Sale or disposal

September 23, 2026 To, To, National Stock Exchange of India Limited BSE Limited Listing Department, Listing Department, Exchange Plaza, Bandra Kurla Complex, Phiroze Jeejeebhoy Towers, Dalal Street, Bandra East, Mumbai – 400 051 Mumbai – 400 001 Fax Nos.: 26598237 / 26598238 Fax Nos.: 22723121/2037/2039 Ref: Scrip Code: BSE: 532748 / NSE: PFOCUS Re: Outcome of Board Meeting and disclosure under Regulation 30 read with Regulation 30A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) Sub: Proposed investment into Brahma AI Holdings Limited (“BHL”) and Brahma AI Services India Limited (“Brahma India”), material subsidiaries of the Company, by way of subscription to compulsorily convertible preference shares (“CCPS”) of BHL by Multiples Private Equity Gift Fund IV and of Brahma India by Multiples Private Equity Fund IV (collectively referred to as “Multiples”) Dear Sir/Madam, The Board of Directors of the Company, at its meeting held today, i.e., September 23, 2026, has, inter alia, considered the intimations received from its subsidiaries and approved the actions required to be taken by the Company in connection with the Proposed Transaction (as defined below), including seeking shareholders’ approval under Regulation 24(5) of the Listing Regulations: 1. The Company has received intimations from its material subsidiaries, BHL and Brahma India, and its step-down subsidiary, Double Negative Holdings Limited (UK) (“DNEG Holdings”), under Regulation 30A of the Listing Regulations on September 23, that BHL and Brahma India propose to enter into agreements to receive investments from Multiples Private Equity Gift Fund IV and Multiples Private Equity Fund IV (collectively referred to as “Multiples”), respectively. Multiples in aggregate will invest USD 100 million in BHL and Brahma India, as Multiples Private Equity Gift Fund IV proposes to subscribe to CCPS of BHL for an aggregate subscription amount of USD 54,356,600, and Multiples Private Equity Fund IV proposes to subscribe to CCPS of Brahma India for an aggregate subscription amount in INR equivalent to USD 45,643,400. For this purpose, the relevant parties propose to enter into certain agreements, inter alia, with BHL, Brahma India and DNEG Holdings. The Company has been also informed that the broader proposed fundraising round as part of the round led by Multiples is targeted at USD 150 million, of which the Multiples’ aggregate proposed investment is USD 100 million (collectively, the “Proposed Transaction”). 2. BHL has also provided the Company with written confirmation from its lead placement agent stating that, as of date, indications of demand and order confirmations in excess of a further USD 150 million had been received from investors globally for investments in BHL. Such indications of demand and order confirmations do not constitute completed subscriptions, remain subject to final allocation by BHL in consultation with its financial advisers, definitive documentation and applicable conditions. The additional fundraising above USD 150 million does not form part of, and is not a condition to completion of, the Investors’ USD 100 million investment described in this disclosure. 3. As part of the Proposed Transaction, it is contemplated that compulsorily convertible preference shares held by Multiples Private Equity Fund IV in Brahma India, will be exchanged and swapped with the shares of BHL, after receiving all required regulatory approvals and as per the applicable laws. Upon occurrence of this, BHL will become the sole legal and beneficial owner of Brahma India shares and in turn become the 100% shareholder of the paid-up share capital of Brahma India and also consolidating Multiples’ investment at BHL level. Till then, voting rights attaching to BHL and Multiples Private Equity Fund IV respective holdings in Brahma India will be exercised in the same manner as the voting rights exercised by the holders of the majority of Brahma India’s equity shares, subject to the relevant agreements. 4. As a consequence of the Proposed Transaction and upon the completion of the Proposed Transaction, amongst others: (a) PFL will cease to control BHL and, indirectly, Brahma India, although PFL’s direct and indirect shareholding on a fully diluted basis (through DNEG Holdings, its step-down subsidiary) will remain above 50% in BHL, that is, 65.67% and 65.67% shareholding in Brahma India; (b) BHL and Brahma India will also cease to be subsidiaries as per the Companies Act, 2013, and consequently cease to be material subsidiaries, however, these material subsidiaries will thereafter become associate companies of PFL, and PFL will also indirectly (through DNEG Holdings, its step-down subsidiary) continue to own 65.67% shareholding in BHL on a fully diluted basis and 65.67% shareholding in Brahma India on a fully diluted basis towards its economic interests, (c) the existing Class A Shares held by PFL indirectly in BHL will be converted into Class C Shares and voting rights will stand reduced to 24.99% from 89.27%,(fully diluted) and (d) PFL will indirectly have the right to appoint 1 (one) director (out of total 6 directors) for as long as it holds more than 50% (fifty percent) of the Class C shares of BHL. 5. Accordingly, the proposed cessation of control over BHL and Brahma India is subject to the prior approval of PFL’s shareholders by way of a special resolution under Regulation 24(5) of the Listing Regulations. 6. The Board has considered and taken note of the intimations received from its subsidiaries and the relevant transaction documents and has approved the actions required to be taken by the Company in connection with the Proposed Transaction, subject to receipt of the approval of PFL’s shareholders under Regulation 24(5) of the Listing Regulations and such other consents and approvals as may be required under applicable law or otherwise. The details as required under Regulation 30 and Regulation 30A of Listing Regulations read with SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, have been provided under Annexure A and Annexure B herein. Thanking you, For Prime Focus Limited Parina Shah Company Secretary and Compliance Officer Annexure A As required under Regulation 30 read with Regulation 30A and Para 5A of Part A of Schedule III of Listing Regulations, as amended, read with SEBI Circular No. HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026, details are given below: - Particulars Details a. If the listed entity is a party to the agreement, PFL is not a party to any of the agreements. (i) details of the counterparties (including name and relationship with the listed entity) b. if listed entity is not a party to the agreement, In connection with the Proposed (i) name of the party entering into such Transaction (as defined below), the relevant an agreement and the relationship subscription agreements and other with the listed entity; transaction documents have been executed on September 23, 2026 by the respective (ii) details of the counterparties to the parties thereto, including, as applicable, the agreement (including name and following: relationship with the listed entity); and (i) Double Negative Holdings Limited (“DNEG Holdings”), Brahma AI (iii) date of entering into the agreement. Holdings Limited (“BHL”) and Brahma AI Services India Limited (“Brahma India”). BHL and Brahma India are unlisted material subsidiaries of Prime Focus Limited (“PFL” or the “Company”) and DNEG Holdings is a step-down subsidiary of PFL and immediate parent company of BHL, as at the date of this disclosure; (ii) Mr Prabhu Narasimhan is the Founder and Chief Executive Officer of BHL (“Founder”) and holds 11,651,728 equity shares of PFL as at the date of Particulars Details this disclosure; and (iii) Multiples Private Equity Gift Fund IV (“Multiples”) and Multiples Private [Showing first 8,000 characters — download PDF for full document]