P.H. Capital Limited is the subject of a mandatory open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (SAST Regulations), with acquirer Mr. Aditya Himmat Bhansali seeking to acquire up to 26.00% of the company's total voting share capital. The Letter of Offer (LOF), dated May 8, 2026, has been issued by Choice Capital Advisors Private Limited (SEBI Regn. No. INM000011872), the manager to the open offer, incorporating SEBI's observations on the Draft Letter of Offer. The open offer follows the execution of a Share Purchase Agreement (SPA) on December 20, 2025, pursuant to which the acquirer agreed to acquire 21,81,200 equity shares representing 72.70% of the total voting share capital from the existing promoters at ₹206.66 per share, aggregating to ₹45,07,66,792.

Open Offer Key Parameters

The following table summarises the key parameters of the open offer:

Revised Schedule of Activities

The offer schedule has been revised from its original timeline following SEBI's observations. The key revised dates are presented below:

Statutory Approvals and Corrigendum

P.H. Capital Limited holds a Stock Broker Registration with SEBI under the SEBI (Stockbrokers) Regulations (Registration No. INZ000304433) and is a member of BSE Limited. As per the Stockbroker Regulations and the BSE Master Circular on Membership, 2025, prior approval of the Stock Exchange and SEBI is required for effecting a change in control of the target company. The target company submitted an application to BSE on February 02, 2026, seeking prior approval for the proposed change in control. BSE and SEBI provided their respective prior approvals for the proposed change in control on May 08, 2026. A corrigendum dated April 27, 2026 was issued to the Detailed Public Statement and Draft Letter of Offer to incorporate this statutory approval requirement, and was published on April 28, 2026 in Financial Express (English – All editions), Jansatta (Hindi – All editions), and Mumbai Lakshadeep (Marathi – Mumbai Editions). The acquirer satisfies the eligibility criteria prescribed under the SEBI (Intermediaries) Regulations, 2008 and the BSE Master Circular on Membership, 2025, and is eligible to act as the promoter of the target company upon consummation of the proposed change in control.

Background of the Acquirer

Mr. Aditya Himmat Bhansali, aged about 45 years, is a lawyer holding postgraduate qualifications in Management and Business Laws from National Law University, Jodhpur, and is the Founding Partner of Mindspright Legal, a boutique law firm focused on securities law and regulatory practice. As a high net-worth individual, he has over 10 years of investing and research experience. His net worth as of December 24, 2025, stands at ₹69,33,88,189/-, as certified by CA Priyavrat Gupta of Priyavrat & Associates, Chartered Accountants. The acquirer confirms he has not been prohibited by SEBI from dealing in securities and has no pending litigations pertaining to the securities market. As on the date of the LOF, the acquirer does not hold any equity shares in the target company.

Background of the Target Company

P.H. Capital Limited was incorporated on March 29, 1973, under the Companies Act, 1956, with the Registrar of Companies, Maharashtra, Mumbai. The company is primarily engaged in stock broking as a member of BSE Limited. Its registered office is located at 5-D, Kakad House, 5th Floor, A-Wing, Opp. Liberty Cinema, New Marine Lines, Mumbai – 400020. The authorized equity share capital is ₹4,00,00,000/- comprising 40,00,000 equity shares of ₹10/- each, while the issued, subscribed and paid-up equity share capital is ₹3,00,01,000/- comprising 30,00,100 equity shares of face value ₹10/- each.

Financial Performance of the Target Company

The key financial information of the target company, as extracted from its audited financial statements, is presented below:

(₹ in Lakhs)

Offer Price Justification and Financial Arrangements

The offer price of ₹206.66/- per equity share has been determined in accordance with Regulations 8(1) and 8(2) of the SAST Regulations, being the highest of the applicable parameters. The volume-weighted average market price (VWAP) for the 60 trading days immediately preceding the date of the Public Announcement, as traded on BSE, was ₹186.30/-. The highest negotiated price under the SPA was ₹206.66/-, which constitutes the minimum offer price. The acquirer has opened an escrow cash account (Account No. 19790200003635) with Federal Bank Limited and has deposited ₹4,05,00,000/- (representing 25% of the offer consideration assuming full acceptance) in accordance with Regulation 17(1) of the SAST Regulations. The offer obligation will be met entirely through the acquirer's own resources, with no borrowings envisaged.

Terms, Conditions, and Procedure

The open offer is not conditional on any minimum level of acceptance. All public shareholders (registered or unregistered) holding equity shares in dematerialised or physical form are eligible to participate during the tendering period. Equity shares once tendered cannot be withdrawn. The offer will be implemented through the Stock Exchange Mechanism (Acquisition Window) on BSE Limited, with Choice Equity Broking Private Limited appointed as the Buying Broker. In the event equity shares validly tendered exceed the offer size of 7,80,026 shares, acceptance will be determined on a proportionate basis. Upon completion of the open offer and the underlying transaction, the sellers (existing promoters) shall be re-classified from 'Promoters or Promoter Group' to 'public', and the acquirer shall be classified as 'Promoter' of the target company, subject to receipt of necessary approvals under the SEBI (LODR) Regulations. The acquirer has confirmed he does not intend to delist the target company pursuant to this open offer. All offer documents are available on the websites of SEBI ( www.sebi.gov.in ), BSE ( www.bseindia.com ), and P.H. Capital Limited ( www.phcapital.in ).

P H Capital Limited announced its audited financial results for the financial year ended March 31, 2026, following approval by the Board of Directors on April 23, 2026. The company, engaged in trading in shares and securities, reported a decline in profitability for the full year compared to the previous fiscal year.

Financial Performance Overview

For the financial year ended March 31, 2026, ph capital reported a net profit of Rs 323.59 lakh, representing a decrease from Rs 785.10 lakh in the previous year. Total income from operations stood at Rs 11,408.48 lakh, down from Rs 18,550.80 lakh in FY25. The company's earnings per share (EPS) for the year was Rs 10.79, compared to Rs 26.17 in the preceding year.

Quarterly Performance

The fourth quarter of FY26 proved challenging, with the company recording a net loss of Rs 160.09 lakh. Total income for the quarter ended March 31, 2026, was Rs 2,269.61 lakh, while total expenses amounted to Rs 2,461.71 lakh. The basic and diluted EPS for Q4 FY26 was reported at (Rs 5.34).

Key Financial Indicators

Balance Sheet Position

As of March 31, 2026, the company's total assets stood at Rs 5,871.74 lakh, compared to Rs 6,339.75 lakh in the previous year. Total equity was reported at Rs 5,754.97 lakh, while total liabilities amounted to Rs 116.77 lakh. Cash and cash equivalents increased significantly to Rs 3,008.11 lakh from Rs 170.92 lakh in FY25.

Auditor's Report

The statutory auditors, M/s. S.P Jain & Associates, Chartered Accountants, conducted the audit of the annual financial results and a limited review of the quarterly results. The auditors expressed an unmodified opinion, stating that the financial results for the year ended March 31, 2026, are presented in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and give a true and fair view of the company's financial performance.