli¬
gations connected with their independence criteria as well as adherence with the requirements of
professional conduct, roles, functions and duties specifically applicable to Independent Directors
as contained in Schedule IV to the Companies Act, 2013.

The criteria also specifies that the Board would evaluate each committee''s performance based on the
mandate on which the committee has been constituted and the contributions made by each member
of the said committee in effective discharge of the responsibilities of the said committee. The Board
of Directors of your company has made annual evaluation of its performance, its committees and
directors for the financial year 2023-24 based on afore stated criteria.

DISCLOSURES:

Enquiry Committee:

The Enquiry Committee comprises three members namely Mr. Sarath Kumar Jutur (Chairman & In¬
dependent Director), Mr. Venkata Subash Lingareddy (Independent Director) and Mr. V R Shankara
(Non-Independent Director).

Audit Committee:

The Audit Committee comprises three members namely Mr. Sarath Kumar Jutur (Chairman & Inde¬
pendent Director), Mr. Venkata Subash Lingareddy (Independent Director) and Mr. V R Shankara
(Non-Independent Director). All the recommendations made by the Audit Committee were taken
note by the Board.

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 Com¬
pany. 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 Company''s website at the link: http://
www.pcalindia.com.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF
THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company
Secretary during the financial year 2023-24 and ratio of the remuneration of each Director to the
median remuneration of the employees of the Company for the financial year 2023-24, are as
under:

Sl No	Name of Director/KMP and Designation	Remuneration of Director/KMP for financial year 2023-24	% increase in Remuneration in the Financial Year 2023-24	Ratio of remuneration of each Director/ to median remuneration of employees
1.	Mr. Tejaswy Nandury, Director	Nil	Nil	Nil
2.	Mr. Venkata Subash Lingareddy, Director	Nil	Nil	Nil
3.	Mr. Narasimha Rao Joga, Director	Nil	Nil	Nil

4.	Mr. V.R. Shankara, Director	Nil	Nil	Nil
5.	Mr. Sarath Kumar Jutur, Director	Nil	Nil	Nil
6.	Mrs. Sobharani Nandury, Whole-Time Director	Nil	Nil	Nil
7.	Mrs. Suchitra Nandury, Director	Nil	Nil	Nil
8.	Ms. Shruti Agarwal, Company Secretary	2,40,000		5.90
9.	Mr. K Sreedhar Babu, Chief Financial Officer	18,43,200	5.00	45.29

(ii) The median monthly remuneration of employees of the Company during the financial year
was Rs. 40,700/-

(iii) In the financial year, there was an increase of 9.50% in the median monthly remuneration of
employees;

(iv) There were 4 (Four) permanent employees on the rolls of Company as on March 31, 2024;

(v) Average percentage increase made in the salaries of employees other than the managerial
personnel in the last financial year i.e. 2022-23 was 10% and whereas the increase in the
managerial remuneration for the same financial year was 6.38% and it is hereby affirmed
that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial
Personnel and other Employees.

GENERAL:

Your directors state that no disclosure or reporting is required in respect of the following items, as
there were no transactions on these items during the financial year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of Employee stock option Scheme.

4. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

5. Whole-time Directors of the Company did not receive any remuneration or commission from any
of its subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which im¬
pact the going concern status and Company''s operations in future.

Your directors further state that during the financial year under review, there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal
Act, 2013).

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 134(3) (c) of the Companies Act, 2013 the Board of Directors
of your Company hereby certifies and confirms that:

a. In the preparation of the standalone Annual financial statements, the applicable accounting
standards have been followed along with proper explanation relating to material departures;

b. The Directors have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the loss of the
Company for that financial year;

c. The Directors have taken proper and sufficient care for the maintenance of adequate ac¬
counting records in accordance with the provisions of the Companies Act, 2013 for safeguard¬
ing the Assets of the Company and for preventing and detecting fraud and other irregulari¬
ties;

d. The Directors have prepared the Annual financial statements on a going concern basis;

e. The directors, has laid down internal financial control to be followed by the company and that
such internal financial controls are adequate and operating effectively;

f. The directors had devised proper systems to ensure compliance with the provisions of all ap¬
plicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS:

Your directors gratefully acknowledge the support and co-operation extended by all the sharehold¬
ers, 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/- Sd/-

