Board recommends proposed Multiples CCPS investment into Brahma AI units; EOGM on November 7, 2026
Board of Prime Focus Ltd met on October 15, 2026 and recommended matters linked to the proposed investment by Multiples into Brahma AI Holdings Ltd and Brahma AI Services India Ltd, both material unlisted subsidiaries.
By ScoutQuest · · 3 min read
- Board Meeting Date
- October 15, 2026
- EOGM Date
- Saturday, November 7, 2026
- Transaction Instrument
- compulsorily convertible preference shares (CCPS)
Board meeting outcome
The Board of Prime Focus Ltd met on October 15, 2026 and, among other things, considered and recommended matters relating to the proposed investment by Multiples into Brahma AI Holdings Limited (Brahma Holdings) and Brahma AI Services India Limited (Brahma India), both material unlisted subsidiaries of the Company. The meeting commenced at 7:30 p.m. and concluded at 8:15 p.m. This is a further update to the Company's earlier disclosure dated September 23, 2026.
The proposed transaction
- Multiples Private Equity Gift Fund IV proposes to subscribe to compulsorily convertible preference shares (CCPS) of Brahma Holdings.
- Multiples Private Equity Fund IV proposes to subscribe to CCPS of Brahma India.
- The subscription would result in cessation of control over Brahma Holdings and, consequently, over Brahma India, the unlisted material subsidiaries of the Company.
- Shares in Brahma India held by DNEG Parent are to be transferred to Brahma Holdings.
Material related party transactions recommended
- Ancillary Framework Deed: between DNEG S.à.r.l (DNEG Parent), an unlisted material subsidiary of the Company, and Brahma Holdings, to be entered into with Brahma Holdings, Brahma India and Multiples. Under it, DNEG Parent shall, among other things, undertake indemnity obligations in favour of Brahma Holdings, for itself and as agent for each Brahma Group Company, for any Indemnified Liability, for such amounts as may become payable from time to time in accordance with the Framework Deed.
- Shareholders Agreement: between Double Negative Holdings Limited (DNEG Holdings), an unlisted subsidiary of the Company, and Brahma Holdings, to be entered into with Brahma Holdings, Multiples and Mr. Prabhu Narasimhan. Under it, each shareholder of Brahma Holdings that is a party has agreed to indemnify and hold harmless Brahma Holdings and each Group Company, on an after-Tax basis, against any liability with respect to any Tax required to be withheld, deducted or paid on behalf of or with respect to that shareholder under applicable law, including interest, penalties or costs arising from it.
- Platform licence arrangement: between DNEG Parent and Brahma Holdings, covering licensing of the Brahma AI Platform together with related models, workflows, interfaces, documentation, updates, upgrades, releases and other components, for annual fees. The transaction value is expected to exceed the applicable materiality thresholds.
Shareholder approval and the EOGM
- The Board has convened an Extra Ordinary General Meeting of the members of the Company on Saturday, November 7, 2026 through video conferencing or other audio visual means, and approved the draft notice for it.
- Members will be asked to approve the proposed transaction by way of a special resolution, arising from the cessation of control over Brahma Holdings and consequently Brahma India, and the transfer of shares in Brahma India held by DNEG Parent to Brahma Holdings.
- Members will also be asked to approve the material related party transactions described above.
- The proposals are subject to applicable laws, including approval of the members of the Company.
What this update means
- The proposals centre on bringing Multiples in as an investor into the two Brahma AI entities through compulsorily convertible preference shares.
- A consequence stated in the update is that the Company would cease to control Brahma Holdings and, in turn, Brahma India.
- The Board has recommended the related party matters and convened a shareholder meeting, so the next step is the vote of members on November 7, 2026.
Also from Prime Focus
EGM on November 07, 2026 to vote on ceding control of Brahma AI Holdings, Brahma AI Services and related-party deals
16 Oct 2026
IT search and seizure proceedings concluded; no order indicating adverse findings issued to the Company
14 Oct 2026
Income Tax search under way at certain offices; company says operations not impacted
7 Oct 2026
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