P.H. Capital Open Offer: LOF Released, Tendering Period Set for May 19-June 02, 2026

P.H. Capital Limited is the subject of a mandatory open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (SAST Regulations), with acquirer Mr. Aditya Himmat Bhansali seeking to acquire up to 26.00% of the company's total voting share capital. The Letter of Offer (LOF), dated May 8, 2026, has been issued by Choice Capital Advisors Private Limited (SEBI Regn. No. INM000011872), the manager to the open offer, incorporating SEBI's observations on the Draft Letter of Offer. The open offer follows the execution of a Share Purchase Agreement (SPA) on December 20, 2025, pursuant to which the acquirer agreed to acquire 21,81,200 equity shares representing 72.70% of the total voting share capital from the existing promoters at ₹206.66 per share, aggregating to ₹45,07,66,792.

Open Offer Key Parameters

The following table summarises the key parameters of the open offer:

Parameter: Details Acquirer: Mr. Aditya Himmat Bhansali Target Company: P.H. Capital Limited Offer Size: Up to 7,80,026 fully paid-up equity shares (26.00% of total voting share capital) Face Value: ₹10/- per equity share Offer Price: ₹206.66/- per equity share, payable in cash Maximum Offer Consideration: ₹16,12,00,173/- (assuming full acceptance) Tendering Period Opens: Tuesday, May 19, 2026 Tendering Period Closes: Tuesday, June 02, 2026 Identified Date: Tuesday, May 05, 2026 Registrar to the Offer: Bigshare Services Private Limited Manager to the Offer: Choice Capital Advisors Private Limited Designated Stock Exchange: BSE Limited

Revised Schedule of Activities

The offer schedule has been revised from its original timeline following SEBI's observations. The key revised dates are presented below:

Activity: Original Date Revised Date Date of Public Announcement: Saturday, December 20, 2025 Saturday, December 20, 2025 Publication of Detailed Public Statement: Monday, December 29, 2025 Monday, December 29, 2025 Last Date for Filing Draft Letter of Offer with SEBI: Monday, January 05, 2026 Monday, January 05, 2026 Last Date for Receipt of SEBI Comments on DLOF: Tuesday, January 27, 2026 Thursday, April 20, 2026 Identified Date: Thursday, January 29, 2026 Tuesday, May 05, 2026 Last Date for Dispatch of Letter of Offer: Thursday, February 05, 2026 Tuesday, May 12, 2026 Last Date for Upward Revision of Offer Price/Size: Tuesday, February 10, 2026 Friday, May 15, 2026 Last Date for Independent Directors' Recommendation: Tuesday, February 10, 2026 Friday, May 15, 2026 Offer Opening Date: Thursday, February 12, 2026 Tuesday, May 19, 2026 Offer Closing Date: Thursday, February 26, 2026 Tuesday, June 02, 2026 Last Date for Payment/Return of Equity Shares: Friday, March 13, 2026 Tuesday, June 16, 2026 Last Date for Post Open Offer Public Announcement: Monday, March 23, 2026 Tuesday, June 23, 2026

Statutory Approvals and Corrigendum

P.H. Capital Limited holds a Stock Broker Registration with SEBI under the SEBI (Stockbrokers) Regulations (Registration No. INZ000304433) and is a member of BSE Limited. As per the Stockbroker Regulations and the BSE Master Circular on Membership, 2025, prior approval of the Stock Exchange and SEBI is required for effecting a change in control of the target company. The target company submitted an application to BSE on February 02, 2026, seeking prior approval for the proposed change in control. BSE and SEBI provided their respective prior approvals for the proposed change in control on May 08, 2026. A corrigendum dated April 27, 2026 was issued to the Detailed Public Statement and Draft Letter of Offer to incorporate this statutory approval requirement, and was published on April 28, 2026 in Financial Express (English – All editions), Jansatta (Hindi – All editions), and Mumbai Lakshadeep (Marathi – Mumbai Editions). The acquirer satisfies the eligibility criteria prescribed under the SEBI (Intermediaries) Regulations, 2008 and the BSE Master Circular on Membership, 2025, and is eligible to act as the promoter of the target company upon consummation of the proposed change in control.

