PH Capital Ltd

Appointments/Resignations

• Resignation of Aditya Himmat Bhansali as CFO effective 19 August 2026 due to MD designation change.
• Appointment of Suyog Dhavan as CFO with effect 19 August 2026.
• Change in designation of Aditya Himmat Bhansali from Whole-time Director to Managing Director, subject to approval at AGM.
• Resignation of Ms. Simran Agarwal as Company Secretary effective 1 September 2026.
• Company to appoint new CS and compliance officer in due course and inform exchanges accordingly.
• Remuneration and tenure for MD to be as per AGM notice.

Dematerialisation processing and listing

• Securities received for dematerialisation up to end of the reporting period were processed (accepted/rejected) and reported to depositories.
• Dematerialised securities have been listed on the stock exchange where the existing securities are listed.
• Physical certificates were mutilated and cancelled after verification, and depository name substituted as registered owner within 15 days.

Timeline

• Detailed Public Statement was originally published on December 27, 2025.
• Post-offer advertisement was published on June 9, 2026.
• Target company received the post-offer advertisement on June 13, 2026.

Open offer

• Acquirer: Aditya Himmat Bhansali; manager: Choice Capital Advisors Private Limited.
• Target company: PH Capital; offer triggered by proposed change in control under SPA.
• Offer is mandatory and not a competing offer.

Offer terms

• Up to 7,80,026 equity shares, representing 26% of voting capital.
• Offer price is ₹206.66 per share, payable in cash.
• No upward revision in offer price was made.

Background

• Underlying transaction is a share purchase agreement causing proposed change in control.
• Target company sought BSE approval for change in control.
• SEBI final observations on the draft letter were incorporated in the offer letter.

Shareholding impact

• Acquirer held no shares before the offer; post-offer holding depends on acceptance.
• No intention to delist or change business strategy was disclosed.
• Public shareholders, excluding acquirer, sellers, promoters, and promoter group, may tender.

Timeline

• Public announcement: December 20, 2025.
• Offer opened: May 19, 2026; offer closes: June 2, 2026.
• Letter of offer dispatch completed on May 12, 2026.

Recommendation

• Independent directors opined the offer price appeared justified under applicable regulations.

Other notes

• No statutory approvals were known at the time of the filing.
• Offer remains subject to any approvals becoming applicable before completion.
• Shares under lock-in held by non-promoters cannot be tendered.