V R SHANKARA SOBHARANINANDURY

DIRECTOR WHOLE -TIME DIRECTOR

DIN: 00041705 DIN: 00567002

Place: Hyderabad
Date: 06.08.2024

---

Mar 31, 2014

The Members of

PHOTON CAPITAL ADVISORS LIMITED

The Directors are pleased to present the 29th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. in Lakhs) Standalone Consolidated PARTICULARS 2013-14 2012-13 2013-14

Income from operations 169.23 20.40 169.23

Other Income 16.50 78.88 19.12

Expenditure 363.64 1,170.03 365.83

Profit/(loss) before tax (181.04) (1,074.26) (180.68)

Provision for tax (50.60) (340.57) (50.43)

Profit/(loss) after tax (130.44) (733.69) (130.24)

REVIEW OF OPERATIONS

The major event that affected equity markets this year was the Indian election. A few months prior to the election the market dropped precipitously. As soon as indications started appearing that a more right-leaning government had a good chance of winning the election, the markets began a rally. This volatile environment led us to believe that there were very few trading opportunities. So we mostly abstained from trading. However, we are always considering and evaluating trading opportunities that might develop.

SUBSIDARIES:

During the year, the Company has acquired an equity interest of 49.5% on 27th March 2014 in Soven Management Associates Private Limited ("Soven"). Since one of the Directors of the Company can control the composition of Board of Directors of Soven, the equity interest so held has been consolidated as per the applicable Accounting Standards.

Your Board of Directors has reviewed the affairs of the Subsidiary Company and included the audited consolidated financial statements for the financial year 2013-14 in this Annual Report as required under Section 212 of the Companies Act 1956 read with Circular No. 2/2011 dated February 8, 2011.The Statement pursuant to Section 212 of the Companies Act, 1956, highlighting the summary of the financial performance of our subsidiaries is annexed to this report.

MANAGMENT DSICUSSION AND ANALYSIS:

Industry Structure and developments:

There have been no substantial changes in the NBFC industry as a whole.

Opportunities and threats:

The new government at the centre appears to be more business friendly but it is not clear what policies it is likely to follow. Until policies are more clearly articulated by the government it is difficult to analyze the opportunities and threats in this market. However, old issues such as a persistently high level of inflation, high deficits and slow down of the economy continue to remain issues. However, the dramatic decline in the Indian rupee against the dollar will create some opportunities. We are particularly hopeful that infrastructure development in India will pick up. This can create dramatic equity investment and trading opportunities.

Outlook:

The exact policy direction of this government is not clear. Therefore it is difficult to ascertain the outlook. However, it appears to be broadly more investment and business friendly than the former. So our hope is that the economy will see a revival. But given that there has been very little policy communication from this government, we cannot speak with certainty about the outlook.

Risks and concerns:

Your Company has continued to minimize risks from external factors and has constantly preferred and adopted methods and systems in its economic activities with low element of risk. In the current and future years, your company will further strengthen and bolster its efforts to minimize or negate all risk factors. However, external factors of foreign currencies and impact of global slowdown, currency corrections of other large growing economies do cause concern to all enterprises and your company does consider this as a concern. Nevertheless, such factors will be dealt with caution and adequate foresight.

DIVIDEND:

As the company incurred loss during the financial year 2013-14, your Board of directors do not recommend any dividend.

PUBLIC DEPOSITS:

Your company has not invited and accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

BOARD OF DIRECTORS:

Appointment of Mrs. Sobha Rani Nandury (DIN : 00567002) as a director

Pursuant to Section 152 of Companies Act, 2013, the Board, in a view to expand the Board and to comply with the provisions of new Companies Act, 2013, recommends the appointment of Mrs. Sobha Rani Nandury as the Director of the Company in the ensuing Annual General Meeting, liable to retire by rotation.

Appointment of Mrs. Suchitra Nandury (DIN : 00568167) as a director

Pursuant to sec 161 of the Companies Act, 2013, in a view to expand the Board and to comply with the provisions of new Companies Act, 2013 the Board appointed Mrs. Suchitra Nandury, as an additional Director of the Company, w.e.f. 29.05.2014 to hold office up to the ensuing Annual General Meeting. The Board of Directors recommend her infusion into the Board, as a Director of the Company in the ensuing Annual General Meeting, liable to retire by rotation.

