The Exchange has received Disclosure under Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 on April 02, 2025 for Naresh Malhotra
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Prime Focus promoter Naresh Malhotra has disclosed creation of encumbrance on 4,27,56,867 equity shares (14.25% of total share capital) under SEBI SAST Regulation 31(1). The encumbrance, in the form of a non-disposal undertaking (covenant not to sell), stems from two sale agreements dated March 31, 2025 — 2,55,71,757 shares (8.52%) agreed to be sold to Itiame Ltd, and 1,71,85,110 shares (5.73%) to Bresino Projects Ltd. Both buyers will acquire these shares via the block deal window on stock exchanges, subject to conditions precedent. Naresh Malhotra currently holds 19.56% of Prime Focus, while the promoter group collectively holds 69.85%. The company clarifies the shares have not yet been sold and the encumbrance is a pre-sale lock-in. The encumbered shares represent 20.40% of total promoter holding, below the 50% threshold for any further disclosure trigger.
This signals a sizeable upcoming block deal where about 14.25% of the company will change hands from the promoter to two buyer entities, potentially creating near-term supply overhang. If completed, the promoter group's stake will drop from 69.85% to roughly 55.60%, but will remain comfortably above 50%, so there are no takeover or minimum public shareholding concerns for existing retail shareholders.