PH Capital Ltd — Important, 05-06-2026: Company Update

June 05, 2026

To,

BSE limited

Phiroze Jeejeebhoy Tower,

25th Floor, Dalal Street,

Mumbai - 400 001

Dear Sir/Ma’am,

Security code: - 500143 ISIN: - INE160F01013

Subject: Outcome of the Board Meeting

In Re: Intimation under Regulation 30 of Securities and Exchange Board of India (“SEBI”)

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing

Regulations”) – Change in Management

Dear Ma’am/Sir,

In Accordance with Regulation 30 read with Part A of Schedule III of Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter

referred to as the “LODR Regulations”), the Company would like to inform your goodself that, its

Board of Directors of the Company, at their meeting held today i.e. June 05, 2026, inter-alia have

approved the following items:

1. The Open Offer made by Mr. Aditya Himmat Bhansali (hereinafter referred to as

“Acquirer”) for the acquisition of 7,80,086 equity shares through the Letter of Offer dated

May 08, 2026 issued under the SEBI (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011 (hereinafter referred to as “SAST Regulations has been successfully

completed. In furtherance of the successful completion of the aforementioned Open Offer

the Share Purchase Agreement entered into by the Acquirer has also been consummated and

accordingly as intended the following Promoters are seeking re-classification (hereinafter

referred to as “Outgoing Promoters”) as intended in the Letter of Offer dated May 08, 2026

and in accordance with Regulation 31A(10) of the Listing Regulations:

Sr. No. Names Category

a. Ms. Sejal Rikeen Dalal Promoter Group

b. Ms. Tej Pradip Dalal Promoter

c. Rikeen Pradip Dalal – HUF Promoter Group

d. Mr. Sujalbhai Vikrambhai Palkhiwala Promoter Group

e. Mr. Rikeen Pradip Dalal Promoter

f. Ms. Mandira Purohit Promoter Group

g. Mr. Ronil Rikeen Dalal Promoter Group

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h. Mr. Rayan Rikeen Dalal Promoter Group

i. Ms. Varshaben Vikrambhai Palkhiwala Promoter Group

j. Mr. Saurinbhai Vikrambhai Palkhiwala Promoter Group

k. Ms. Sonaliben Saurinbhai Palkhiwala Promoter Group

l. Ms. Mohini Seth Promoter Group

m. Mr. Kisan Pradhan Promoter Group

n. Ruby Multimedia Private Limited Promoter Group

o. Krishna Trust Promoter Group

p. Tirupati Trust Promoter Group

q. Style Art Private Limited Promoter Group

r. Ficom Advisory LLP Promoter Group

s. Namo Communication LLP Promoter Group

t. Le Lux Renard Clothing LLP Promoter Group

u. Prestige Reality LLP Promoter Group

v. Greenpaper Clothing LLP Promoter Group

w. Hazey Jane Records LLP Promoter Group

x. Hazey Jane Productions LLP Promoter Group

2. Further pursuant to the completion of Open Offer by the Acquirer, the Acquirer is classified

as the Promoter of the Company in terms of the Regulation 31A(10) of Listing Regulations,

with immediate effect.

3. After considering the recommendations of the Nomination & Remuneration Committee and

the Audit Committee, the Board of Directors have approved the following appointments and

noted the following resignations due to completion of the open offer of the Company and

resultant change in management and control of the Company:

Appointments:

a. Appointment of Mr. Aditya Himmat Bhansali (DIN: 03184474) as Chief Financial Officer

of the Company with effect from June 06, 2026.

b. Appointment of Mr. Aditya Himmat Bhansali (DIN: 03184474) as Additional Whole-time

Director and Designated Director with effect from June 15, 2026 or such later date on

which the requisite regulatory approval(s) from BSE Limited are received as per

Securities and Exchange Board of India (Stock Brokers) Regulations, 2026, and all other

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applicable statutes, rules, regulations, bye-laws (including any statutory modifications,

re-enactments or replacements thereof for the time being in force).

c. Appointment of Ms. Disha Singhvi (DIN: 11751597) as Additional Executive Director and

Designated Director of the Company with effect from June 15, 2026 or such later date on

which the requisite regulatory approval(s) from BSE Limited are received as per

Securities and Exchange Board of India (Stock Brokers) Regulations, 2026, and all other

applicable statutes, rules, regulations, bye-laws (including any statutory modifications,

re-enactments or replacements thereof for the time being in force).

d. Appointment of Mr. Nagendraa Parakh (DIN: 10177336) as Additional Non-Executive

Independent Director and Non- Designated Director of the Company with effect from

June 15, 2026 or such later date on which the requisite regulatory approval(s) from BSE

Limited are received as per Securities and Exchange Board of India (Stock Brokers)

Regulations, 2026, and all other applicable statutes, rules, regulations, bye-laws

(including any statutory modifications, re-enactments or replacements thereof for the

time being in force).

e. Appointment of Mr. Rahul Sharma as the Chief Executive Officer of the Company with

effect from June 06, 2026.

f. Appointment of Mr. Umesh Madanlal Prajapati as the Compliance Officer for the

broking division of the Company with effect from June 06 2026 pursuant to SEBI (Stock

Brokers) Regulations, 2026 and all other applicable statutes, rules, regulations, bye-laws

(including any statutory modifications, re-enactments or replacements thereof for the

time being in force).

