AGM approves fund raising up to Rs.3,000 Crore, intra-group subsidiary transfers and Whole-time Director change

At the 29th AGM held September 30, 2026, shareholders passed all resolutions with requisite majority.

Wed 30 Sep 2026

Fund Raising Approval

Rs.3,000 Crore or equivalent in other currency via QIP, ADR/GDR, preferential issue, rights issue or other modes

Brahma AI Services India Transfer

USD 90.09 Million from DNEG S.a.r.l. to Brahma AI Holdings Limited

PFT US Transfer

Around USD 21 Million from Brahma India to DNEG S.a.r.l.

Namit Malhotra Redesignation

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

Brahma India Size

INR 328.72 Crores turnover, 7.03% of consolidated turnover; INR 278.63 Crores net worth, 10.95% of consolidated net worth

What happened

Shareholders at the 29th Annual General Meeting, held on September 30, 2026 through video conferencing, considered and approved the businesses in the notice. All resolutions were passed with requisite majority. The meeting began at 12.30 p.m. and concluded at 01:22 p.m.

Fund raising enabling approval

• Approval to raise funds of an amount not exceeding Rs.3,000 Crore or its equivalent in any other currency.
• Instruments may include equity shares, debt securities or non-convertible securities, share warrants and other equity-linked securities.
• Routes may include QIP, depository receipts (ADR/GDR), preferential issue on a private placement basis, rights issue or any other permissible mode, or combinations, in one or more tranches.
• Pricing, investors and structure are to be determined by the Board or its committee at the appropriate time.
• Shareholders also approved an increase in Authorised Share Capital and alteration of the capital clause of the Memorandum of Association, plus alteration of the Articles of Association.

For a novice reader: this is an enabling approval, a permission for the Board to raise money up to that ceiling when it chooses. Equity or equity-linked issuance can dilute existing shareholders' ownership; debt adds obligations.

Group restructuring of subsidiaries

• Transfer of the entire equity shareholding of Brahma AI Services India Limited (formerly Prime Focus Technologies Limited) held by DNEG S.a.r.l. to Brahma AI Holdings Limited, Jersey. Consideration: USD 90.09 Million on completion.
• Transfer of the entire equity shareholding of Prime Focus Technologies Inc. (PFT US) held by Brahma India to DNEG S.a.r.l. Consideration: around USD 21 Million on completion.
• The agreements were entered into on April 01, 2026; the Company itself is not a party to them. Completion is subject to agreed timelines and conditions precedent.
• Both are related party transactions stated to be at arm's length, and outside any scheme of arrangement.

Size of the businesses involved (FY 2025-26 audited)

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

Both buyers and sellers are subsidiaries or step-down subsidiaries of the Company, so these are internal reorganisation steps rather than sales to outside parties.

Board and governance items

• Change in designation of Mr. Namit Naresh Malhotra from Non-Executive Director to Whole-time Director and Key Managerial Personnel, liable to retire by rotation, for a term of 3 consecutive years with effect from August 07, 2026 to August 06, 2029. He is one of the Promoters and is the son of Mr. Naresh Malhotra.
• Re-appointment of Mr. Naresh Malhotra, who retired by rotation.
• Approval of payment of remuneration to Non-Executive Directors, including Independent Directors.
• Adoption of audited standalone and consolidated financial statements for the year ended March 31, 2026.

Related party approvals

Shareholders approved 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.

What to watch

Board decisions on the timing, mode, size and pricing of any fund raising within the Rs.3,000 Crore ceiling, and completion of the two subsidiary transfers once conditions precedent are met.

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