Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the LODR Regulations ) with respect to allotment of Equity Shares on a preferential basis and acquisition of shares in its step-down subsidiary, DNEG.
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Prime Focus Limited allotted 18,79,40,531 equity shares at ₹120 per share (including ₹119 premium) on September 23, 2025, raising/investing a total consideration of about ₹2,255 crore. Of this, 17.36 crore shares were issued via a share swap to acquire 67,79,916 shares in DNEG (Luxembourg), the company's step-down subsidiary in VFX and animation, while 1.43 crore shares were issued for ₹171.82 crore cash. As a result, Prime Focus's direct stake in DNEG rose by 12.53%, and combined with a 1.03% transfer from promoter-group entity A2R Holdings to its subsidiary PF World, total holding in DNEG climbed to 88.28%. The paid-up equity capital of Prime Focus increased from ₹58.76 crore to ₹77.55 crore (~32% expansion), with promoter A2R Holdings' shareholding edging up from 52.87% to 53.27% and Novator Capital's stake reducing from 16.50% to 14.35%. DNEG, which had turnover of USD 425.7 million and total assets of USD 935.9 million in FY25, operates in visual effects, animation, and creative technologies for film, TV, and immersive content.
This move consolidates ownership of Prime Focus's globally significant VFX arm (DNEG), which should simplify the group structure and make consolidated earnings more meaningful. However, existing shareholders face meaningful dilution (~32% increase in share count) at ₹120 per share, and the related-party nature of part of the deal (involving promoter-group entity A2R Holdings) is worth noting despite shareholder approval.