Resignations:

a. Resignation of Mr. Rikeen Dalal (DIN: 01723446) from the post of Whole-time Director

of the Company with effect from close of business hours on June 15, 2026 or such later

date on which the requisite regulatory approval(s) from BSE Limited are received as per

Securities and Exchange Board of India (Stock Brokers) Regulations, 2026, and all other

applicable statutes, rules, regulations, bye-laws (including any statutory modifications,

re-enactments or replacements thereof for the time being in force).

b. Resignation of Ms. Sejal Rikeen Dalal (DIN: 01723369) as the Non – Executive Director of

the Company with effect from close of business hours on June 15, 2026 or such later date

on which the requisite regulatory approval(s) from BSE Limited are received as per

Securities and Exchange Board of India (Stock Brokers) Regulations, 2026, and all other

applicable statutes, rules, regulations, bye-laws (including any statutory modifications,

re-enactments or replacements thereof for the time being in force).

c. Resignation of Mr. Vijay Solanki as the Chief Financial Officer of the Company with

effect from June 05, 2026.

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4. The Company will relieve the Directors, Mr. Rikeen Dalal and Ms. Sejal Rikeen Dalal from

their responsibilities with effect from June 15, 2026 or such later date on which the requisite

regulatory approval(s) from BSE Limited are received as per Securities and Exchange Board

of India (Stock Brokers) Regulations, 2026, and all other applicable statutes, rules,

regulations, bye-laws (including any statutory modifications, re-enactments or replacements

thereof for the time being in force).

5. Due to the above change in management Mr. Vijay Solanki will cease to be Chief financial

Officer of the Company and Mr. Aditya Himmat Bhansali is being appointed in his place as

the Chief Financial Officer of the Company.

6. Due to the resignation of Mr. Vijay Solanki as the Chief financial Officer of the Company, he

shall also cease to be key managerial personnel authorised for the purpose of determining

materiality of an event or information and for the purpose of making disclosures to stock

exchange(s) in terms of Regulation 30 of the LODR Regulations.

The brief details required to be furnished pursuant to Regulation 30 of the Listing Regulations read

with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30,

2026 is enclosed herewith as ‘Annexure A’.

The resignation letters received are enclosed herewith as ‘Annexure B’.

The Board Meeting commenced at 5:30 p.m. and concluded at 8:30 p.m.

We request you to take the same on records.

Thanking you,

Yours faithfully,

For P H CAPITAL LIMITED

Simran Agarwal

Company Secretary and Compliance Officer

Encl: as above

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Annexure A

Details required to be furnished pursuant to Regulation 30 of the Listing Regulations read with

SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026

SR.NO Particulars Information of Event

1. Reason for change viz. Appointment,

reappointment, resignation, removal,

death or otherwise

Appointment of Mr. Aditya Himmat

Bhansali (DIN: 03184474) as Additional

Whole-time Director and Designated

Director subject to regulatory approval and

as the Chief Financial Officer of the

Company.

2. Date of appointment/re-appointment/

cessation (as applicable) & term of

appointment/ re-appointment;

Mr. Aditya Himmat Bhansali will be

assuming his responsibilities as the Chief

Financial Officer with effect from June 06,

2026.

He will be assuming his responsibilities of

Additional Whole-time Director and

Designated Director with effect from June 15,

2026 or such later date on which the requisite

regulatory approval(s) from BSE Limited are

received as per Securities and Exchange

Board of India (Stock Brokers) Regulations,

2026, and all other applicable statutes, rules,

regulations, bye-laws (including any

statutory modifications, re-enactments or

replacements thereof for the time being in

force).

3. Brief profile (in case of appointment) Mr. Aditya Himmat Bhansali acted as a

Remisier with Choice Equity Broking Private

Limited through Aditya Bhansali HUF from

June 9, 2020 to September 1, 2024. In this

capacity, he was involved in client

acquisition, onboarding of investors for

trading in equity and derivative markets,

and facilitating effective coordination

between clients and the stock broker.

Mr. Aditya Himmat Bhansali is also the

Founding Partner of Mindspright Legal, a

boutique law firm specializing in securities

laws and regulatory practice. He regularly

advises corporates on capital markets

transactions, SEBI regulations, fund-raising

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activities, and securities law compliance

matters.

