To
The Members of
PHOTON CAPITAL ADVISORS LIMITED
Your Directors are pleased to present the 40th Annual Report together with
audited standalone and consolidated financial statements of the Company for the financial
year ended 31st March, 2025.
FINANCIAL RESULTS:
(Amount in Lakhs)
| PARTICULARS |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from operations |
- |
- |
- |
- |
| Other Income |
24.54 |
25.19 |
24.54 |
25.19 |
| Total Income |
24.54 |
25.19 |
24.54 |
25.19 |
| Total Expenses |
50.59 |
58.53 |
50.59 |
58.53 |
| Profit/(loss) before tax |
(26.05) |
(33.34) |
(44.07) |
27.06 |
| Tax Expense: Current Tax |
|
- ' |
|
|
| Deferred Tax |
24.58 |
225.10 |
24.58 |
225.10 |
| Profit/(loss) after tax |
(50.64) |
(258.45) |
(68.65) |
(198.04) |
| Profit/(loss) for the Period |
(50.64) |
(258.45) |
(68.65) |
(198.04) |
REVIEW OF OPERATIONS (STANDALONE):
During the financial year under review, the Company has not made any revenue from its
operations, but earned Rs. 24.54 lakhs from other income and the company has incurred Rs.
50.59 Lakhs as total expenses and posted a net loss of Rs. 50.64 lakhs as per the audited
standalone financial statements for the financial year 2024-25.
REVIEW OF OPERATIONS(CONSOLIDATED):
During the financial year under review, the Company has not made any revenue from its
operations, but it has earned Rs. 24.54 lakhs from other Income and the company has
incurred Rs. 50.59 Lakhs as total expenses and posted a net loss of Rs. 68.65 Lakhs as per
the audited consolidated financial statements for the financial year 2024-25.
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 substantially 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 2024-25 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.
MANAGEMENT DISCUSSION AND ANALYSIS:
Industry structure and developments:
Your Company is presently only passively managing existing cash. Until such time that
it begins operating 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, 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.
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, Mr. Tejaswy Nandury
(DIN: 00041571), Director who retires by rotation at the ensuing Annual General Meeting
and being eligible offer himself for re-appointment. The board recommends his
re-appointment.
BOARD MEETINGS:
Four (04) 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 transactions 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 2024-25 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 under 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 hereunder:
CONSERVATION OF ENERGY:
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.
(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 Companies (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 42nd Annual General Meeting of the Company.
INTERNAL AUDITORS:
Pursuant to section 138 of the Companies Act, 2013, the Board in its meeting held on
30.05.2024 has appointed M/s. Bashetty & Joshi, Chartered Accountants, Hyderabad, as
Internal Auditors of the company for the financial year 2024-25.
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 for the financial year
2024-25 but due to some personal reasons they tendered resignation vide resignation letter
dated 02.05.2025 and the Board has appointed M/s. GMR & Associates, Company
Secretaries, a firm of Company Secretaries in Practice to undertake the Secretarial Audit
of the Company for the financial year 2024-25 at the Board Meeting held on 29.05.2025. The
Report on the Secretarial Audit for the financial year 2024-25 is enclosed herewith as
Annexure III.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
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 INSOLVENCY 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 Accounting 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 Disclosure Requirements (LODR Regulations) with the BSE Ltd, Mumbai. A report
on Corporate Governance, along with a certificate of compliance from the Practicing
Company Secretary , forms part of this Report as Annexure- 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 declaration 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 07.05.2024.
NOMINATION AND REMUNERATION POLICY CRITERIA FOR SELECTION AND REMUNERATION OF
DIRECTORS, KMP AND EMPLOYEES:
The Nomination and Remuneration Committee of the Board, comprises Mr. Venkata Subash
Lin- gareddy and Mr. Sarath Kumar Jutur, as Independent Directors and Mr. V R Shankara, as
members.
The key features of the Nomination and Remuneration Policy as framed by the Nomination
and Remuneration 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 Company'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 Five (75) 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 exceed 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 balance between fixed and incentive pay reflecting short and long term
performance objectives appropriate to the working of the Company and its goal. The
remuneration of Non-Executive Directors shall be decided by the Board based on the profits
of the Company and industry benchmarks.
• Balanced rewards to create sustainable value: The level and composition of
remuneration is reasonable and sufficient to attract, retain and motivate the Directors
and employees of the Company 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 concerned individual.
• Business Ethics: Strong governance processes and stringent risk management
policies are adhered 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 FINANCIAL 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, affecting 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 section 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 subsection (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 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 compliant received/ pending under the provisions of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Details are as follow:
| 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 exceeding 10
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 Company, your Company has adopted criteria for evaluating the performance
of its Board, Committees and other Directors including Independent Directors applicable
from the financial year 2024-25. 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 obligations 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
& Independent 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
& Independent 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 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 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 2024-25 and ratio of the remuneration of
each Director to the median remuneration of the employees of the Company for the financial
year 2024-25, are as under:
| Sl No Name of Director/ KMP and Designation |
Remuneration of Director/ KMP for financial year 2024-25 |
% increase in Remuneration in the Financial Year 2024-25 |
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. V.R. Shankara, Director |
Nil |
Nil |
Nil |
| 4 Mr. Sarath Kumar Jutur, Director |
Nil |
Nil |
Nil |
| 5 Mrs. Sobha Rani Nandury, Whole-Time Director |
Nil |
Nil |
Nil |
| 6 Mrs. Suchitra Nandury, Director |
Nil |
Nil |
Nil |
| 7 Ms. Shruti Agarwal, Company Secretary |
2,52,000 |
5.00 |
5.57 |
| 8 Mr. K Sredhar Babu, Chief Financial Officer |
19,87,200 |
7.81 |
43.92 |
(ii) The median monthly remuneration of employees of the Company during the financial
year was Rs. 45,250/-
(iii) In the financial year, there was an increase of 11.18 % in the median monthly
remuneration of employees;
(iv) There were 4 (Four) permanent employees on the rolls of Company as on March 31,
2025;
(v) Average percentage increase made in the salaries of employees other than the
managerial personnel in the last financial year i.e. 2023-24 was 6.38 % and whereas the
increase in the managerial remuneration for the same financial year was 11.47 % 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 impact the going concern status and Company's operations in future.
7. 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 Re- dressal 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
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the Assets of the Company and for preventing and detecting fraud and other
irregularities;
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 applicable laws and that such systems were adequate and operating effectively.
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.
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.
| Sd/- |
Sd/- |
| V R SHANKARA |
SOBHARANINANDURY |
| DIRECTOR |
WHOLE-TIME DIRECTOR |
| DIN:00041705 |
DIN:00567002 |
|