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Pritish Nandy Communications Ltd Major Shareholding Notification 2026
63457_rns_2026-06-11_005eabdd-b7fc-489c-82d5-3b17684ba793.pdf
Major Shareholding Notification
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PRITISH NANDY COMMUNICATIONS
The
Listing Department
Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai - 400001
Scrip Code: 532387
The
Listing Department
National Stock Exchange Limited
Exchange Plaza, C-1, Block G
Bandra Kurla Complex
Bandra (East)
Mumbai 400051
Scrip code: PNC
June 10 2026
Subject: Clarification for the query received from Exchange on June 3, 2026 in relation to periodic/event base submission/Non-Submission by the Company and in particular to delay in submission of disclosures under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and Regulation 7(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.
Dear Sir/Madam,
We wish to inform your good office that the Company had, through its response submitted on the Communication Module on February 6, 2026, provided its clarification with respect to the discrepancy observed in the shareholding pattern, namely the variation exceeding 5% in the shareholding percentage under the Promoter Group category (Indian - Individuals/Hindu Undivided Family) pertaining to Mrs Rina Pritish Nandy, Ms Rangita Pritish Nandy and Ms Ishita Pritish Nandy.
Further to our earlier response on the Communication Module on February 6, 2026, we received a query from your office on June 3, 2026 in relation to periodic/event base submission/Non-Submission by the Company and in particular to delay in submission of disclosures under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and Regulation 7(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. In this regard, we wish to submit that:
The Company was under a bona fide understanding that, 2,143,638 equity shares held by Late Mr Pritish Nandy, which were transmitted on December 24, 2025 in equal proportion to his daughters, 1,071,819 equity shares to Ms Rangita Pritish Nandy and 1,071,819 equity shares to Ms Ishita Pritish Nandy pursuant to the testamentary succession contemplated under the duly executed Will of Late Mr Pritish Nandy following his demise on January 8, 2025, constituted an acquisition by way of inheritance/transmission and not by any purchase, sale, inter-se transfer, negotiated transaction, or any other voluntary acquisition of shares.
It may further be noted that the aggregate shareholding of the Promoter and Promoter Group of the Company remained unchanged both prior to and subsequent to the demise of Late Mr Pritish Nandy. The shares held by him were merely transmitted to his daughters in accordance with the testamentary succession envisaged under his duly executed Will. Such transmission did not result in any change in the control, management, or operational affairs of the Company.
Prritish Nandy Communications LTD CIN L22120MH1993PLC
87/88 MITTAL CHAMBERS NARIHAN POINT MUMBAI 400021 INDIA CALL 91 22 42130000 VISIT WWW.PRITISHNANDYCOM.COM
PRITISH NANDY COMMUNICATIONS
Accordingly, based on the Company's bona fide understanding that the transaction constituted a transmission of shares by operation of law without any consequential change in the overall promoter shareholding or control structure, separate disclosures were not considered necessary at the relevant time.
Notwithstanding the above, and as a measure of abundant caution, the Company advised the concerned promoter/acquirer to provide the requisite disclosures under the applicable provisions. The concerned promoter/acquirer thereafter promptly furnished the necessary disclosures, and upon receipt thereof, the Company immediately submitted the same to the Stock Exchanges in compliance with the applicable regulatory requirements.
It is further submitted that the resultant shareholding of the concerned promoter/acquirers pursuant to the transmission was duly disclosed in the shareholding pattern for the quarter ended December 31, 2025, which was filed by the Company with the Stock Exchanges in accordance with the applicable regulatory requirements. Consequently, the details of such shareholding were already available in the public domain, ensuring transparency to investors and the market. Accordingly, the delay in filing the separate disclosures did not result in any suppression or withholding of material information from the Stock Exchanges, investors, or the market, nor did it cause any prejudice to the interests of investors.
The delay was purely inadvertent and occurred on account of a bona fide understanding that the transaction, being a transmission of shares pursuant to testamentary succession and not involving any change in the overall promoter shareholding or control of the Company, did not attract separate disclosure requirements. There was no intention whatsoever to conceal, suppress, or delay any material information from the Company, the Stock Exchanges, SEBI, or the investing public. The delay was neither deliberate nor motivated by any intent to derive an undue benefit, and it did not result in any gain to the concerned persons or any prejudice to the interests of investors or the securities market.
