PH Capital Ltd

Record date and bonus details

• Record Date: Wednesday, October 7, 2026, for entitlement to 10:1 bonus issue.
• Existing shares: 30,00,100; Bonus shares: 3,00,01,000 at 10:1 ratio.
• Deemed allotment date: October 8, 2026; trading on October 9, 2026.

Change details

• Old name: PH Capital Limited; New name: AHB Capital Limited, approved by AGM on 18 September 2026.
• MOA and AOA amended as a consequence of the name change.
• Subject to compliance with the Companies Act 2013 and LODR Regulations.
• CA Certificate under Regulation 45(1) SEBI (LODR) obtained and enclosed.
• CIN remains L74140MH1973PLC016436; no CIN change disclosed.
• Annexure A CA Certificate enclosed; certificate uploaded on the company's website.

PH Capital Limited — Trading Window to remain closed from Thursday, October 01, 2026 till 48 hours after the declaration of Unaudited Financial Results for the quarter and half year ending on September 30, 2026

AGM Details

• AGM held on 18 September 2026 at 12:00 noon via VC/OAVM.
• Voting results disclosed with Scrutinizer’s Report for remote e-voting and AGM voting.

Key Resolutions & Outcomes

• Resolution 1 (Ordinary): Adopt audited financial statements and reports; Passed.
• Resolution 2 (Ordinary): Increase authorized share capital; Passed.
• Resolution 3 (Ordinary): Issue bonus shares; Passed.
• Resolution 4 (Special): Mortgage/Charge security limits on assets; Passed.
• Resolution 5 (Special): Increase borrowing limits; Passed.
• Resolution 6 (Special): Increase limits for loans, guarantees, investments; Passed.
• Resolution 7 (Ordinary): Regularise Aditya Himmat Bhansali as Director; Passed.
• Resolution 8 (Special): Appoint Aditya Himmat Bhansali as Managing Director; Passed.
• Resolution 9 (Ordinary): Regularise Disha Singhvi as Director; Passed.
• Resolution 10 (Special): Appoint Disha Singhvi as Whole-Time Director; Passed.
• Resolution 11 (Special): Regularise Nagendra Parakh as Non-executive Independent Director; Passed.
• Resolution 12 (Special): Association approval and change of Articles; Passed.
• Resolution 13 (Special): Adoption of new Articles of Association; Passed.
• Resolution 14 (Special): Appoint N. M. & Co. as Secretarial Auditors for five years; Passed.

Directors & Auditors

• Directors regularised/appointed: Aditya Himmat Bhansali as Director; Managing Director appointment approved.
• Disha Singhvi appointed as Director and Whole-Time Director.
• Nagendra Parakh appointed as Non-executive Independent Director.
• Secretarial Auditor appointed: M/S N. M. & Co. for five years.

AGM details

• Date and time: 18 September 2026 at 12:00 IST, via VC/OAVM.
• Meeting ended at 12:47 IST.
• Remote e-voting window: 15–17 September, 9:00 AM–5:00 PM IST.
• In-meeting e-voting allowed until 15 minutes after conclusion.

Resolutions put to vote

• Item 1 (Ord): Adoption of Audited Financial Statements for FY2026 ended 31 March 2026.
• Item 2 (Ord): Increase in Authorized Share Capital and MOA capital clause alteration.
• Item 3 (Ord): Approval for issuance of Bonus Shares.
• Item 4 (Special): Approval for limits on mortgage/charge/hypothecation.
• Item 5 (Special): Increase in borrowing limits under Section 180(1)(c).
• Item 6 (Special): Increase in limits for loans/guarantees/security/investments under Section 186.
• Item 7 (Ord): Regularization of Aditya Himmat Bhansali as Director.
• Item 8 (Special): Appointment of Aditya Himmat Bhansali as Managing Director.
• Item 9 (Ord): Regularization of Disha Singhvi as Director.
• Item 10 (Special): Appointment of Disha Singhvi as Whole Time Director.
• Item 11 (Special): Regularization of Nagendraa Parakh as Non-Executive Independent Director.
• Item 12 (Special): Change of Company name and MOA/AoA alterations.
• Item 13 (Special): Adoption of new Articles of Association.
• Item 14 (Special): Appointment of Secretarial Auditors for five years.

Directors & governance changes

• Regularized Aditya Himmat Bhansali as Director.
• Appointed Aditya Himmat Bhansali as Managing Director.
• Regularized Disha Singhvi as Director.
• Appointed Disha Singhvi as Whole Time Director.
• Regularized Nagendraa Parakh as Non-Executive Independent Director.

Auditors & secretarial

• Statutory Auditor: S. P. Jain & Associates.
• Secretarial Auditor: M/s N. M. & Co.; five-year tenure.