Background of the Acquirer

Mr. Aditya Himmat Bhansali, aged about 45 years, is a lawyer holding postgraduate qualifications in Management and Business Laws from National Law University, Jodhpur, and is the Founding Partner of Mindspright Legal, a boutique law firm focused on securities law and regulatory practice. As a high net-worth individual, he has over 10 years of investing and research experience. His net worth as of December 24, 2025, stands at ₹69,33,88,189/-, as certified by CA Priyavrat Gupta of Priyavrat & Associates, Chartered Accountants. The acquirer confirms he has not been prohibited by SEBI from dealing in securities and has no pending litigations pertaining to the securities market. As on the date of the LOF, the acquirer does not hold any equity shares in the target company.

Details: Acquirer (Mr. Aditya Himmat Bhansali) Shareholding as on PA Date: NIL Equity Shares to be Acquired through SPA: 21,81,200 (72.70%) Equity Shares Acquired between PA Date and DLOF Date: NIL Post Offer Shareholding (assuming full acceptance and SPA completion): 29,61,226 (98.70%)

Background of the Target Company

P.H. Capital Limited was incorporated on March 29, 1973, under the Companies Act, 1956, with the Registrar of Companies, Maharashtra, Mumbai. The company is primarily engaged in stock broking as a member of BSE Limited. Its registered office is located at 5-D, Kakad House, 5th Floor, A-Wing, Opp. Liberty Cinema, New Marine Lines, Mumbai – 400020. The authorized equity share capital is ₹4,00,00,000/- comprising 40,00,000 equity shares of ₹10/- each, while the issued, subscribed and paid-up equity share capital is ₹3,00,01,000/- comprising 30,00,100 equity shares of face value ₹10/- each.

Financial Performance of the Target Company

The key financial information of the target company, as extracted from its audited financial statements, is presented below:

(₹ in Lakhs)

Particulars: FY ended March 31, 2026 (Audited) FY ended March 31, 2025 (Audited) FY ended March 31, 2024 (Audited) Revenue from Operations: 11,267.64 18,548.78 16,132.45 Other Income: 140.84 2.03 10.09 Total Income: 11,408.48 18,550.80 16,142.54 Total Expenditure: 10,910.57 17,471.74 13,418.05 Profit Before Depreciation, Interest and Tax: 497.91 1,109.30 2,751.58 Depreciation and Amortisation: 22.22 30.24 27.08 Finance Costs: 17.65 32.46 23.82 Profit Before Tax: 458.04 1,079.06 2,724.50 Tax Expenses: 134.45 293.95 711.63 Profit After Tax: 323.59 785.10 2,012.87 Net Worth: 5,754.97 5,420.91 4,643.30 Earnings Per Share (₹): 10.79 26.17 67.09 Book Value Per Share (₹): 191.83 180.64 154.78 Return on Net Worth (%): 0.06 0.20 0.55 Dividend (%): - 2.50% 2.50%

Offer Price Justification and Financial Arrangements

The offer price of ₹206.66/- per equity share has been determined in accordance with Regulations 8(1) and 8(2) of the SAST Regulations, being the highest of the applicable parameters. The volume-weighted average market price (VWAP) for the 60 trading days immediately preceding the date of the Public Announcement, as traded on BSE, was ₹186.30/-. The highest negotiated price under the SPA was ₹206.66/-, which constitutes the minimum offer price. The acquirer has opened an escrow cash account (Account No. 19790200003635) with Federal Bank Limited and has deposited ₹4,05,00,000/- (representing 25% of the offer consideration assuming full acceptance) in accordance with Regulation 17(1) of the SAST Regulations. The offer obligation will be met entirely through the acquirer's own resources, with no borrowings envisaged.

Offer Price Parameter: Price Highest Negotiated Price under SPA (Reg. 8(2)(a)): ₹206.66/- VWAP for 60 Trading Days Preceding PA Date (Reg. 8(2)(d)): ₹186.30/- Offer Price (Highest of above): ₹206.66/- Market Price on Date Immediately After PA (December 22, 2025): ₹236.15 Market Price on Date of Detailed Public Statement (December 29, 2025): ₹377.05

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