The Company remains committed to maintaining the highest standards of corporate governance, transparency and regulatory compliance.
We request you to take the above on record.
Thanking you,
For Pritish Nandy Communications Limited
Priyanka Shah
Company Secretary & Compliance Officer
PRITISH NANDY COMMUNICATIONS LTD CIN L22120MH1993PLC074214
87/03 MITTAL CHAMBERS NARIHAN POINT MUMBAI 400021 INDIA CALL 91 22 42130000 VISIT WWW.PRITISHNANDYCOM.COM
Rangita Pritish Nandy
6, Malboro House,
3D Gopalrao Deshmukh Marg,
Mumbai – 400026
Listing Department
Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai 400001
Listing Department
National Stock Exchange Limited
Exchange Plaza, C-1, Block G
Bandra Kurla Complex
Bandra (East)
Mumbai 400051
June 10, 2026
Subject: Explanation for delay in filing disclosure under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and 7 (2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.
Dear Sir/Madam,
I, Ms Rangita Pritish Nandy, daughter of Late Mr Pritish Nandy, being a Promoter and Wholetime Director of Pritish Nandy Communications Limited, submit the following explanation regarding the delay in filing the disclosure required under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and 7 (2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.
At the relevant time, I was under the bona fide belief that the transmission of shares pursuant to succession under the duly executed Will of Late Mr Pritish Nandy, my father, consequent upon his demise on January 8, 2025, constituted a testamentary transmission by operation of law and did not attract any separate disclosure requirements under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and/or the SEBI (Prohibition of Insider Trading) Regulations, 2015.
Accordingly, the requisite disclosures under the aforesaid regulations were not submitted within the prescribed timelines.
The shares held by Late Mr Pritish Nandy were transmitted to me on December 24, 2025, strictly in accordance with the terms of his Will. The acquisition of shares was solely by way of inheritance/transmission and did not arise from any purchase, sale, inter-se transfer, negotiated transaction, or any other voluntary acquisition of shares.
It may further be noted that there has been no change in the aggregate promoter and promoter group shareholding of the Company before and after the demise of Late Mr Pritish Nandy. The shares have merely been transmitted to the beneficiaries in accordance with the testamentary succession contemplated under the Will. Further, such transmission has not resulted in any change in the control, management, or affairs of the Company.
Subsequently, upon receipt of a communication from the Company and after the matter was specifically brought to my attention by the Company Secretary, I became aware that disclosures were required under the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the SEBI (Prohibition of Insider Trading) Regulations, 2015 in respect of the said transmission. Immediately upon becoming aware of the requirement, I took necessary steps to ensure compliance and am submitting the requisite disclosures without any further delay.
The delay in making the disclosures was purely inadvertent and unintentional and occurred due to a genuine and bona fide misunderstanding regarding the applicability of the disclosure requirements to shares acquired through testamentary succession. There was no intention whatsoever to withhold any information from the Company, the Stock Exchanges, SEBI, or the investing public, nor was any undue benefit derived by me from such delay. The disclosure lapse was procedural in nature and did not result in any prejudice to investors or the securities market.
I request that the above facts and circumstances may kindly be taken into consideration while evaluating the present matter.
Request you to kindly take the same on record.
