Shareholders meeting

September 07, 2026 To, To, National Stock Exchange of India Limited BSE Limited Listing Department, Listing Department, Exchange Plaza, Bandra Kurla Complex, Phiroze Jeejeebhoy Towers 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: Notice of the 29th Annual General Meeting and Annual Report for the Financial Year 2025-26. Dear Sir/ Madam, Pursuant to Regulations 30 and 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we hereby inform that the 29th Annual General Meeting (“AGM”) of the Members of the Company is scheduled to be held on Wednesday, September 30, 2026 at 12:30 p.m. ("IST") through Video Conferencing/ Other Audio Visual Means ("VC/ OAVM") in compliance with the applicable provisions of the Companies Act, 2013, rules framed thereunder, Listing Regulations and circulars issued by the Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”) (collectively referred to as “Circulars”) in this regard. In accordance with the aforesaid circulars, the Notice of AGM and Annual Report of the Company for the Financial Year 2025-26 is being sent through electronic mode to all those members of the Company whose email addresses are registered with the Company / Company’s Registrar and Share Transfer Agent or Depositories/ Depository Participants. Further, in compliance with Regulation 36(1)(b) of the Listing Regulations, a letter is being sent to Members whose e-mail id are not registered with the Company/the Registrar and Share Transfer Agent/the Depository Participant(s), providing the exact weblink where the Annual Report for the Financial Year 2025-26 and the Notice of the 29th AGM can be accessed on the Company’s website. The Members, holding shares as on the cut-off date i.e. Wednesday, September 23, 2026 will be entitled to avail the facility of remote e-voting as well as voting at the AGM on the Resolutions set forth in the Notice of AGM. The remote e-Voting facility would be available during the following period: Commencement of Remote e-Voting 09:00 a.m. (IST) on Saturday, September 26, 2026 End of Remote e-Voting 05:00 p.m. (IST) on Tuesday, September 29, 2026 The Notice of the 29th AGM and Annual Report for the Financial Year 2025-26 are enclosed below and the same are also available on the Company’s website www.primefocus.com. Kindly acknowledge the receipt and take the same on records. Thanking You, Yours Faithfully, For Prime Focus Limited Parina Shah Company Secretary & Compliance Officer Encl: a/a PRIME FOCUS LIMIT ED CIN: L92100MH1997PLC108981 Registered Office: Prime Focus House, Opp. CITI Bank, Linking Road, Khar (West), Mumbai- 400052 Tel: +91 22 2648 4900 Website: www.primefocus.com; Email Id: ir.india@primefocus.com NOTICE NOTICE is hereby given that the TWENTY NINTH shareholders agreement dated May 18, 2004” stand ANNUAL GENERAL MEETING (“AGM”) of the Members deleted and; of Prime Focus Limited (“the Company”), will be held on  Post deletion of the above Sections, subsequent Wednesday, September 30, 2026, at 12.30 p.m. (IST) Articles will be renumbered accordingly. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business: RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any Director or Chief Financial ORDINARY BUSINESS Officer or the Company Secretary of the Company be and 1. To receive, consider and adopt: is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as may be necessary (a) the Audited Standalone Financial Statements or expedient in its absolute discretion, including filing of the Company for the Financial Year ended forms with the Registrar of Companies and making all March 31, 2026, together with the Reports of the consequential changes to the Articles of Association, to Board of Directors and the Auditors thereon; and give effect to this resolution.” (b) the Audited Consolidated Financial Statements 4. To consider and approve material related party of the Company for the Financial Year ended transaction between DNEG S.a.r.l. (“DNEG”) and Brahma March 31, 2026, together with the Report of the AI Holdings Limited (“Brahma”) for transfer of the entire Auditors thereon. equity shareholding of Brahma AI Services India Limited 2. To appoint a Director in place of Mr. Naresh Malhotra (formerly known as Prime Focus Technologies Limited) (DIN: 00004597), Director who retires by rotation and held by DNEG to Brahma. being eligible, offers himself for re-appointment. To consider and if thought fit, to pass the following SPECIAL BUSINESS resolution as a Special Resolution: 3. To consider and approve alteration of Articles of “RESOLVED THAT pursuant to applicable provisions of Association of the Company. Companies Act, 2013 (“the Act”) read with the related rules framed thereunder (including any statutory To consider and if thought fit, to pass the following modification(s) or re-enactment(s) thereof for the resolution as a Special Resolution: time being in force), and subject to the provisions of “RESOLVED THAT pursuant to the provisions of Sections the Memorandum and Articles of Association of the 5, 14, 15 and other applicable provisions , if any, of the Company, and Regulations 2(1)(zc), 23(4), 24(6) and other Companies Act, 2013 read with rules made thereunder applicable Regulations of the Securities and Exchange (including any statutory modification(s) or amendment(s) Board of India (Listing Obligations and Disclosure thereto or re-enactment(s) thereof for the time being in Requirements) Regulations, 2015 (“Listing Regulations”), force), the consent of the Members of the Company be and other applicable laws/ statutory provisions, if any, and is hereby accorded to alter the Articles of Association and the Company’s Policy on Related Party Transactions, of the Company by deleting all the references of Late and pursuant to the approval of the Audit Committee and Mr. Rakesh Jhunjhunwala (“RJ”) in the following Article(s) the Board of Directors of the Company (the “Board”, which which shall be omitted with effect from the date of passing term shall be deemed to mean and include any Committee of this Special Resolution: constituted by the Board) and subject to such other requisite approvals, consents, permissions and sanctions  Section A and C of Part II; as may be required, consent of the shareholders of the  In Article 175.1(d) the words “other than the rights Company, be and is hereby accorded to the Board for the granted to Late Mr. Rakesh Jhunjhunwala under transfer of the entire equity shareholding of Brahma AI Services India Limited (formerly known as Prime Focus Company’s Policy on Related Party Transactions, and Technologies Limited) (including entire shareholding as pursuant to the consent of the Audit Committee and currently held and the shareholding to be acquired from Board of Directors (hereinafter referred to as the “Board”, other shareholders), an unlisted material subsidiary of which term shall be deemed to include any Committee the Company by DNEG S.a.r.l. to Brahma AI Holdings constituted / empowered / to be constituted by the Board Limited, for a consideration of upto USD 90.09 Million on from time to time to exercise its powers conferred by this such terms and conditions as set forth in Share Purchase resolution) and subject to such other requisite approvals, Agreement (“SPA”) between DNEG S.a.r.l and Brahma AI consents, permissions and sanctions as may be required, Holdings Limited (“Proposed Sale”) and all the ancillary consent of the shareholders of the Company be and is agreements, as may be required for the purposes of the hereby accorded to the Board for the transfer of the Proposed Sale, on such terms and conditions and with entire equity shareholdi [Showing first 8,000 characters — download PDF for full document]