P H Capital Limited filed its annual report for FY26 with the Bombay Stock Exchange on August 25, 2026. The filing includes the notice for the company's 53rd Annual General Meeting (AGM), scheduled for September 18, 2026.

The meeting will be held via Video Conferencing or Other Audio-Visual Means at 12:00 noon. The agenda includes ordinary business such as adopting the audited financial statements and special business items involving significant corporate actions.

Key Agenda Items

The AGM notice outlines several major proposals for shareholder approval:

• Bonus Issue: A 10:1 bonus share issue is proposed, capitalizing up to ₹30 crore from free reserves. This requires increasing authorized capital from ₹4 crore to ₹44.001 crore.
• Name Change: The company seeks approval to change its name from "P H Capital Limited" to "AHB Capital Limited" following a change in control.
• Board Appointments: Regularization of Aditya Himmat Bhansali as Managing Director and Disha Singhvi as Whole-time Director. Appointment of Nagendraa Parakh as Independent Director.
• Capital Limits: Approval to create security charges and increase borrowing limits up to ₹1,000 crore over paid-up capital and free reserves.

Filing Details

Aditya Himmat Bhansali, Director of the company, digitally signed the submission. The annual report is being sent electronically to members who have registered their email addresses with the company, Registrar & Transfer Agent, or depositories.

Corporate Governance Changes

The explanatory statement notes a recent change of control. Mr. Rikeen Dalal and Ms. Sejal Dalal resigned as directors. Aditya Himmat Bhansali and Disha Singhvi were appointed as additional directors effective August 5, 2026, subject to shareholder approval.

Aditya Himmat Bhansali will serve as Managing Director for five years starting August 19, 2026, with a monthly remuneration of ₹10 lakh. Disha Singhvi will serve as Whole-time Director for five years starting August 5, 2026, with a monthly remuneration of ₹50,000. Nagendraa Parakh, a former SEBI Executive Director, will be appointed as an Independent Director for five years.

M/S. N. M. & Co. Company Secretaries has been proposed as Secretarial Auditor for five years from FY27 to FY31.

ph capital reported a net loss of ₹29.01 lakh for the quarter ended June 30, 2026, driven by a 98% drop in revenue from operations to ₹98.49 lakh from ₹5,799.63 lakh in the previous year’s quarter. The Board of Directors approved these results on August 11, 2026, alongside significant strategic shifts including a proposed name change to “AHB Capital Limited,” a 10:1 bonus share issue, and authorization to raise up to ₹200 crore in funds. These moves signal a pivot away from its traditional trading business toward regulated financial services such as Portfolio Management Services (PMS) and Alternative Investment Funds (AIFs).

The financial contraction coincides with a change in control, prompting the Board to approve the renaming of the company subject to Registrar of Companies and shareholder approval. The Registrar has already made the name “AHB Capital Limited” available via a letter dated August 10, 2026, and BSE Limited has granted its approval. Statutory auditors M/s S.P. Jain and Associates issued a limited review report on the unaudited financial results, expressing an unmodified opinion.

Financial Performance

Total income for the quarter stood at ₹151.16 lakh, comprising ₹98.49 lakh from operations and ₹52.67 lakh from other income. Total expenses amounted to ₹189.93 lakh, resulting in a pre-tax loss of ₹38.77 lakh. After accounting for deferred tax benefits, the net loss was ₹29.01 lakh. Earnings per share (basic and diluted) were negative ₹0.97, compared to positive ₹23.34 in Q1FY26.

Strategic Restructuring and Capital Raise

The Board authorized the capitalization of up to ₹30,00,10,000 from free reserves to issue bonus equity shares in the ratio of 10:1. This requires increasing the authorized share capital from ₹4,00,00,000 to ₹44,00,10,000. Shareholders must approve these proposals at the ensuing Annual General Meeting (AGM). Additionally, the Board empowered whole-time directors to explore raising funds up to an aggregate amount not exceeding ₹200 crore through borrowings, debentures, or private placements.

The company also plans to incorporate one subsidiary in India for corporate advisory services and one overseas wholly-owned subsidiary for trading in securities. Furthermore, the Board approved shifting the registered office to Trade World, Lower Parel, Mumbai, effective August 11, 2026.

Leadership and Governance Changes

Mr. Nagendraa Parakh, an Additional Non-Executive Independent Director with over 35 years of experience including a tenure as Executive Director at SEBI, was appointed Chairman of the Board effective August 11, 2026. The Board also regularized the appointments of Mr. Aditya Himmat Bhansali and Ms. Disha Singhvi as Whole-time Directors, and Mr. Parakh as an Independent Director, all for five-year terms starting August 05, 2026. These appointments are subject to shareholder approval.

The company replaced its secretarial auditor, appointing M/s N. M. & Co. for a five-year term from FY2026-27 to FY2030-31, following the resignation of M/s D Maurya and Associates due to pre-occupation. M/s C.M Lopez was re-appointed as Internal Auditors for FY2026-27.

What the Numbers Show

The drastic reduction in revenue from operations—from nearly ₹58 crore to under ₹1 crore—suggests a significant winding down or pause in core trading activities during the quarter. However, the presence of ₹52.67 lakh in other income indicates that non-operating sources contributed substantially to the total income, mitigating what would have been a larger operational deficit. The company’s plan to raise up to ₹200 crore and enter new regulated businesses like Portfolio Management Services and Alternative Investment Funds signals a pivot towards capital-intensive, diversified financial services rather than pure trading.