Yours faithfully,
Rangita Pritish Nandy
Encl: Disclosure under Reg. 29(2) of SEBI (SAST) Regulations, 2011
CC:
Company Secretary,
British Nandy Communications Limited
87/88, Mittal Chambers, Nariman Point,
Mumbai - 400021
ANNEXURE - 2
Format for Disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
| Name of the Target Company (TC) | British Nandy Communications Limited | ||
|---|---|---|---|
| Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer | Rangita Pritish Nandy | ||
| Whether the acquirer belongs to Promoter/Promoter group | Yes | ||
| Name(s) of the Stock Exchange(s) where the shares of TC are Listed | BSE & NSE | ||
| Details of the acquisition/disposal as follows | Number | % w.r.t. total share/voting capital wherever applicable (*) | % w.r.t. total diluted share/voting capital of the TC (**) |
| Before the acquisition under consideration, holding of: | |||
| a) Shares carrying voting rights | 6,43,500 | 4.45% | 4.45% |
| b) Shares in the nature of encumbrance (pledge/ lien/non-disposal undertaking/ others) | Nil | Nil | Nil |
| c) Voting rights (VR) otherwise than by shares | Nil | Nil | Nil |
| d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) | 6,43,500 | 4.45% | 4.45% |
| e) Total (a+b+c+d) | |||
| Details of acquisition/sale | |||
| a) Shares carrying voting rights acquired/sold | 10,71,819 | 7.41% | 7.41% |
| b) VRS acquired/ sold otherwise than by equity shares | Nil | Nil | Nil |
| c) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) acquired/sold | Nil | Nil | Nil |
| d) Shares encumbered / invoked/ released by the acquirer
e) Total (a+b+c+/-d) | Nil | Nil | Nil |
| --- | --- | --- | --- |
| | 10,71,819 | 7.41% | 7.41% |
| After the acquisition/sale, holding of: | | | |
| a) Shares carrying voting rights | 17,15,319 | 11.86% | 11.86% |
| b) Shares encumbered with the acquirer | Nil | Nil | Nil |
| c) VRs otherwise than by equity shares | Nil | Nil | Nil |
| d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) after acquisition | Nil | Nil | Nil |
| e) Total (a+b+c+d) | 17,15,319 | 11.86% | 11.86% |
| Mode of acquisition (e.g. open market / public issue / rights issue / preferential allotment / inter-se transfer etc.) | Acquisition by way of inheritance in off market | | |
| Date of acquisition/ sale of shares / VR or date of receipt of intimation of allotment of shares, whichever is applicable | 24/12/2025 | | |
| Equity share capital / total voting capital of the TC before the said acquisition/sale | 1,44,67,000 Shares | | |
| Equity share capital/ total voting capital of the TC after the said acquisition/sale | 1,44,67,000 Shares | | |
| Total diluted share/voting capital of the TC after the said acquisition | 1,44,67,000 Shares | | |
Note:
() Total share capital/ voting capital to be taken as per the latest filing done by the company to the Stock Exchange under Regulation 35 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(*) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.
Yours faithfully,
Rangita Pritish Nandy
Date: 10.04.2026
Place: Mumbai
Ishita Pritish Nandy
6, Malboro House,
3D Gopalrao Deshmukh Marg,
Mumbai – 400026
Listing Department
Bombay Stock
Exchange Limited
Phiroze Jeejeebhoy
Towers
Dalal Street
Mumbai 400001
Listing Department
National Stock Exchange Limited
Exchange Plaza, C-1, Block G
Bandra Kurla Complex
Bandra (East)
Mumbai 400051
June 10, 2026
Subject: Explanation for delay in filing disclosure under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and 7 (2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.
Dear Sir/Madam,
I, Ms Ishita Pritish Nandy, daughter of Late Mr Pritish Nandy, being a Promoter of Pritish Nandy Communications Limited, submit the following explanation regarding the delay in filing the disclosure required under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and 7 (2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.
At the relevant time, I was under the bona fide belief that the transmission of shares pursuant to succession under the duly executed Will of Late Mr Pritish Nandy, my father, consequent upon his demise on January 8, 2025, constituted a testamentary transmission by operation of law and did not attract any separate disclosure requirements under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and/or the SEBI (Prohibition of Insider Trading) Regulations, 2015.
Accordingly, the requisite disclosures under the aforesaid regulations were not submitted within the prescribed timelines.
The shares held by Late Mr Pritish Nandy were transmitted to me on December 24, 2025, strictly in accordance with the terms of his Will. The acquisition of shares was solely by way of inheritance/transmission and did not arise from any purchase, sale, inter-se transfer, negotiated transaction, or any other voluntary acquisition of shares.
It may further be noted that there has been no change in the aggregate promoter and promoter group shareholding of the Company before and after the demise of Late Mr Pritish Nandy. The shares have merely been transmitted to the beneficiaries in accordance with the testamentary succession contemplated under the Will. Further, such transmission has not resulted in any change in the control, management, or affairs of the Company.
