Prime Focus Limited has received in-principle approval for the issuance and allotment of 46,26,68,572 equity shares of Re. 1 each on a preferential basis, as per Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The approval was granted by both BSE Limited and the National Stock Exchange of India Limited (NSE). BSE issued its approval letter under Ref. No. LOD/PREF/PB/FIP/866/2025-26 on September 11, 2025, while NSE issued its approval letter under Ref. No. NSE/LIST/49546 on September 12, 2025.
The equity shares will be issued to both Promoter and Non-promoter categories.
The company is required to comply with the provisions of the Companies Act, 2013, Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992, and the Depositories Act, 1996, including all rules, regulations, and guidelines under these acts. Additionally, compliance with Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) is mandatory.
BSE has directed the company to strengthen internal controls to monitor trading activities by proposed allottees before the allotment of securities. This is to prevent any non-compliance related to trades executed by allottees that contravene Chapter V of SEBI (ICDR) Regulations.
The company must obtain an undertaking from allottees confirming they will not engage in intra-day trading or sell shares until the allotment date, as required by SEBI (ICDR) Regulations. The responsibility for verifying compliance lies solely with Prime Focus Limited.
BSE has also noted that any non-compliance observed post the undertaking and verification by the issuer company may impact the listing of these shares.
According to Schedule XIX Para (2) of ICDR Regulations and SEBI circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/00094 dated June 21, 2023, Prime Focus Limited must apply for listing within twenty days from the date of allotment to one or more recognized stock exchanges, along with the necessary documents. Non-compliance will attract fines as per the SEBI circular.
BSE reserves the right to withdraw its in-principle approval if the information submitted is incomplete, incorrect, misleading, or false, or if it contravenes any rules, bye-laws, or regulations of the exchange, LODR Regulations, ICDR Regulations, or guidelines issued by statutory authorities.
NSE has also set similar conditions for the in-principle approval, emphasizing compliance with statutory and regulatory requirements, including those of SEBI, RBI, and MCA. The company must also adhere to all applicable guidelines and directions from the exchange and other statutory bodies.
NSE requires Prime Focus Limited to strengthen internal controls to monitor trades by proposed allottees to prevent non-compliance with SEBI (ICDR) Regulations. The company must obtain undertakings from allottees regarding intra-day trading and share sales before allotment.
NSE has clarified that its letter should not be construed as approval under any other Act/Regulation/rule/bye-laws, and the company should seek separate approvals from other departments of the exchange if required.
NSE also reserves the right to withdraw its in-principle approval if the information provided is found to be incomplete, incorrect, misleading, or in contravention of any rules and regulations.
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