Key Agenda Items and Resolutions

Ordinary Business

1. Adoption of Financial Statements

To receive, consider, and adopt the audited financial statements for the financial year ended March 31, 2026, along with reports of Board of Directors and Auditors.

Special Business

2. Increase in Authorized Share Capital

Proposed increase from ₹4.00 crore (40,00,000 equity shares of ₹10 each) to ₹44.00 crore (4,40,01,000 equity shares of ₹10 each) via Ordinary Resolution. Requires alteration of Clause 5(a) of Memorandum of Association.

3. Issue of Bonus Shares

Ordinary Resolution to issue bonus shares in ratio 10:1 (10 new shares for every 1 existing share). To capitalize up to ₹30,00,10,000 from free reserves as of March 31, 2026. Record date to be determined by Board. Post-bonus shareholding pattern:

  • Promoter & Promoter Group: 72.70% (2,39,93,211 shares)
  • Public Shareholding: 27.30% (90,07,889 shares)
  • Total: 3,30,01,100 shares

Bonus shares will rank pari-passu with existing shares and be allotted only in dematerialized form.

4. Creation of Security on Assets

Special Resolution to approve creating mortgage/charge/hypothecation on assets up to ₹1000 crore over paid-up capital and free reserves.

5. Borrowing Limits Increase

Special Resolution to approve borrowing limits up to ₹1000 crore over aggregate of paid-up capital and free reserves.

6. Loans, Guarantees, and Investments

Special Resolution to approve granting loans, guarantees, and making investments in other bodies corporate up to ₹1000 crore beyond limits under Section 186 of Companies Act, 2013.

7. Regularization of Mr. Aditya Himmat Bhansali as Director

Ordinary Resolution to regularize appointment as Director (DIN: 03184474), initially appointed Additional Director on August 5, 2026.

8. Appointment of Mr. Aditya Himmat Bhansali as Managing Director

Special Resolution to appoint as Managing Director for 5 years from August 19, 2026, to August 18, 2031. Remuneration: ₹10,00,000 per month with potential annual increases up to 30%.

9. Regularization of Ms. Disha Singhvi as Director

Ordinary Resolution to regularize appointment as Director (DIN: 11751597), initially appointed Additional Director on August 5, 2026.

10. Appointment of Ms. Disha Singhvi as Whole-time Director

Special Resolution to appoint as Whole-time Director for 5 years from August 5, 2026, to August 4, 2031. Remuneration: ₹50,000 per month with potential annual increases up to 30%.

11. Appointment of Mr. Nagendraa Parakh as Independent Director

Special Resolution to appoint as Non-Executive Independent Director (DIN: 10177336) for 5 years from August 5, 2026, to August 4, 2031. Eligible for sitting fees.

12. Change of Company Name

Special Resolution to change name from "P H Capital Limited" to "AHB Capital Limited" subject to regulatory approvals. Received no objection from ROC (August 10, 2026) and BSE (August 10, 2026).

13. Adoption of New Articles of Association

Special Resolution to replace existing Articles with new set.

14. Appointment of Secretarial Auditors

Ordinary Resolution to appoint M/s. N. M. & Co. Company Secretaries (Peer Review No. 2385/2022) as Secretarial Auditors for 5 years from FY 2026-27 to 2030-31. Remuneration for FY 2026-27: ₹50,000 plus expenses.

Key Dates and Procedural Information

  • AGM Date: September 18, 2026, at 12:00 noon IST
  • Record Date for AGM: September 11, 2026
  • Remote e-Voting Period: September 15, 2026 (9:00 AM) to September 17, 2026 (5:00 PM)
  • Scrutinizer: N. M. & Co., Practicing Company Secretary
  • E-Voting Agency: Bigshare Services Private Limited

Background Context

  • Recent change of control: Mr. Rikeen Dalal and Ms. Sejal Dalal resigned as directors. Mr. Aditya Himmat Bhansali and Ms. Disha Singhvi appointed as additional directors from August 5, 2026.
  • Current board composition consists only of additional directors and independent directors; no director liable to retire by rotation.

Financial and Capital Structure Impact

  • Bonus issue will increase paid-up capital significantly from current 30,00,100 shares to 3,30,01,100 shares
  • Authorized capital increase from ₹4.00 crore to ₹44.00 crore enables future capital actions
  • New borrowing and investment limits (₹1000 crore each) provide substantial financial flexibility