AGM approves all resolutions: Rs.3,000 Crore fundraise, intra-group stake transfers, Namit Malhotra as Whole-time Director

At the 29th AGM held on September 30, 2026, shareholders passed all resolutions.

Wed 30 Sep 2026

Fundraise Approval

Up to Rs.3,000 Crore via equity, debt, warrants or equity-linked securities (QIP, ADR/GDR, preferential, rights)

Intra-group Transfer 1

Brahma AI Services India to Brahma AI Holdings for USD 90.09 Million

Intra-group Transfer 2

PFT US to DNEG for around USD 21 Million

Namit Malhotra Redesignation

Whole-time Director for 3 years from August 07, 2026 to August 06, 2029

Brahma India Size

Consolidated turnover FY 2025-26: INR 328.72 Crores (7.03% of consolidated turnover); net worth: INR 278.63 Crores (10.95% of consolidated…

What happened

Prime Focus held its 29th Annual General Meeting on September 30, 2026 via video conferencing. The meeting ran from 12.30 p.m. to 01:22 p.m. (IST). All resolutions in the notice were passed with requisite majority.

Fundraising approval

• Shareholders approved raising funds up to Rs.3,000 Crore (or equivalent in another currency).
• Modes permitted: equity shares, debt securities, non-convertible securities, share warrants or other equity-linked securities.
• Routes include QIP, ADR/GDR, preferential issue on private placement basis, rights issue or any other permissible mode, in one or more tranches, as decided by the Board.
• Terms, pricing and investors are to be determined by the Board at the appropriate time.
• The authorised share capital of the Company is also being increased, with the capital clause of the Memorandum altered accordingly.

Group restructuring approved

• DNEG S.a.r.l. (Luxembourg, a material subsidiary) will transfer its entire shareholding in Brahma AI Services India Limited (formerly Prime Focus Technologies Limited) to Brahma AI Holdings Limited (Jersey, a step-down subsidiary). Consideration: USD 90.09 Million on completion.
• Brahma India will transfer its entire shareholding in Prime Focus Technologies Inc. (PFT US) to DNEG S.a.r.l. Consideration: around USD 21 Million on completion.
• Both agreements were entered into on April 01, 2026; the Company itself is not a party to them. Both are related party transactions stated to be at arm's length, and outside any scheme of arrangement.

Size of the businesses being moved

• Brahma India consolidated turnover for FY 2025-26: INR 328.72 Crores, which is 7.03% of Prime Focus's consolidated turnover.
• Brahma India consolidated net worth: INR 278.63 Crores, or 10.95% of consolidated net worth.
• PFT US consolidated turnover for FY 2025-26: INR 99.74 Crores (USD 1,12,88,688), which is 2.13% of consolidated turnover.
• PFT US consolidated net worth: INR 1.04 Crores (USD 1,09,331), or 0.04% of consolidated net worth.
• Exchange rate used: 93.86 as on March 31, 2026.

Board change

• Namit Malhotra (DIN: 00004049) changes designation from Non-Executive Director to Whole-time Director and Key Managerial Personnel, liable to retire by rotation, for a term of 3 consecutive years from August 07, 2026 to August 06, 2029.
• He is one of the Promoters and is the son of Mr. Naresh Malhotra. He is not debarred from holding office of Director by any SEBI or other authority order.
• Naresh Malhotra (DIN: 00004597), retiring by rotation, was re-appointed.

Other approvals

• Audited Standalone and Consolidated Financial Statements for FY ended March 31, 2026.
• Alteration of the Articles of Association.
• Payment of remuneration to Non-Executive Directors, including Independent Directors.
• Material related party transactions involving the Company and several subsidiaries, including DNEG S.A.R.L., Double Negative Limited, Double Negative Montreal Productions Limited, Brahma AI Services India Limited, Brahma AI Services UK Limited (formerly Metaphysic Limited), Brahma AI Holdings Limited, and between Brahma AI Limited and Brahma AI ME Ltd.

How to read it

The transfers are moves between entities already within the group, reorganising where the Brahma AI and PFT businesses sit. The fundraise is an enabling approval — the actual issuance, size of each tranche and pricing rest with the Board, and any equity route can change the shareholding mix for existing holders.

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