Appointment of Mr. V. R. Shankara (DIN: 00041705) and Mr. Narasimha Rao Joga (DIN: 00024260) as independent directors

Pursuant to Section 149 of Companies Act, 2013, Mr. V. R. Shankara and Mr. Narasimha Rao Joga will retire in the ensuing Annual General Meeting and being eligible seek re-appointment. The Board of Directors recommend their re-appointment. Sub-section (10) of Section 149 of the Companies Act, 2013, provides that Independent Directors shall hold office for a term of 5 consecutive years on the Board of the Company, and shall be eligible for re-appointment of the said term only by passing a Special Resolution by the shareholders of the Company.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certify and confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have 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 at the end of the financial year and of the loss of the Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 ( to the extent applicable) and the Companies Act, 2013 ( to the extent notified) for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company has been continuously making efforts to reduce energy consumption. The management is striving to achieve cost reduction by economical usage of energy and to bring a general awareness about energy conservation among employees.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings in Foreign Currency : Nil

Expenditure in Foreign Currency : 2,33,780/-

PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration in excess of the limits as laid down under Sec.217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975.

STATUTORY AUDITORS:

M/s. K. Vijayaraghavan & Associates, Chartered Accountants, Hyderabad, the present statutory auditors of the Company hold office in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the ensuing annual general meeting and are eligible for re-appointment. A written consent letter and certificate under section 139(1) of the Companies Act, 2013 have been received from them. The Board of directors recommends their re-appointment for a period three years.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreement with the Bombay Stock Exchange Ltd, Mumbai. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report as Annexure.

SECRETARIAL AUDITORS:

During the year under review, the Board has appointed M/s. SGP & Associates, Company Secretaries as Secretarial Auditors for issuing Compliance Certificate in terms of Section 383A of the Companies Act, 1956 for the financial year 2013 - 2014. A copy of the Compliance Certificate is annexed to this report.

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 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/- Sd/- V R SHANKARA TEJASWY NANDURY Place: Hyderabad DIRECTOR WHOLE-TIME DIRECTOR Date : 30.07.2014 (DIN:00041705) (DIN: 00041571)

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Mar 31, 2012

To The Members of PHOTON CAPITAL ADVISORS LIMITED.

The Directors are pleased to present the 27th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS:

PARTICULARS 2011-12 2010-11 (Rs. in lakhs) (Rs. in lakhs)

Income from operations 1148.13 606.81

Other Income 122.05 52.70

Expenditure 141.38 674.16

Profit/(Loss) before Tax 1128.80 (14.65)

Provision for tax 393.46 6.69

Profit / (Loss) after tax 735.34 (21.34)



REVIEW OF OPERATIONS:

The year presented very few trading opportunities so for most of the year your company adopted a defensive position by staying in bank deposits. Aside from a few small trades, the company did not engage in active trading in order to protect from the operational risk in a year which was highly uncertain with very few directional moves that could be reasonably explained.

MANAGEMENT DISCUSSION AND ANALYSIS:

Industry Structure and developments:

There have been no substantial changes in the NBFC industry as a whole.

Opportunities and threats:

The year ahead is going to be a very interesting one. The world is no longer as stable as it was financially or economically before the excesses in the American housing industry resulted in permanent structural damage. In order to counter the continuing impact of the great recession of 2008, central bankers around the world are embarking

on various types of initiatives. This has resulted in total divergence of policies between the countries of the developed world and the countries in the emerging world. It is the first time since the 1990s that such a wide divergence has emerged in the policies being followed by various countries. Developed countries are trying to counter the possibility of deflation. Since their economies have been so affected by the deleveraging that followed the excesses of the 2003-2008 period, they have embarked on a process of almost continuous "pump priming" by trying to push more and more liquidity into their financial systems. The USA has joined Japan in becoming one of great sources of liquidity through their various quantitative easing programs.

