Photon Capital Advisors Limited has successfully passed all five resolutions at its Extraordinary General Meeting (EGM) held on February 19, 2026. The meeting was conducted at the company's registered office in Hyderabad, with shareholders demonstrating strong support for the proposed corporate restructuring initiatives.

Meeting Overview and Participation

The EGM was held at Plot No. 90-A, Road No. 9, Jubilee Hills, Hyderabad-500033, with the cut-off date for voting eligibility set as February 12, 2026. The company had 6,568 total shareholders on record, with 56 shareholders participating in the meeting (5 promoters and 51 public shareholders).

Resolution Results

All five resolutions achieved remarkable consensus among shareholders, with each resolution receiving 635,173 votes in favor and only 2 votes against, resulting in a 99.9997% approval rate. The voting was conducted through both remote e-voting (February 16-18, 2026) and physical polling at the venue.

Key Resolutions Passed:

Resolution 1 (Special): Adoption of new Articles of Association in place of existing articles Resolution 2 (Ordinary): Increase of authorized share capital and modification of capital clause in Memorandum of Association Resolution 3 (Special): Alteration of objects clause of Memorandum of Association Resolution 4 (Special): Issuance of up to 12,07,000 equity shares on preferential basis Resolution 5 (Special): Issuance of up to 19,90,000 unlisted convertible warrants exercisable into equity shares on preferential basis for cash consideration

Voting Pattern Analysis

The voting pattern showed strong support from both promoter and public shareholders. Promoter and promoter group held 1,133,584 shares and voted 634,147 shares (55.94% of their holding) entirely in favor of all resolutions. Public non-institutional shareholders held 380,110 shares and voted 1,028 shares, with 1,026 votes in favor and 2 votes against across all resolutions.

Scrutinizer Report

N Vanitha, Practicing Company Secretary (C.P. No.: 10573), served as the appointed scrutinizer for the voting process. The scrutinizer's report confirmed that all five resolutions were duly passed in accordance with the provisions of the Companies Act, 2013. The remote e-voting facility was provided by Bigshare Services Pvt. Ltd, with the e-voting window remaining open from 9:00 AM on February 16, 2026, to 5:00 PM on February 18, 2026.

Corporate Governance Compliance

The company has submitted the voting results and scrutinizer's report to BSE Limited under Regulation 44 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The submission was made by Sobharani Nandury, Whole-Time Director (DIN: 00567002), ensuring compliance with regulatory requirements for transparency in corporate decision-making processes.

Sreeram Reddy Vanga has announced a mandatory open offer for Photon Capital Advisors Limited (Photon) under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The comprehensive offer document outlines the acquisition strategy and regulatory compliance framework for the proposed transaction.

Open Offer Details

The mandatory open offer targets the acquisition of up to 7,11,000 fully paid-up equity shares having face value of ₹10.00 each, representing 26.13% of the emerging voting capital of Photon Capital Advisors Limited. The offer price has been set at ₹115.00 per equity share, payable in cash, with the total consideration aggregating to ₹8,17,65,000.

Transaction Timeline

The offer follows a structured timeline with key milestones established for regulatory compliance. The tendering period is scheduled to commence on March 17, 2026 and conclude on April 02, 2026. The public announcement was made on January 20, 2026, with the detailed public statement published on January 28, 2026.

Underlying Transactions

The acquirer has entered into a Share Purchase Agreement with the promoters and promoter group sellers to acquire 9,97,000 equity shares representing 36.65% of the emerging voting capital. The total purchase consideration for this acquisition amounts to ₹11,46,55,000, which has been paid at the time of agreement execution.

Simultaneously, the board of directors of Photon Capital Advisors Limited approved a preferential issue on January 20, 2026. This includes the proposed allotment of 12,07,000 equity shares and 19,90,000 convertible warrants to the acquirer and non-promoters at ₹115.00 per security.

Acquirer Profile

Sreeram Reddy Vanga, aged 47 years and resident of Hyderabad, serves as the acquirer for this transaction. He holds a Bachelor of Science in Electrical Engineering from Purdue University, USA, and brings approximately 20 years of experience in technology, digital platforms, online gaming, and IT-enabled services. His certified net worth stands at ₹48,980.23 lakhs as of January 16, 2026.

Financial Arrangements

The acquirer has established firm financial arrangements to support the open offer obligations. A cash escrow account has been opened with Yes Bank Limited containing ₹3,00,00,000, representing 36.69% of the maximum consideration payable. The financial arrangements have been certified as adequate by chartered accountants to meet the full obligations under the offer.

Target Company Overview

Photon Capital Advisors Limited, incorporated on December 31, 1983, operates as an advisor and consultant providing management advisory services. The company's equity shares are listed on BSE Limited under the symbol "PHOTON" with ISIN INE107J01016. The current paid-up equity share capital stands at ₹1,51,36,940 comprising 15,13,694 equity shares of ₹10.00 face value each.

The acquirer intends to expand the existing business operations and diversify into advanced AI-native and data-driven business verticals. The strategic plan includes investments in technology infrastructure, software platforms, data assets, and intellectual property, along with potential strategic acquisitions in technology, IT, ITES, digital, and financial services sectors.