Voting status

• Results pending; will be declared after Scrutinizer’s report.
• Resolutions deemed passed upon declaration of results.

AGM Details

• Date and time: 18 September 2026 at 12:00 IST.
• Mode: Video Conferencing / Other Audio Visual Means (VC/OAVM).
• Record date for voting: 11 September 2026.
• Remote e-voting window: 15–17 September 2026.
• Meeting deemed to be at registered office via VC/OAVM.

Resolutions Put to Vote

• Item 2: Increase authorised share capital; alter Memorandum of Association; Ordinary.
• Item 3: Capitalize reserves for bonus issue of equity shares; Ordinary.
• Item 4: Create security by mortgage/charge; limit Rs 1,000 crores; Special.
• Item 5: Increase borrowing limit under 180(1)(c); Rs 1,000 crores; Special.
• Item 6: Increase limits for loans/guarantees/investments; Rs 1,000 crores; Special.
• Item 7: Regularize Aditya Bhansali as Director; Ordinary.
• Item 8: Appoint Bhansali as Managing Director for five years; Special.
• Item 9: Regularize Disha Singhvi as Director; Ordinary.
• Item 10: Appoint Disha Singhvi as Whole-Time Director for five years; Special.
• Item 11: Regularize Nagendra Parakh as Independent Director for five years; Special.
• Item 12: Change name to AHB Capital Limited; Special.
• Item 13: Adopt new set of Articles of Association; Special.
• Item 14: Appoint M/s NM & Co as Secretarial Auditors for five years; Ordinary.

Dividend

• No dividend is proposed or declared in this AGM.

Director Changes

• Aditya Himmat Bhansali appointed Additional Director and Whole-Time Director, effective 5 August 2026.
• Designation changed to Managing Director effective 19 August 2026; five-year term.
• Remuneration: Rs 10,00,000 per month; annual increments up to 30%.
• Disha Singhvi appointed Additional Director and Whole-Time Director, effective 5 August 2026.
• Remuneration: Rs 50,000 per month; annual increments up to 30%.
• Nagendraa Parakh appointed Independent Director for five years from 5 August 2026.
• Resignations: Rikeen Dalal and Sejal Dalal resigned as directors.

Auditors

• Secretarial Auditor: M/s NM & Co for five consecutive years (FY 2026-27 to 2030-31).
• Remuneration for 2026-27: Rs 50,000 plus out-of-pocket expenses.

Other Approvals

• Change of name to AHB Capital Limited; amendments to MOA and AOA.
• Adoption of new Articles of Association.
• Board authorized to file necessary forms and regulatory filings.

Financial snapshot

• Revenue from operations stood at ₹11,267.64 Lakhs.
• Total income ₹11,408.48 Lakhs; PAT ₹323.59 Lakhs.
• Earnings per share: ₹10.79; dividend not declared.
• Net cash from operations ₹4,538.45 Lakhs; cash at year-end ₹3,008.11 Lakhs.
• Total assets ₹5,871.74 Lakhs; total equity ₹5,754.97 Lakhs.

Capital structure and corporate actions

• Authorised capital raised to ₹44,00,10,000 to support growth.
• Bonus issue approved: 10 new shares for 1 existing (10:1).
• Name change proposed to AHB Capital Limited; ROC approvals pending.
• New Articles of Association adopted; administration aligned with Act.
• Open offer completed; promoter stake 72.70%, public 27.30%.

Shareholder value and liquidity

• Promoter stake post-open offer: 72.70%; public: 27.30%.
• Dematerialisation of shares at 91.70%.
• Issued share capital ₹300.01 Lakhs; authorized capital now higher.
• Cash and cash equivalents ₹3,008.11 Lakhs; net cash from operations ₹4,538.45 Lakhs.

Governance and board changes

• Board as at Mar 31, 2026: 4 directors; 2 independent.
• Aditya Bhansali and Disha Singhvi appointed as Additional Directors; MD/WTD terms.
• Nagendraa Parakh appointed Independent Director for 5 years.
• 7 board meetings held in FY2025-26; Audit Committee met 6 times.

Audits and governance

• Statutory Auditor: S.P. Jain & Associates; Secretarial Auditor: NM & Co.
• No qualifications in audit report; independent directors meet governance standards.
• Whistle blower policy in place; no allegations reported in FY2025-26.

CSR and sustainability

• CSR spend for FY2025-26: ₹22.16 Lakhs; average net profit ₹11.35 Crores.
• CSR obligation: ₹22,15,656; there was no excess carry-forward.
• CSR policy accessible on company website; ongoing projects disclosed in Annexure A.

Outlook and risks

• Indian financial services outlook positive; digitalization and reforms support growth.
• Risks include geopolitical tensions, inflation, and global market volatility.

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.