The problem with quantitative easing, as the Japanese have found out, is that no one knows exactly where the liquidity will find a home. The Federal Reserve has hoped that it would find a home in American industry and in creation of new household credit. Though American industry has been doing well, it has hoarded cash rather than invest it because of its experience of the downturn and the fear psychosis that the recession created. Households, on the other hand, have such damaged balance sheets that their willingness to take on more credit, especially in the face of persistent unemployment and potentially reduced disposable income, has been minimal. As a result, the liquidity created by the Federal Reserve found a place in US Treasury bonds and commodities. This resulted in dramatically lowered yields and very high prices of commodities. The abnormal rise in commodity prices resulted in huge inflation in emerging economies such as India and China. Persistent inflation in these countries has created massive divergence in policy between developed countries and these emerging nations. This divergence may now begin to narrow if inflation cools off. However, it is not clear by when inflation will slow and to what extent a growth slowdown is required to curb price rises. Both China and India have adopted an easing stance. It remains to be seen if the developed world will follow.

To add to this confusion, the European Union is showing increasing signs of breakdown. The European Union was created with a single currency but without a common treasury. The underlying economies have widely different characteristics. Germany, an export led powerhouse, shares a currency with countries like Greece and Italy, which are much weaker. The impact of the great recession has been very limited on Germany but PIIGS countries have never really recovered from it. As a result, the fiscal stimulus undertaken in those countries has completely undermined their public finances. PIIGS countries are not able to smoothly roll over their debt at rates that they consider reasonable. Since

they do not have their own currency, they are unable to regain export competitiveness through a fall in their currencies. Since they do not share a treasury with their stronger neighbours, they are unable to use the strength of their neighbours to pay bills that their governments have run up. A quasi treasury is being created through the European Financial Stability Fund but it is not fully funded to handle all the problems that are likely arise from the friction in rollover of debt in the PIIGS countries. Nor is it ever likely to get fully funded because funding it would weaken the strong countries. European politicians are also very reluctant to make decisions that would, in their eyes, lower the prestige of the Eurozone. This complicated set of events makes for a high amount of confusing and destabilizing events to come from Europe for a long time. It appears that the European Union is on course to eventually break up. But the path to breakup will not be smooth and will create enormous instability in global financial markets.

China, meanwhile has begun to slow down appreciably and its central bank is infusing liquidity into its banking system to counteract the government engineered slowdown. Growth in the rate of inflation seems to be abating.

Finally, we arrive at India. India is on the verge of frittering away its opportunities. Through a stroke of luck, our population bomb got transformed into a demographic dividend. The liberalization that occurred in the nineties paved the way for sustained growth over the next two decades. However, with great prosperity came great greed. Our politicians and bureaucrats, never the models of good government, skilful execution or great vision, have become completely focused on enriching themselves at the expense of the entire country. There is an attempt to make the country a welfare state through various subsidy schemes that are going to be impossible to roll back. As a result of the welfare economics model being followed for selfish purposes by our governments, our population is learning that it is possible to live on government largesse without being productive. This is a very dangerous incentive for the future. High inflation, combined with high interest rates is certain to reduce economic growth. Our economy, in any case, lacks the strength that comes from innovative mindsets. While this may seem a grim assessment of the country, it is not an argument that no one in India will prosper. Some individuals and companies will. But unless there is great reform undertaken to dismantle the crony capitalism that is becoming endemic in the country, the growth story that we are so enamoured with will be short lived.

Outlook:

All this creates an uncertain outlook for investments. But great trading opportunities will emerge. If these opportunities are exploited skilfully, it will be possible for your company to grow substantially. But these opportunities will come with a great amount of volatility, which will restrain the ability to exploit it. So our skills in managing trading positions will be tested greatly in the next few months and years.

Risks and concerns:

Your Company has continued to minimize risks from external factors and has constantly preferred and adopted methods and systems in its economic activities with low element of risk. In the current and future years, your company will further strengthen and bolster its efforts to minimize or negate all risk factors. However, external factors of foreign currencies and impact of global slow down, currency corrections of other large growing economies do cause concern to all enterprises and your company does consider this as a concern. Nevertheless, such factors will be dealt with caution and adequate foresight.

DIVIDEND:

Your Board decided to retain the profit with the Company to strengthen the capital base , hence not recommend any dividend.

PUBLIC DEPOSITS:

Your company has not invited and accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

DIRECTORS:

Mr. Madhukar Yarra, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certify and confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a

true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company has been continuously making efforts to reduce energy consumption. The management is striving to achieve cost reduction by economical usage of energy and to bring a general awareness about energy conservation among employees.

FOREIGN EXCHANGE EARNINGS AND OUT GO:

Earnings in Foreign Currency : Nil

Expenditure in Foreign Currency : Nil

PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration in excess of the limits as laid down under Sec.217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975.

