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:

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:

(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