PH Capital Limited's board of directors has officially approved the execution of a Share Purchase Agreement for the sale of a controlling stake to Aditya Himmat Bhansali. The board meeting held on December 20, 2025, formalized the transaction that will result in a significant change of control in the company.

Transaction Details

The Share Purchase Agreement involves the sale of 21.81 lakh equity shares representing 72.70% of PH Capital's paid-up equity share capital. The transaction parameters are outlined below:

Board Meeting and Regulatory Compliance

The board meeting commenced at 9:00 a.m. and concluded at 1:30 p.m. on December 20, 2025. The company has made the necessary disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to BSE Limited with scrip code 500143.

Seller Details and Share Distribution

Seven promoter group entities and individuals are participating in the sale, with their respective shareholdings:

Regulatory Implications and Open Offer

The transaction will trigger mandatory regulatory requirements under SEBI regulations. The acquirer, Aditya Himmat Bhansali, will be required to make an open offer to public shareholders in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The consummation of the proposed transaction remains subject to satisfaction of conditions precedent, including receipt of relevant statutory approvals.

Corporate Governance Changes

Upon completion of the transaction, the board of directors will be reconstituted to include the acquirer's directors, reflecting the change in control. The company has clarified that it is not transferring any shares pursuant to the agreement but is facilitating the transaction between the sellers and acquirer while providing customary confirmations, undertakings, and assistance as required under applicable law.

P.H. Capital Limited , a company engaged in trading of shares and securities, has announced its financial results for the second quarter and half-year ended September 30, 2025. The company reported a significant shift in its performance compared to the previous quarter, reflecting the volatile nature of the stock market.

Key Financial Highlights

Quarterly Performance

P.H. Capital experienced a challenging second quarter, reporting a net loss of Rs 89.94 lakh, a stark contrast to the net profit of Rs 700.13 lakh in the previous quarter. The total revenue from operations stood at Rs 3,120.26 lakh, showing a significant decrease from the first quarter's revenue of Rs 5,799.63 lakh.

Half-Yearly Results

For the half-year period ended September 30, 2025, the company recorded a net profit of Rs 610.19 lakh, compared to Rs 1,248.99 lakh in the corresponding period last year. This represents a year-on-year decline of about 51% in net profit for the first half of the fiscal year.

Balance Sheet Strengthening

Despite the quarterly loss, P.H. Capital's balance sheet showed signs of strengthening:

• Total assets increased to Rs 6,389.04 lakh as of September 30, 2025, from Rs 6,339.75 lakh in March 2025.
• Cash and cash equivalents rose significantly to Rs 3,583.23 lakh from Rs 170.92 lakh, indicating improved liquidity.

Management Review

The financial results were reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on November 13, 2025.

Market Context

As a company primarily engaged in trading shares and securities, P.H. Capital's performance is closely tied to stock market conditions. The volatility in quarterly results may reflect the broader market trends and trading opportunities during the period.

Conclusion

While P.H. Capital faced headwinds in Q2 FY2026, the overall half-yearly performance remains positive, albeit lower than the previous year. The significant increase in cash and cash equivalents suggests that the company may be well-positioned to capitalize on future market opportunities.