AGM approves Namit Malhotra as Whole-time Director, Rs 3,000 Crore fund raise and group restructuring

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

Wed 30 Sep 2026

Fund Raise Approval

Rs.3,000 Crore via equity/debt/warrants approved

Namit Malhotra Designation Change

Non-Executive Director to Whole-time Director and KMP effective August 07, 2026 to August 06, 2029

Brahma India Transfer

USD 90.09 Million consideration, 7.03% of consolidated turnover, 10.95% of consolidated net worth

PFT US Transfer

USD 21 Million consideration, 2.13% of consolidated turnover, 0.04% of consolidated net worth

AGM Date

September 30, 2026

Management change

Mr. Namit Malhotra (DIN: 00004049), one of the Promoters, moves from Non-Executive Director to Whole-time Director and Key Managerial Personnel, liable to retire by rotation, for a term of 3 (Three) consecutive years with effect from August 07, 2026 to August 06, 2029. He is the founder of Prime Focus. Mr. Naresh Malhotra (DIN: 00004597), his father, was re-appointed as a Director retiring by rotation.

What the AGM approved

• Audited standalone and consolidated financial statements for FY ended March 31, 2026
• Alteration of Articles of Association
• Payment of remuneration to Non-Executive Directors (including Independent Directors)
• Increase in Authorised Share Capital and alteration of the Capital Clause of the MoA
• Multiple material related party transactions involving the Company and subsidiaries such as DNEG S.a.r.l., Double Negative Limited, Brahma AI entities

Fund raising

Shareholders approved raising funds not exceeding Rs.3,000 Crore (or equivalent in other currency) through equity shares, debt or non-convertible securities, share warrants or other equity-linked securities. Routes may include QIP, ADR/GDR, preferential issue on private placement basis, or rights issue, 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. An equity issuance of this size can dilute existing shareholders depending on the final mode and price.

Group restructuring transfers

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, a step-down subsidiary in Jersey. Consideration of USD 90.09 Million would be received on completion.

Brahma India's FY 2025-26 consolidated turnover was INR 328.72 Crores, being 7.03% of Prime Focus's consolidated turnover, and its consolidated net worth was INR 278.63 Crores, being 10.95% of consolidated net worth.

Transfer of the entire equity shareholding of Prime Focus Technologies Inc. (PFT US) held by Brahma India to DNEG S.a.r.l., with around USD 21 Million to be received on completion. PFT US had FY 2025-26 consolidated turnover of INR 99.74 Crores (2.13% of consolidated turnover) and consolidated net worth of INR 1.04 Crores (0.04% of consolidated net worth). Exchange rate used is 93.86 as on March 31, 2026.

Both agreements were entered into on April 01, 2026, with the Company not a party to them. Both are related party transactions stated to be at arm's length, outside any scheme of arrangement, and completion depends on fulfilment of conditions precedent.

Meeting details

The AGM was held through Video Conferencing / Other Audio Visual Means, commencing at 12.30 p.m. and concluding at 01:22 p.m. (IST). All resolutions set out in the Notice were passed with requisite majority.

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