PH Capital Ltd — Important, 08-06-2026: Company Update
June 08, 2026
To,
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai: - 400001
Security code: - 500143 ISIN: - INE160F01013
Subject: Intimation of re-classification of Promoters pursuant to the Open Offer under
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, in
accordance with Regulation 31A(10)(ii) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
Ref: Letter of Offer by Mr. Aditya Himmat Bhansali for the acquisition of 7,80,026
fully paid equity shares of PH Capital Limited in accordance with SEBI
(Substantial Acquisition of Shares and Takeover) Regulations, 2011
Dear Sir/Madam,
In accordance with Regulation 31A(10)(ii) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as “LODR Regulations”), we wish
to inform you that Mr. Aditya Himmat Bhansali (hereinafter referred to as “Acquirer”) has
completed the open offer, in accordance with SEBI (Substantial Acquisition of Shares and
Takeover) Regulations, 2011, on June 05, 2026. Thereafter, he has also successfully acquired
7,80,026 equity shares of the Company.
In accordance with the conditions stipulated under Regulation 31A(10)(ii) of LODR
Regulations, we hereby submit the following disclosures: -
1. The intent of the re-classification of Promoters was disclosed in the Letter of Offer made
on May 08, 2026. The relevant extract of the Letter of Offer is reiterated as under:
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“The Sellers shall cease to be the Promoters of Target Company and relinquish the management
control of the Target Company in favour of the Acquirer subject to receipt of necessary
approvals required in terms of SEBI Stockbroker Regulations...... Further, upon completion of
the Open Offer, the Sellers (i.e., the existing promoters) shall be re-classified from ‘Promoters
or Promoter group’ to ‘public’, in accordance with applicable laws.”
Details of the Promoters and promoters’ group being re-classified as public are
hereunder:
Sr. No. Names Category
1 Sejal Rikeen Dalal Promoter Group
2 Tej Pradip Dalal Promoter
3 Rikeen Pradip Dalal – HUF Promoter Group
4 Sujalbhai Vikrambhai Palkhiwala Promoter Group
5 Rikeen Pradip Dalal Promoter
6 Mandira Purohit Promoter Group
7 Ronil Rikeen Dalal Promoter Group
8 Rayan Rikeen Dalal Promoter Group
9 Varshaben Vikrambhai Palkhiwala Promoter Group
10 Saurinbhai Vikrambhai Palkhiwala Promoter Group
11 Sonaliben Saurinbhai Palkhiwala Promoter Group
12 Mohini Seth Promoter Group
13 Kisan Pradhan Promoter Group
14 Ruby Multimedia Private Limited Promoter Group
15 Krishna Trust Promoter Group
16 Tirupati Trust Promoter Group
17 Style Art Private Limited Promoter Group
18 Ficom Advisory LLP Promoter Group
19 Namo Communication LLP Promoter Group
20 Le Lux Renard Clothing LLP Promoter Group
21 Prestige Reality LLP Promoter Group
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22 Greenpaper Clothing LLP Promoter Group
23 Hazey Jane Records LLP Promoter Group
24 Hazey Jane Productions LLP Promoter Group
Pursuant to the completion of the open offer, the aforesaid promoters and promoter group
do not hold any equity shares of the Company.
2. In accordance with Regulation 31A(3)(b) of LODR Regulations, after the completion of the
open offer, the aforesaid promoters and promoter group seeking reclassification confirm
that:
(i) together, they do not hold more than ten percent of the total voting rights in the
Company;
(ii) they do not exercise direct or indirect control over the affairs of the Company;
(iii) they do not have any special rights with respect in the Company through formal or
informal arrangements including through any shareholder agreements;
(iv) they shall not be represented on the Board of Directors of the Company (including as
nominee directors) and shall not act as Key Managerial Personnel of the Company for
a period of three years from the date of re-classification;
(v) they are not “wilful defaulter” as per the Reserve Bank of India Guidelines; and
(vi) they are not fugitive economic offenders.
3. Further, we hereby confirm and undertake the following in terms of Regulation 31A(3)(c)
of LODR Regulations:
(i) The Company is in compliance with the requirement for Minimum Public
Shareholding as specified under Regulation 38 of the LODR Regulations.
(ii) The equity shares of the Company are not suspended from trading by the Stock
Exchange.
(iii) The Company does not have any outstanding dues payable to SEBI, the Stock
Exchange, or the Depositories.
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Accordingly, this intimation is made in compliance with Regulation 31A(10)(ii) of the LODR
Regulations. Further pursuant to the completion of the Open Offer by the Acquirer, the
aforesaid promoters and promoter group shall be re-classified into “public” shareholders’
category in accordance with Regulation 31A(10)(ii) of the LODR Regulations, with immediate
effect.
We request to take the above on record.
Thanking you,
Yours Faithfully,
For PH Capital Limited
Simran Agarwal
Company Secretary and Compliance Officer
Membership No. A68667
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