Ishita Pritish Nandy
Subsequently, upon receipt of a communication from the Company and after the matter was specifically brought to my attention by the Company Secretary, I became aware that disclosures were required under the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the SEBI (Prohibition of Insider Trading) Regulations, 2015 in respect of the said transmission. Immediately upon becoming aware of the requirement, I took necessary steps to ensure compliance and am submitting the requisite disclosures without any further delay.
The delay in making the disclosures was purely inadvertent and unintentional and occurred due to a genuine and bona fide misunderstanding regarding the applicability of the disclosure requirements to shares acquired through testamentary succession. There was no intention whatsoever to withhold any information from the Company, the Stock Exchanges, SEBI, or the investing public, nor was any undue benefit derived by me from such delay.
The disclosure lapse was procedural in nature and did not result in any prejudice to investors or the securities market.
I request that the above facts and circumstances may kindly be taken into consideration while evaluating the present matter.
Yours faithfully,
Ishita Pritish Nandy
Encl: Disclosure under Reg. 29(2) of SEBI (SAST) Regulations, 2011
CC:
Company Secretary,
British Nandy Communications Limited
87/88, Mittal Chambers, Nariman Point,
Mumbai - 400021
ANNEXURE - 2
Format for Disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
| Name of the Target Company (TC) | British Nandy Communications Limited | ||
|---|---|---|---|
| Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer | Ishita Pritish Nandy | ||
| Whether the acquirer belongs to Promoter/Promoter group | Yes | ||
| Name(s) of the Stock Exchange(s) where the shares of TC are Listed | BSE & NSE | ||
| Details of the acquisition/disposal as follows | Number | % w.r.t. total share/voting capital wherever applicable (*) | % w.r.t. total diluted share/voting capital of the TC (**) |
| Before the acquisition under consideration, holding of: | |||
| a) Shares carrying voting rights | 5,75,610 | 3.98% | 3.98% |
| b) Shares in the nature of encumbrance (pledge/ lien/non-disposal undertaking/ others) | Nil | Nil | Nil |
| c) Voting rights (VR) otherwise than by shares | Nil | Nil | Nil |
| d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) | 5,75,610 | 3.98% | 3.98% |
| e) Total (a+b+c+d) | |||
| Details of acquisition/sale | |||
| a) Shares carrying voting rights acquired/sold | 10,71,819 | 7.41% | 7.41% |
| b) VRs acquired/ sold otherwise than by equity shares | Nil | Nil | Nil |
| c) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) acquired/sold | Nil | Nil | Nil |
| d) Shares encumbered / invoked/ released by the acquirer | Nil | Nil | Nil |
| e) Total (a+b+c+/-d) | 10,71,819 | 7.41% | 7.41% |
Ishita Pritish Nandy
| After the acquisition/sale, holding of: | |||
|---|---|---|---|
| a) Shares carrying voting rights | 16,47,429 | 11.39% | 11.39% |
| b) Shares encumbered with the acquirer | Nil | Nil | Nil |
| c) VRs otherwise than by equity shares | Nil | Nil | Nil |
| d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) after acquisition | Nil | Nil | Nil |
| e) Total (a+b+c+d) | 16,47,429 | 11.39% | 11.39% |
| Mode of acquisition (e.g. open market / public issue / rights issue / preferential allotment / inter-se-transfer etc.) | Acquisition by way of inheritance in off market | ||
| Date of acquisition/ sale of shares / VR or date of receipt of intimation of allotment of shares, whichever is applicable | 24/12/2025 | ||
| Equity share capital / total voting capital of the TC before the said acquisition/sale | 1,44,67,000 Shares | ||
| Equity share capital/ total voting capital of the TC after the said acquisition/sale | 1,44,67,000 Shares | ||
| Total diluted share/voting capital of the TC after the said acquisition | 1,44,67,000 Shares |
Note:
() Total share capital/ voting capital to be taken as per the latest filing done by the company to the Stock Exchange under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(*) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.
Yours faithfully,
Ishita Pritish Nandy
Date: 10.06.2026
Place: Mumbai