Shareholders approve all AGM resolutions: Rs.3,000 Crore fund-raising enabler, capital clause change, intra-group stake transfers

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

Wed 30 Sep 2026

Fund-raising Authorization

Rs.3,000 Crore via equity, debt, warrants or other securities

Brahma India Stake Transfer

USD 90.09 Million consideration

PFT US Stake Transfer

USD 21 Million consideration

Brahma India FY 2025-26 Turnover

INR 328.72 Crores (7.03% of consolidated turnover)

Director Designation Change

Mr. Namit Naresh Malhotra changed to Whole-time Director

What happened

The 29th Annual General Meeting was held on September 30, 2026 through video conferencing, starting at 12.30 p.m. and concluding at 01:22 p.m. All resolutions in the notice were passed with requisite majority.

Ordinary business

• Adoption of audited standalone and consolidated financial statements for the year ended March 31, 2026.
• Re-appointment of Mr. Naresh Malhotra, who retired by rotation.

Key special business approved

• Alteration of the Articles of Association.
• Increase in Authorised Share Capital and alteration of the Capital Clause in the Memorandum of Association.
• Enabling approval to raise funds not exceeding Rs.3,000 Crore (or equivalent in another currency) through equity shares and/or debt securities or non-convertible securities and/or share warrants and/or other equity linked securities, in one or more permissible mechanisms as the Board decides.
• Change in designation of Mr. Namit Naresh Malhotra from Non-Executive Director to Whole-time Director.
• Payment of remuneration to Non-Executive Directors, including Independent Directors.
• A series of material related party transactions involving the Company, DNEG S.A.R.L., Double Negative Limited, Double Negative Montreal Productions, Brahma AI Services India, Brahma AI Services UK, Brahma AI Holdings, and Brahma AI Limited with Brahma AI ME Ltd.

The two intra-group stake 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 Jersey-incorporated step-down subsidiary. Agreement dated April 01, 2026; the Company itself is not a party to it. Consideration on completion: USD 90.09 Million.

Transfer of the entire equity shareholding of Prime Focus Technologies Inc. (PFT US) held by Brahma India to DNEG S.a.r.l. Agreement dated April 01, 2026. Consideration on completion: around USD 21 Million.

Both are related party transactions stated to be at arm's length, and both are outside a scheme of arrangement, with Regulation 37A stated as not applicable. Completion is as per agreed timelines and subject to fulfilment of conditions precedent.

Size of the entities being moved

• Brahma India consolidated turnover for FY 2025-26: 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.
• Figures use an exchange rate of 93.86 as on March 31, 2026.

How to read it

The transfers are between subsidiaries and step-down subsidiaries of the Company, so they represent a reorganisation of where these businesses sit within the group rather than a sale to an outside buyer. The Rs.3,000 Crore item is an enabling authorisation: it permits the Board to raise funds, with the actual instrument, size and timing to be decided later. The increase in authorised share capital supports the ability to issue additional shares if the Board proceeds.

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