STATUTORY AUDITORS:

M/s. K.Vijayaraghavan & Associates, Chartered Accountants, Hyderabad, who are statutory auditors of the Company hold office in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the ensuing annual general meeting and are eligible for re-appointment. A certificate under section 224 (1B) of the Companies Act, 1956 has been received from them. The Board of directors recommend their re-appointment.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreement with the Bombay Stock Exchange Ltd, Mumbai. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report as Annexure.

SECRETARIAL AUDITORS:

During the year under review, the Board has appointed M/s. SGP & Associates, Company Secretaries as Secretarial Auditors for issuing Compliance Certificate in terms of Section 383A of the Companies Act, 1956 for the financial year 2011 - 2012. A copy of the Compliance Certificate is annexed to this report.

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 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.

For and on behalf of the board of

Photon Capital Advisors Limited



Place: Hyderabad V R Shankara Tejaswy Nandury

Date: 31.07.2012 Director Wholetime Director

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Mar 31, 2010

The Directors are pleased to present the 25th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

PARTICULARS 2009-10 2008-09

(Rs.in lakhs) (Rs.in lakhs)

Income from operations 266.35 972.47

Other Income 63.44 64.51

Expenditure 728.47 970.10

Profit / (Loss) before Tax (398.68) 66.88

Provision for tax (0.91) 211.30

Profit / (Loss) after tax (397.77) (144.42)

Profit brought forward (76.25) 68.17

Balance transferred to balance sheet (474.02) (76.25)

REVIEW OF OPERATIONS:

The year 2009-2010 has been a difficult one for your company. Even though the stock market has rebounded from its lows of the previous year, we took a call that the market could not rebound in a very sustainable manner in a very short period of time. We believed that several buying opportunities would emerge as prices stabilized at a low base and did not anticipate the spectacular rally that occurred. As a result, we missed the upside in the markets. However, on investments that we kept, we were able to recoup some of the mark-to-market losses.

Another factor exacerbated the situation. While we did not have a very strong point of view on the outcome of the Indian election, we believed that the rupee was going to depreciate. As a result, we had a long position in USDINR futures, which resulted in a loss created by the massive up move in the markets on the day that the election results were announced. In addition, we were also holding some positions from the previous year that we believed were fundamentally affected by the crash in the stock market. Selling them enabled us to create a tax credit because of the diminution in their value. All in all, we managed to rack up losses in both investing and trading activities. While this was disappointing, this experience has made us change our approach towards our operations, the details of which are discussed in the Management Discussion and Analysis section.

The financial services segment has been discontinued due to lack of opportunities to scale that business.

Dividend:

Your Board of directors do not recommend any dividend due to steep fall in income of the Company and thereby incurred a loss during the year 2009-2010.

PUBLIC DEPOSITS:

Your company has not invited and accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

DIRECTORS:

Mr. V.R. Shankara, Director of your Company retires by rotation and being eligible offer himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certify and confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

Conservation Of Energy and Technology Absorption:

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (disclosure of particulars) in the Report of the Board of Directors Rules 1988 are not applicable. Foreign Exchange Earnings and Out Go:

Earnings in Foreign Currency : NIL

Expenditure in Foreign Currency : Nil

PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration in excess of the limits as laid down under Sec.217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975.

AUDITORS:

M/s. K.Vijayaraghavan & Associates, Chartered Accountants, Hyderabad, who are statutory auditors of the Company hold office in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the ensuing annual general meeting and are eligible for re-appointment. A certificate under section 224 (1B) of the Companies Act, 1956 has been received from them. The Board of directors recommend their re- appointment.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreement with the Bombay Stock Exchange Ltd., Mumbai. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report as Annexure.

COMPANY SECRETARY:

During the year under review, the Board has appointed M/s. SGP & Associates, Company Secretaries as secretarial auditors for issuing Compliance Certificate in terms of Section 383A of the Companies Act, 1956 for the financial year 2009-2010. A copy of the Compliance Certificate is annexed to this report.

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 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.

For and on behalf of the board

Photon Capital Advisors Limited

Sd/- Sd/-

V R Shankara Tejaswy Nandury

Director Wholetime Director

Place: Hyderabad

Date: July 23, 2010