ICCL (Indian Clearing Corporation Ltd.) has published the settlement calendar for the Offer to Buy – Acquisition Window (Takeover) for P.H. Capital Limited. The bidding window opens May 19, 2026 and closes June 2, 2026, with final settlement on June 9, 2026. Members and custodians must use early pay-in of shares via CDSL/NSDL depositories.

Key Points

• Settlement Type: Takeover; Settlement No. 2026052
• Bid Start Date: 19/05/2026; Bid End Date: 02/06/2026
• Obligation Download Date: 08/06/2026
• Settlement Date: 09/06/2026
• Demat shares must be delivered exclusively through the Early Pay-in of Shares mechanism available on both CDSL and NSDL
• Members/Custodians must use Market Type “(Takeover)” and Settlement No. 2026052 in the depository system
• No EPN file upload is required from Members or Custodians
• Members should refer to MBRSTD_OTB_CM_mmm_SettNo file for client-wise Stamp Duty charges

Regulatory Changes

No new regulatory changes introduced. This notice operates under the existing framework established by Notice No. 20200528-32 dated May 28, 2020, regarding the Revised Guidelines of Mechanism for acquisition of shares through Stock Exchange.

Compliance Requirements

• Members and Custodians must ensure early pay-in of securities is reflected in BSE/ICCL systems before prescribed timelines for bid acceptance/confirmation on the BSE OTB platform
• Early pay-in must be completed in the Depository system sufficiently in advance of the BSE OTB Bidding window closure for placing bids (members) and the confirmation window for Custodians
• CDSL & NSDL early pay-in securities will be earmarked/blocked in client accounts under the requisite market type and settlement number
• For queries, contact ICCL Help Desk at 022-69158590 / 45720490 / 45720690 or iccl.helpdesk@icclindia.com

Important Dates

• 19 May 2026: Bid Start Date
• 02 June 2026: Bid End Date
• 08 June 2026: Obligation Download
• 09 June 2026: Settlement Date

Impact Assessment

This circular is relevant to members and custodians participating in the takeover acquisition window for P.H. Capital Limited. The impact is limited to those directly involved in this specific offer. Timely early pay-in of securities is critical to ensure bids are accepted; failure to comply with depository timelines may result in bid rejection or settlement failures.

BSE has notified trading members and custodians of an open offer by Mr. Aditya Himmat Bhansali (Acquirer) to purchase up to 7,80,026 fully paid-up equity shares of P.H. Capital Limited, representing 26% of the total voting share capital, at Rs. 206.66 per share in cash. The offer is made pursuant to a Share Purchase Agreement (SPA) and is compliant with SEBI’s Substantial Acquisition of Shares and Takeovers (SAST) Regulations, 2011. The offer will be conducted through BSE’s stock exchange acquisition window mechanism.

Key Points

• Acquirer: Mr. Aditya Himmat Bhansali
• Target Company: P.H. Capital Limited
• Offer Price: Rs. 206.66 per equity share (payable in cash)
• Shares Offered For: Up to 7,80,026 equity shares (26% of total voting share capital)
• Face Value: Rs. 10.00 per equity share
• Offer Period: Tuesday, May 19, 2026 to Tuesday, June 2, 2026 (excluding SEBI holiday on May 28, 2026)
• Mechanism: BSE Stock Exchange Acquisition Window as per SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016
• Trigger Regulations: SAST Regulations 3(1), 4, and 15(1)

Regulatory Changes

No new regulatory changes introduced. The offer is conducted under existing frameworks:

• SEBI circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015
• SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016
• BSE notices: 20170210-16, 20190424-35, 20200528-32, 20201102-43, 20210825-62 (Revised Guidelines for acquisition through stock exchange)

Compliance Requirements

• Trading Members and Custodians must note the offer details and facilitate client participation through the BSE acquisition window.
• Public Shareholders of P.H. Capital Limited who wish to tender shares must do so within the offer window (May 19 – June 2, 2026).
• Participation must follow the Revised Guidelines per SEBI circular CFD/DCR2/CIR/P/2016/131 and BSE notices.
• Offer details and the attached Letter of Offer are available on the BSE website (www.bseindia.com).

Important Dates

Impact Assessment

This open offer directly impacts public shareholders of P.H. Capital Limited, who have the opportunity to tender their shares at the fixed price of Rs. 206.66 per share — a defined exit option. The acquisition of 26% voting capital is a significant stake and indicates a potential change in control or substantial influence by the Acquirer under SAST Regulations. Trading members and custodians must be operationally prepared to process client tender instructions through the BSE acquisition window within the defined 10-business-day offer period. The exclusion of May 28, 2026 (SEBI holiday) effectively compresses the available trading window and participants should plan accordingly.