Amendment to AOA/MOA

September 04, 2026 To, To, National Stock Exchange of India Limited BSE Limited Listing Department, Listing Department, Exchange Plaza, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra East, Dalal Street, Mumbai - 400 051 Mumbai - 400 001 Fax Nos.: 26598237 / 26598238 Fax Nos.: 22723121/2037/2039 Ref: Scrip Code: BSE: 532748 / NSE: PFOCUS Sub.: Outcome of the meeting of the Board of Directors of Prime Focus Limited (the “Company”) held on September 04, 2026 Dear Sir/Madam, With reference to our disclosure dated September 01, 2026 and pursuant to Regulations 30 read with the Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”), we would like to inform you that a meeting of the Board of Directors of the Company (the “Board”) was held today i.e. on Friday, September 04, 2026, wherein the Board inter-alia considered and approved: 1. Raising of funds through one or more permissible mechanism as may be considered appropriate by the Board, by way of issuance of equity shares and/ or debt securities or non-convertible securities and/or other securities including share warrants and/ or any other equity linked securities including through Qualified Institutions Placement (QIP)/ issuance of Depository Receipts (ADR/GDR), preferential issue on a private placement basis, rights issue or such any other permissible mode or any combinations thereof, in one or more tranches, as may be decided by the Board, for an amount not exceeding INR 3,000 Crore (Indian Rupees Three Thousand Crore Only) or its equivalent in any other currency, subject to approval of the members and/or such statutory/ regulatory approvals as may be required. The Board also approved certain ancillary actions for the above-mentioned fund raise. Relevant details in accordance with the Listing Regulations read with the Securities and Exchange Board of India Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 issued by the Securities and Exchange Board of India, is given as Annexure. 2. Increase in authorised share capital of the Company from Rs. 85,00,00,000/- (Rupees Eighty Five Crore Only) divided into 85,00,00,000 (Eighty Five Crore) equity shares of Re. 1/- each to Rs. 100,00,00,000/- (Rupees One Hundred Crore Only) divided into 100,00,00,000 (One Hundred Crore) equity shares of Re. 1/- each and consequent amendment to the capital clause of the Memorandum of Association (“MOA”) of the Company, subject to approval of the members and/or such statutory/ regulatory approvals as may be required. 3. The Notice of 29th Annual General Meeting (“AGM”) of the Company to be held on Wednesday, September 30, 2026, which inter-alia includes the enabling members resolutions seeking approvals for above item no. 1 & 2. The copy of the Notice of AGM would be submitted to the Stock Exchanges in due course as per the Listing Regulations. The Meeting of the Board commenced at 06:30 p.m. and concluded at 07:00 p.m. This notice is available on the website of the Company i.e. www.primefocus.com and that of BSE Limited i.e. www.bseindia.com and National Stock Exchange of India Limited i.e. www.nseindia.com. Kindly take the above on your record and acknowledge receipt of the same. Thanking You. For Prime Focus Limited Parina Shah Company Secretary & Compliance Officer Encl.: a/a Annexure Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc. S. No. Particulars Details 1 Type of securities proposed to be issued Equity shares and/ or debt securities or non- (viz. equity shares, convertibles, etc.); convertible securities and/or other securities including share warrants and/ or any other equity linked securities. 2 Type of issuance (further public offering, Raising of funds through one or more rights issue, depository receipts permissible mechanism as may be considered (ADR/GDR), qualified institutions appropriate by the Board, by way of issuance of placement, preferential allotment etc.); equity shares and/ or debt securities or non- convertible securities and/or other securities including share warrants and/ or any other equity linked securities including through Qualified Institutions Placement (QIP)/ issuance of Depository Receipts (ADR/GDR), preferential issue on a private placement basis, rights issue or such any other permissible mode or any combinations thereof, in one or more tranches, as may be decided by the Board, subject to approval of the members and/or such statutory/ regulatory approvals as may be required. 3 Total number of securities proposed to be For an amount not exceeding INR 3,000 Crore issued or the total amount for which the (Indian Rupees Three Thousand Crore Only) or securities will be issued (approximately); its equivalent in other currency (inclusive of such premium as may be fixed in such securities) at such price or prices as may be permissible under applicable laws. 4 In case of preferential issue the listed entity To be determined by the Board or any shall disclose the following additional committee thereof, as per requirement at the details to the stock exchange(s): appropriate time. i. names of the investors; ii. post allotment of securities - outcome of the subscription, issue price / allotted price (in case of convertibles), number of investors; iii. in case of convertibles - intimation on conversion of securities or on lapse of the tenure of the instrument 5 In case of bonus issue the listed entity shall Not Applicable disclose the following additional details to the stock exchange(s): i. whether bonus is out of free reserves created out of profits or share premium account; ii. bonus ratio; iii. details of share capital - pre and post bonus issue; iv. free reserves and/ or share premium required for implementing the bonus issue; v. free reserves and/ or share premium available for capitalization and the date as on which such balance is available; vi. whether the aforesaid figures are audited; vii. estimated date by which such bonus shares would be credited/dispatched; 6 In case of issuance of depository receipts To be determined by the Board or any (ADR/GDR) or FCCB the listed entity shall committee thereof, as per requirement at the disclose following additional details to the appropriate time. stock exchange(s): i. name of the stock exchange(s) where ADR/GDR/FCCBs are listed (opening – closing status) / proposed to be listed; ii. proposed no. of equity shares underlying the ADR/GDR or on conversion of FCCBs; iii. proposed date of allotment, tenure, date of maturity and coupon offered, if any of FCCB’s; iv. issue price of ADR/GDR/FCCBs (in terms of USD and in INR after considering conversion rate); v. change in terms of FCCBs, if any; vi. details of defaults, if any, by the listed entity in payment of coupon on FCCBs & subsequent updates in relation to the default, including the details of the corrective measures undertaken (if any); 7 In case of issuance of debt securities or To be determined by the Board or any other non-convertible securities the listed committee thereof, as per requirement at the entity shall disclose following additional appropriate time. details to the stock exchange(s): i. size of the issue; ii. whether proposed to be listed? If yes, name of the stock exchange(s); iii. tenure of the instrument - date of allotment and date of maturity; iv. coupon/interest offered, schedule of payment of coupon/interest and principal; v. charge/security, if any, created over the assets; vi. special right/interest/privileges attached to the instrument and changes thereof; vii. delay in payment of interest / principal amount for a period of more than three months from the due dat [Showing first 8,000 characters — download PDF for full document]