Mark Corporate Advisors Private Limited has published an offer opening public announcement for acquiring shares of Photon Capital Advisors Limited, marking the formal commencement of the open offer process. The announcement, made on March 24, 2026, follows compliance requirements under SEBI (SAST) Regulations, 2011 and has been published across multiple newspapers in English, Hindi, Marathi, and Telugu languages.

Open Offer Details

The open offer targets the acquisition of up to 7,11,000 fully paid-up equity shares of Photon Capital Advisors Limited at a price of ₹115.00 per equity share. The shares carry a face value of ₹10.00 each, and the acquisition represents 26.13% of the target company's emerging voting capital. The offer is being made by acquirer Sreeram Reddy Vanga through Mark Corporate Advisors Private Limited as the manager to the offer.

Regulatory Compliance and Timeline

The offer follows a structured timeline in accordance with SEBI regulations. The Letter of Offer dispatch to public shareholders was completed between March 16-17, 2026, based on the identified date of March 10, 2026. The Committee of Independent Directors published their recommendation on March 20, 2026, endorsing the offer price as fair and reasonable in accordance with applicable regulations.

Valuation and Independent Assessment

The fair value per equity share of Photon Capital Advisors Limited has been certified at ₹89.12 per equity share by registered valuer V. Gangadhar Rao. N, as per the valuation report dated January 20, 2026. The Committee of Independent Directors reviewed the Public Announcement, Detailed Public Statement, and Letter of Offer before concluding that the offer price of ₹115.00 per equity share exceeds the highest price among selective criteria mentioned under justification of offer price.

Recent Corporate Developments

Photon Capital Advisors Limited completed a significant preferential allotment on March 20, 2026, issuing 12,07,000 equity shares and 19,90,000 convertible warrants to the acquirer and non-promoters. This allotment received prior approval from the Board of Directors on January 20, 2026, shareholders' approval on February 19, 2026, and in-principle approval from BSE on March 05, 2026.

Participation Process

Public shareholders can participate in the open offer through registered stockbrokers during the tendering period of March 25 to April 10, 2026. The offer will be implemented through the stock exchange mechanism via a separate acquisition window. Shareholders holding shares in both physical and dematerialized form are eligible to participate, with specific procedures outlined for each category. The offer remains open to all public shareholders, including those who acquire shares after the identified date of March 10, 2026.

Photon Capital Advisors Limited has successfully completed its preferential allotment of equity shares and convertible warrants following a board meeting held on March 20, 2026. This development occurs alongside the ongoing open offer by Sreeram Reddy Vanga, which has received endorsement from the company's Independent Directors Committee.

Board Approves Major Allotment

The board of directors approved the allotment of 12,07,000 equity shares at ₹115 per share, raising ₹13,88,05,000. Additionally, the company allotted 19,90,000 convertible warrants at the same price, with investors paying 25% upfront totaling ₹5,72,12,500.

Investor Distribution

Sreeram Reddy Vanga, the open offer acquirer, received the largest allocation with 4,85,000 equity shares (17.83% post-allotment) and 9,90,000 warrants. Other significant investors include Kamath Technology LLP and P Sridhar Reddy, each receiving 2,10,000 shares and 2,25,000 warrants.

Warrant Conversion Terms

The convertible warrants can be exercised anytime after June 30, 2026, but must be converted within 18 months from the allotment date. Each warrant converts into one fully paid equity share of ₹10 face value at the issue price of ₹115.

Independent Directors Committee Endorsement

The Committee of Independent Directors has unanimously endorsed Vanga's open offer, declaring the ₹115.00 per share price as "fair and reasonable" under SEBI (SAST) Regulations 2011. The IDC recommendations were published in multiple newspapers on March 20, 2026.

Open Offer Timeline

Vanga's mandatory open offer targets 7,11,000 equity shares representing 26.13% of emerging voting capital. The offer will remain open from March 25, 2026 to April 10, 2026, with BSE serving as the platform for implementation.

Strategic Transformation

The acquirer plans to transform Photon Capital Advisors from a traditional advisory services company into a technology-focused enterprise. The expansion strategy includes investments in AI-native and data-driven business verticals, technology infrastructure, and strategic acquisitions in India and overseas.

Upon completion of all transactions, existing promoters will be reclassified as public shareholders, with Vanga gaining control while maintaining the company's BSE listing status.