Prime Focus Limited — Major Shareholding Notification 2020

Jun 8, 2020

RELIANCE MEDIAWORKS FINANCIAL SERVICES PRIVATE LIMITED

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Regd Office: Communication Centre, Film City Complex, Goregaon East, Mumbai 400 065 .

CIN: U74999MH2017PTC292285

May 30, 2020

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001

National Stock Exchange of India Limited Exchange Plaza, 5[th ] Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051

The Company Secretary / Audit Committee

Prime Focus Limited

Prime Focus House, Opp Citi Bank, Linking Road, Khar (West) Mumbai 400052

Dear Sir(s),

Subject: Disclosure / declaration in terms of Regulation 30(2) & 31(4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Pursuant to Regulation 30(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, we as Persons Acting in Concert (PAC), hereby give the captioned disclosure of our aggregate shareholding in Prime Focus Limited (PFL) as on March 31, 2020, in the prescribed format enclosed.

Further, pursuant to Regulation 31(4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, We as PAC, hereby declare that, we have not made any encumbrance on shares of PFL, directly or indirectly, other than those already disclosed during the financial year ended March 31, 2020.

Thanking you.

Yours faithfully,

For Reliance MediaWorks Financial Services Private Limited

Sd/Satish Kadakia Director DIN: 07004001

Encl.: As Above.

RELIANCE MEDIAWORKS FINANCIAL SERVICES PRIVATE LIMITED

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Regd Office: Communication Centre, Film City Complex, Goregaon East, Mumbai 400 065 .

CIN: U74999MH2017PTC292285

Disclosures under Regulation ~~30(1) and~~ 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011

Part-A- Details of Shareholding

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1. Name of the Target Company (TC) Prime Focus Limited
2. Name(s) of the Stock Exchange(s) 1. BSE Limited (BSE)
where the shares of the TC are listed 2. National Stock Exchange of India Limited (NSE)
3. Particulars of the shareholder(s):
a. Name of person(s) together with
Persons Acting in Concert (PAC)
whose total holding (including
that in the form of shares,
warrants, convertible securities
and any other instrument that
would entitle the holder to receive
shares in the target company) is
more than 25% of the voting
rights of the TC.
or
b. Name(s) of promoter(s), member Person acting in concert:
of the promoter group and 1. Reliance Media Works Financial Services Private Limited
Persons Acting in Concert (PAC) Promoter Group
with him.
1. Mr. Naresh Malhotra
2. Mr. Namit Malhotra
3. Monsoon Studio Private Limited
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RELIANCE MEDIAWORKS FINANCIAL SERVICES PRIVATE LIMITED

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Regd Office: Communication Centre, Film City Complex, Goregaon East, Mumbai 400 065 .

CIN: U74999MH2017PTC292285

4. Particulars of the Shareholding of persons mentioned at (3) above	Number of Shares	% w.r.t .total share /voting capital wherever applicable	% of total diluted share/voting capital of TC(*)
As of March 31stof the year 2020, holding of: a) Shares
Persons Acting in Concert (PAC):
Reliance Media Works Financial Services Private Limited**	3,16,39,695	10.57	10.57
Promoter Group:
Mr. Naresh Malhotra	6,22,01,546	20.79	20.79
Mr. Namit Malhotra	1,49,00,000	4.98	4.98
Monsoon Studio Private Limited	2,75,06,095	9.19	9.19
Total	13,62,47,336	45.53	45.53
b) Voting Rights (otherwise than by shares) c) Warrants (held by Monsoon Studio Private Limited) d) Convertible Securities e) Any other instrument that would entitle the holder to receive shares in the TC.	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil

(**) As set out in the Letter of Offer dated December 8, 2014 issued by Reliance MediaWorks Limited along with Reliance Entertainment Networks Private Limited (formerly Reliance Land Private Limited) (PAC 1), Mr. Namit Malhotra (PAC 2), Mr. Naresh Malhotra (PAC 3), Monsoon Studio Private Limited (PAC 4), this includes 10,49,39,361 shares which were held by Reliance MediaWorks Limited, a person acting in concert with the Promoters. Further, Reliance MediaWorks Limited sold 10,49,39,361 shares on March 30, 2017 to Reliance MediaWorks Financial Services Private Limited (a wholly owned subsidiary of Reliance MediaWorks Limited) by way of inter-se transfer of shares under Regulation 10(1) (a)(iii) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. out of the above 7,32,99,666 equity shares constituting 24.5% of its total share capital invoked by IDBI Trusteeship Services Limited (acting in its capacity as the debenture trustee for Credit Suisse AG, Singapore Branch, the debenture holder for the debentures issued by the Company) on November 28, 2019.