Key Quantitative Figures

  • Current Authorized Share Capital: ₹4.00 crore (40,00,000 equity shares of ₹10 each)
  • Proposed Authorized Share Capital: ₹44.001 crore (4,40,01,000 equity shares of ₹10 each)
  • Bonus Issue Amount: Up to ₹30.001 crore to be capitalized from free reserves
  • Bonus Ratio: 10:1 (10 new shares for every 1 existing share)
  • FY 2025-26 Total Income: ₹11,408.48 lakhs
  • FY 2025-26 Net Profit: ₹323.59 lakhs
  • FY 2024-25 Total Income: ₹18,550.80 lakhs
  • FY 2024-25 Net Profit: ₹785.10 lakhs
  • Current Paid-up Capital: ₹300.01 lakhs (30,00,100 shares)
  • Post-bonus Paid-up Capital: ₹3,300.11 lakhs (3,30,01,100 shares)

Dates of Action

  • AGM Date: September 18, 2026 at 12:00 noon IST
  • Record Date for Bonus: To be determined by Board
  • E-voting Period: September 15, 2026 (9:00 AM) to September 17, 2026 (5:00 PM)
  • Cut-off Date: September 11, 2026
  • New Director Appointments: Effective August 5, 2026 (subject to shareholder approval)

Parties Involved

  • Stock Exchange: BSE Limited
  • Registrar & Transfer Agent: Bigshare Services Pvt. Ltd.
  • Statutory Auditors: S.P Jain & Associates
  • Secretarial Auditors: M/s D Maurya & Associates (current), M/s. N. M. & Co. Company Secretaries (proposed)
  • Bankers: HDFC Bank Limited, Kotak Mahindra Bank Limited
  • New Directors: Aditya Himmat Bhansali (Managing Director), Disha Singhvi (Whole-time Director), Nagendraa Parakh (Independent Director)

Proposed Resolutions

Ordinary Business

1. Adoption of audited financial statements for FY ended March 31, 2026

Special Business

2. Increase in authorized share capital from ₹4.00 crore to ₹44.001 crore

3. Issue of bonus shares in 10:1 ratio by capitalizing up to ₹30.001 crore from reserves

4. Creating security/charge on assets up to ₹1,000 crore over paid-up capital and free reserves

5. Increasing borrowing limits to ₹1,000 crore over paid-up capital and free reserves

6. Increasing limits for loans/guarantees/investments to ₹1,000 crore under Section 186

7. Regularize appointment of Aditya Himmat Bhansali as Director

8. Appoint Aditya Himmat Bhansali as Managing Director (₹10 lakh/month remuneration, increasing up to 30% yearly)

9. Regularize appointment of Disha Singhvi as Director

10. Appoint Disha Singhvi as Whole-time Director (₹50,000/month remuneration, increasing up to 30% yearly)

11. Appoint Nagendraa Parakh as Independent Director for 5 years

12. Change company name from "P H Capital Limited" to "AHB Capital Limited"

13. Adopt new Articles of Association

14. Appoint M/S. N. M. & Co. Company Secretaries as Secretarial Auditors for 5 years (₹50,000 remuneration for FY 2026-27)

Change in Control Details

  • Mr. Aditya Himmat Bhansali acquired 21,81,201 shares (72.70%) from previous promoters
  • Mandatory open offer was made for up to 7,80,026 shares (26%) from May 19 to June 2, 2026
  • Only 1 share was tendered and accepted in the open offer
  • Revised shareholding: Aditya Himmat Bhansali (72.70%), Public Shareholders (27.30%)
  • Previous promoters Rikeen Dalal and Sejal Dalal resigned effective August 5, 2026

Financial Impact

  • The bonus issue will increase paid-up capital from ₹3.00 crore to ₹33.00 crore
  • The authorized capital increase enables the bonus issue implementation
  • No dividend declared for FY 2025-26 to conserve resources
  • Financial impact of director appointments: Managing Director - ₹10 lakh/month, Whole-time Director - ₹50,000/month

Capital Structure Impact

  • Pre-bonus share capital: 30,00,100 shares
  • Post-bonus share capital: 3,30,01,100 shares
  • Promoter holding post-bonus: 2,39,93,211 shares (72.70%)
  • Public holding post-bonus: 90,07,889 shares (27.30%)
  • No dilution of ownership percentage due to proportional bonus allocation

Corporate Governance

  • Board comprises 4 directors as of March 31, 2026
  • 7 Board meetings held during FY 2025-26
  • All applicable committees constituted (Audit, Nomination & Remuneration, Stakeholders Relationship, CSR)
  • Whistle Blower Policy implemented, no complaints received during FY 2025-26

Forward-looking Statements

The Board recommends all resolutions for shareholder approval to implement the company's new strategic direction under changed management and control.