PH Capital Limited concluded its 53rd Annual General Meeting on September 18, 2026, with shareholders approving all 14 proposed resolutions. The meeting saw a total of 22,17,948 votes polled out of 30,00,100 outstanding shares, representing a 73.93% turnout.

The voting process was conducted via remote e-voting and electronic voting during the video-conferenced session. M/s N. M. & Co., Practising Company Secretaries, served as the scrutinizer for the event.

Key Resolutions Passed

Shareholders approved the adoption of the audited financial statements for FY26. The company also secured approval to increase its authorized share capital and issue bonus shares.

Corporate Governance & Leadership

The AGM addressed leadership regularization and appointments:

• Regularization of Mr. Aditya Himmat Bhansali as Director and appointment as Managing Director.
• Regularization of Ms. Disha Singhvi as Director and appointment as Whole Time Director.
• Regularization of Mr. Nagendraa Parakh as Non-Executive Independent Director.

Strategic & Financial Limits

The Board obtained shareholder consent for significant operational flexibility:

• Approval for a change in the company’s name with consequential alterations to the Memorandum and Articles of Association.
• Adoption of a new set of Articles of Association.
• Increased limits for creating security via mortgage/charge/hypothecation under Section 180(1)(a) of the Companies Act, 2013.
• Increased borrowing limits under Section 180(1)(c) of the Companies Act, 2013.
• Increased limits for granting loans, guarantees, security, and investments under Section 186 of the Companies Act, 2013.

Voting Breakdown

Promoter group participation was decisive across all resolutions. The promoter group held 21,81,201 shares and voted 100% in favour on every agenda item. Public institutional shareholders polled 32,700 votes (44.98% of their holdings), while public non-institutional shareholders polled 4,047 votes (0.54% of their holdings).

Note: Minor dissent (15 votes) was recorded against operational limit increases from public non-institutional shareholders.

Audit & Compliance

Mr. Suyog Dhavan, Chief Financial Officer, informed members that the reports of the Statutory Auditor (M/s. S. P. Jain & Associates) and Secretarial Auditor (M/s N. M. & Co.) contained no qualifications or adverse comments. Consequently, these reports were not read out during the meeting.

M/s N. M. & Co. was appointed as Secretarial Auditors for a tenure of five years.

What the Numbers Show

The unanimous support from the promoter group, which controls approximately 72.7% of the total equity base (21,81,201 shares out of 30,00,100), ensured the passage of all structural changes. The near-unanimous approval of operational limit increases (99.99%) indicates broad shareholder alignment with the board’s strategy to enhance financial flexibility for future growth initiatives.

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. Newspaper advertisements confirming the meeting details were published on August 26, 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.

E-Voting Process

Shareholders holding shares as of the cut-off date of Friday, September 11, 2026, are eligible to vote. The remote e-voting period begins on Tuesday, September 15, 2026 at 9:00 am and ends on Thursday, September 17, 2026 at 5:00 pm. Voting rights are reckoned on shares registered in the name of members as on the cut-off date.