PFPrime Focus532748EGM date declared

EGM on November 07, 2026 to vote on ceding control of Brahma AI Holdings, Brahma AI Services and related-party deals

Prime Focus Ltd has called an Extra-Ordinary General Meeting on Saturday, November 07, 2026 at 12:30 p.m. (IST) through video conferencing.

By ScoutQuest · Fri 16 Oct 2026, 7:42 PM IST · 3 min read

EGM Date

Saturday, November 07, 2026 at 12:30 p.m. (IST) through video conferencing

E-voting Cut-off Date

Saturday, October 31, 2026

DNEH Holdings stake in Brahma Holdings

reduced to 24.99% from 89.27% (PFL indirect holding 65.67%)

Prime Focus Ltd has convened an Extra-Ordinary General Meeting (EGM) on Saturday, November 07, 2026 at 12:30 p.m. (IST), to be held through Video Conferencing or Other Audio Visual Means (VC/OAVM). The notice places one special resolution and three ordinary resolutions before shareholders.

Resolutions on the table

• Special resolution: to consider and approve the cessation to exercise control over Brahma AI Holdings Limited (Brahma Holdings) and consequently over Brahma AI Services India Limited (Brahma India), the unlisted material subsidiaries of the Company.
• Ordinary resolution: material related party transaction between DNEG S.à.r.l. (DNEG Parent), an unlisted material subsidiary, and Brahma Holdings, in connection with the proposed entry, execution and performance by DNEG Parent of an ancillary framework deed with Brahma Holdings, Brahma India, Multiple Private Equity Gift Fund IV and Multiple Private Equity Equity Fund IV.
• Ordinary resolution: material related party transaction between Double Negative Holdings Limited (DNEG Holdings), an unlisted subsidiary, and Brahma Holdings, arising from a shareholders' agreement that also involves Multiple Private Equity Gift Fund IV, Multiple Equity Fund IV and Mr. Prabhu Narasimhan.
• Ordinary resolution: material related party transaction for a platform licence arrangement between DNEG S.à.r.l. and Brahma Holdings.

What the control change involves

The notice states that DNEH Holdings' shares in Brahma Holdings will stand reduced to 24.99% from 89.27%, and that the Company through DNEH Holdings will have the right to appoint only 1 (one) director out of a total of 6 directors for as long as it holds more than 50% of the Class C shares of Brahma Holdings. As a result, the Company will cease to exercise control over Brahma Holdings and consequently over Brahma India, and both will cease to be subsidiaries and instead become associate companies. The Company's direct and indirect shareholding in the relevant material subsidiary will remain above 50%: PFL will indirectly, through DNEH Holdings, continue to own 65.67% shareholding in Brahma Holdings and 65.67% shareholding in Brahma India, towards its economic interests.

Indemnities referred to in the resolutions

• Under the framework deed, DNEG Parent shall inter alia undertake indemnity obligations in favour of Brahma Holdings, for any Indemnified Liability, for such amounts as may become payable from time to time in cash on an after-tax basis, in respect of liabilities notified to DNEG Parent within 7 (seven) years from the date of the framework deed, with payments arising from duly notified claims to be made in accordance with its terms and other obligations as provided thereunder.
• Under the shareholders' agreement, DNEG Holdings, in its capacity as a shareholder of Brahma Holdings and a party to the SHA, inter alia agrees to indemnify certain parties including Brahma Holdings and each Group Company on an after-tax basis against any liability in respect of Tax required under applicable law to be withheld, deducted or paid on behalf of, or with respect to, DNEG Holdings.

Each resolution also authorises the Board to finalise terms and conditions, execute necessary documents, file applications, make representations, settle questions or difficulties, and delegate the powers conferred to directors, the Chief Financial Officer, the Company Secretary or other officers.

Meeting and voting details

• EGM: Saturday, November 07, 2026 at 12:30 p.m. (IST) through VC/OAVM.
• Cut-off date: Saturday, October 31, 2026.
• Remote e-voting period: 09:00 a.m. (IST) on Tuesday, November 03, 2026 to 05:00 p.m. (IST) on Friday, November 06, 2026.
• Participation through VC/OAVM will be available to at least 1000 members on a first come first served basis; this does not include large shareholders (shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel and the chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, who are allowed to attend without restriction on account of first come first served basis.
• The facility to appoint a proxy to attend and cast vote is not available for this EGM; representatives of members such as the President of India or the Governor of a State or body corporate can attend through VC/OAVM and cast their votes through e-voting.
• Mr. Harshvardhan Tarkas, Practising Company Secretary, has been appointed as the Scrutinizer for the e-voting process.

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