4. Disclosure of relationships between

directors (in case of appointment of a

director)

Mr. Aditya Himmat Bhansali is not related to

any of the directors.

1. Affirmation that the Director being

appointed in not debarred from holding

the office of Director by virtue of any

SEBI order or any other such authority.

Mr. Aditya Himmat Bhansali is not debarred

from holding the office of Director by virtue

of any SEBI order or any other authority.

SR.NO Particulars Information of Event

1. Reason for change viz. Appointment,

reappointment, resignation, removal,

death or otherwise

Appointment of Ms. Disha Singhvi (DIN:

11751597) as Additional Executive Director

and Designated Director of the Company

subject to regulatory approval.

2. Date of appointment/re-appointment/

cessation (as applicable) & term of

appointment/ re-appointment;

Ms. Disha Singhvi will be assuming her

responsibilities with effect from June 15,

2026 or such later date on which the requisite

regulatory approval(s) from BSE Limited are

received as per Securities and Exchange

Board of India (Stock Brokers) Regulations,

2026, and all other applicable statutes, rules,

regulations, bye-laws (including any

statutory modifications, re-enactments or

replacements thereof for the time being in

force).

3. Brief profile (in case of appointment) Ms. Disha Singhvi served as a Business

Development Executive with Choice Equity

Broking Private Limited from January 2024

to May 2026. Her responsibilities included

sourcing new clients, developing business

opportunities, and facilitating the

onboarding process for prospective clients.

4. Disclosure of relationships between

directors (in case of appointment of a

director)

Ms. Disha Singhvi is not related to any of the

directors.

5. Affirmation that the Director being

appointed in not debarred from holding

the office of Director by virtue of any

SEBI order or any other such authority.

Ms. Disha Singhvi is not debarred from

holding the office of Director by virtue of any

SEBI order or any other authority.

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SR.NO Particulars Information of Event

1. Reason for change viz. appointment,

reappointment, resignation, removal,

death or otherwise

Appointment of Mr. Nagendraa Parakh

(DIN: 10177336) as the Additional Non -

Executive Independent Director and Non-

Designated Director of the Company subject

to regulatory approval.

2. Date of appointment/re-appointment/

cessation (as applicable) & term of

appointment/ re-appointment;

Mr. Nagendraa Parakh (DIN: 10177336) has

been appointed by the Board of Directors as

an Additional Non - Executive Independent

Director and Non- Designated Director of

the Company with effect from June 15, 2026

or such later date on which the requisite

regulatory approval(s) from BSE Limited are

received as per Securities and Exchange

Board of India (Stock Brokers) Regulations,

2026, and all other applicable statutes, rules,

regulations, bye-laws (including any

statutory modifications, re-enactments or

replacements thereof for the time being in

force).

3. Brief profile (in case of appointment) Mr. Nagendraa Parakh has over 35 years of

experience in securities markets and

financial regulation. He served as Executive

Director at SEBI and was involved in market

regulation, supervision of intermediaries,

and investor protection initiatives. He also

served as Member of the Forward Markets

Commission and held various positions at

SEBI across regulatory and policy functions.

Prior to joining SEBI, he worked with Power

Finance Corporation Limited in project

finance and credit appraisal.

4. Disclosure of relationships between

directors (in case of appointment of a

director)

Mr. Nagendraa Parakh is not related to any

of the directors.

5. Affirmation that the Director being

appointed in not debarred from holding

the office of Director by virtue of any

SEBI order or any other such authority.

Mr. Nagendraa Parakh debarred from

holding the office of Director by virtue of any

SEBI order or any other authority.

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SR.NO Particulars Information of Event

1. Reason for change viz. appointment,

reappointment, resignation, removal,

death or otherwise

Appointment of Mr. Rahul Sharma as the

Chief Executive Officer of the Company.

2. Date of appointment/re-appointment/

cessation (as applicable) & term of

appointment/ re-appointment;

Mr. Rahul Sharma will be assuming his

responsibilities with effect from June 06,

2026.

3. Brief profile (in case of appointment) Mr. Rahul Sharma has over 18 years of

experience in fundraising, project finance,

business development, strategy, and

commercial operations across the energy

and infrastructure sectors. He served as

Chief Executive Officer of Swan LNG Private

Limited, where he was involved in project

execution, fund raising, stakeholder

management, and commercial negotiations.

His experience includes debt and equity

fundraising, financial modelling, business

planning, mergers and acquisitions, and

project appraisal. He has also held positions

with Taipan Resources Inc., Jubilant Energy,

Essar Oil Limited, and Mahanagar Gas

Limited.

4. Disclosure of relationships between

directors (in case of appointment of a

director)

Not applicable

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SR.NO Particulars Information of Event

1. Reason for change viz. appointment,

reappointment, resignation, removal,

death or otherwise

Appointment of Mr. Umesh Madanlal

Prajapati as the Compliance Officer for the

broking division of the Company.

