PH Capital Limited has issued a clarification to BSE Limited regarding the recent significant movement in its share price, responding to the exchange's inquiry dated December 26, 2025. The company addressed concerns about the price volatility through an official communication under Regulation 30 of SEBI (LODR) Regulations, 2015.

Company's Response to BSE Inquiry

The company received a letter from BSE Limited (reference number LSSURV/ONL/PV/APJ/2025-2026/807) inquiring about the significant movement in the company's script price. PH Capital Limited responded that all relevant information required under applicable laws has already been disclosed to the stock exchanges from time to time under Regulation 30 of the SEBI (LODR) Regulations, 2015.

Key Clarification Points

The company's response highlighted several important aspects:

No Undisclosed Material Events

PH Capital Limited explicitly stated that there is no other material event or information that needs to be informed to the stock exchange at this point in time. The company emphasized its commitment to transparency by confirming that it shall continue to disclose all relevant events or information in accordance with the timelines prescribed under applicable laws and regulations.

Market-Driven Price Movement

The company attributed the increase in its script price to purely market conditions, describing it as absolutely market-driven. This clarification aims to address any speculation about undisclosed corporate developments or material events that might have influenced the stock's performance.

Regulatory Compliance Commitment

PH Capital Limited reaffirmed its dedication to regulatory compliance, stating that it will continue to make timely disclosures as required under applicable laws and regulations. The communication was signed by Rikeen Dalal, Chairman and Whole-time Director (DIN: 01723446), demonstrating senior management's direct involvement in addressing the exchange's concerns.

PH Capital Limited has received the Detailed Public Statement (DPS) from Aditya Himmat Bhansali's merchant banker regarding the mandatory open offer, marking the next phase in the acquisition process that will see the company change hands at ₹206.66 per share.

Detailed Public Statement Receipt

The company disclosed on December 30 that it received the DPS dated December 29 from Choice Capital Advisors Private Limited, the merchant banker representing acquirer Aditya Himmat Bhansali. This follows the public announcement made on December 20 regarding the open offer.

Open Offer Structure and Timeline

The mandatory open offer targets 7,80,026 equity shares representing 26.00% of PH Capital's voting share capital at ₹206.66 per share. The offer follows Bhansali's acquisition of 21,81,200 shares (72.70% stake) from existing promoters.

Regulatory Timeline

The DPS outlines a comprehensive timeline for the open offer process, with key milestones extending into early 2026:

Acquirer Profile and Financial Arrangements

Aditya Himmat Bhansali, a 45-year-old lawyer and founding partner of Mindspright Legal, has established robust financial arrangements for the acquisition. His net worth stands at ₹69.34 crores as certified by chartered accountants.

Offer Implementation Mechanism

The open offer will be implemented through BSE's stock exchange mechanism via a separate acquisition window. Choice Equity Broking Private Limited has been appointed as the buying broker, while Bigshare Services Private Limited serves as the registrar.

Shareholding Transformation

Upon completion, the transaction will result in a complete change of control. The seven selling promoter entities, including Rikeen P. Dalal-HUF, Sejal Rikeen Dalal, and Ruby Multimedia Pvt Ltd, will transfer their complete holdings. Bhansali's maximum potential shareholding could reach 98.70% assuming full acceptance of the open offer.

The offer price of ₹206.66 per share was determined as the highest among various pricing parameters under SEBI regulations, including the negotiated price for the underlying share purchase agreement and volume-weighted average market prices.