2. Date of appointment/re-appointment/

cessation (as applicable) & term of

appointment/ re-appointment;

Mr. Umesh Madanlal Prajapati will be

assuming his responsibilities with effect

from June 06, 2026.

3. Brief profile (in case of appointment) Mr. Umesh Prajapati is a finance and

accounting professional with over six years

of diversified experience in accounting,

finance, and capital market operations. He

possesses more than four years of hands-on

experience in managing accounting

functions, financial reporting,

reconciliations, taxation, and ledger

management across various business

operations.

Throughout his career, he has been

responsible for maintaining accurate books

of accounts, preparing financial statements,

conducting bank and account

reconciliations, managing accounts payable

and receivable, and ensuring compliance

with applicable accounting and taxation

requirements. His expertise includes

handling day-to-day accounting activities,

preparing financial reports for management

review, monitoring financial transactions,

and maintaining robust accounting records

to support organizational decision-making.

In addition to his accounting and finance

experience, Mr. Prajapati has approximately

two years of experience in the capital

markets and share trading domain. During

this period, he has been actively involved in

trade execution, market research and

analysis, portfolio monitoring, and

maintaining books of accounts related to

securities transactions. He has developed a

sound understanding of equity markets,

trading strategies, settlement processes, and

financial instruments, enabling him to

effectively support trading operations and

investment-related activities.

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4. Disclosure of relationships between

directors (in case of appointment of a

director)

Not applicable

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SR.NO Particulars Information of Event

1. Reason for change viz. appointment,

reappointment, resignation, removal,

death or otherwise

Resignation of Mr. Rikeen Dalal (DIN:

01723446) as the Whole-time Director of the

Company due to change in control subject to

regulatory approvals.

He has confirmed that there is no other

material reason for the resignation other

than the above.

2. Date of appointment/re-appointment/

cessation (as applicable) & term of

appointment/ re-appointment;

Mr. Rikeen Dalal will be relieved from his

responsibilities with effect from close of

business hours June 15, 2026 or such later

date on which the requisite regulatory

approval(s) from BSE Limited are received

as per Securities and Exchange Board of

India (Stock Brokers) Regulations, 2026, and

all other applicable statutes, rules,

regulations, bye-laws (including any

statutory modifications, re-enactments or

replacements thereof for the time being in

force).

3. Brief profile (in case of appointment) Not Applicable

4. Disclosure of relationships between

directors (in case of appointment of a

director)

Not Applicable

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SR.NO Particulars Information of Event

1. Reason for change viz. appointment,

reappointment, resignation, removal,

death or otherwise

Resignation of Ms. Sejal Rikeen Dalal (DIN:

01723369) as the Non-Executive Director of

the Company due to change in control

subject to regulatory approvals.

She has confirmed that there is no other

material reason for the resignation other

than the above.

2. Date of appointment/re-appointment/

cessation (as applicable) & term of

appointment/ re-appointment;

Ms. Sejal Rikeen Dalal will be relieved from

her responsibilities with effect from close of

business hours June 15, 2026 or such later

date on which the requisite regulatory

approval(s) from BSE Limited are received

as per Securities and Exchange Board of

India (Stock Brokers) Regulations, 2026, and

all other applicable statutes, rules,

regulations, bye-laws (including any

statutory modifications, re-enactments or

replacements thereof for the time being in

force).

3. Brief profile (in case of appointment) Not Applicable

4. Disclosure of relationships between

directors (in case of appointment of a

director)

Not Applicable

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SR.NO Particulars Information of Event

1. Reason for change viz. appointment,

reappointment, resignation, removal,

death or otherwise

Resignation of Mr. Vijay Solanki from the

post of Chief Financial Officer due change in

control.

He has confirmed that there is no other

material reason for the resignation other

than the above.

2. Date of appointment/re-appointment/

cessation (as applicable) & term of

appointment/ re-appointment;

Mr. Vijay Solanki will be relieved from his

responsibilities with effect from close of

business hours of June 05, 2026.

3. Brief profile (in case of appointment) Not Applicable

4. Disclosure of relationships between

directors (in case of appointment of a

director)

Not Applicable

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Board of Directors

P H Capital Limited

5-D, Kakad House, 5th Floor, A-Wing,

Opp. Liberty Cinema, New Marine Lines,

Mumbai-400020

Sub: Resignation letter

Dear Sir"adam,

Please accept this letter as my formal resignation from the post of CFO of P H Capital

Limited with effect from June 05, 2026 due to change in control of the Company.

The associations I've made during my employment here will truly be memorable for years to

Come.

Thank you very much for the opportunity to work here.

Sincerely,

\*\.ut.v.``.

Vijay Mafatlal Solanki

a B`` a 6 -2.a 2-6.

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