Shareholders meeting

September 30, 2026 To, To, National Stock Exchange of India Limited BSE Limited Listing Department, Exchange Plaza, Listing Department, 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: Outcome/Proceedings of the 29th Annual General Meeting (“AGM”) of the Members of Prime Focus Limited (“the Company”) pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) Dear Sir/Madam, Pursuant to Regulation 30 of SEBI Listing Regulations, we have enclosed a copy of the Proceedings of the 29th AGM of the members of the Company duly convened on Wednesday, September 30, 2026 at 12.30 p.m. (IST) through Video Conference (“VC”) / Other Audio-Visual Means (“OAVM”) in compliance with the relevant circulars issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India. Further, please note that all the resolutions at the AGM were passed with requisite majority. The Meeting was commenced at 12:30 p.m. and concluded at 01:22 p.m. Request you to take the above on your record. Thanking you, Yours faithfully, For Prime Focus Limited Parina Shah Company Secretary & Compliance Officer Encl.: As above SUMMARY OF THE PROCEEDINGS OF THE 29TH ANNUAL GENERAL MEETING (“AGM”) OF THE MEMBERS OF PRIME FOCUS LIMITED (“THE COMPANY”) HELD ON SEPTEMBER 30, 2026 The 29th Annual General Meeting (“AGM”) of the Members of the Company was duly held on Wednesday, September 30, 2026 at 12:30 p.m. (IST) through Video Conferencing (“VC”) /Other Audio-Visual Means (“OAVM”) in compliance with the provisions of the Companies Act, 2013 and rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)and the relevant circular(s) issued by the Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (“SEBI”), from time to time, to transact the business as stated in the Notice dated September 04, 2026 convening the AGM. Ms. Parina Shah, Company Secretary attended the meeting from Mumbai, extended warm welcome to the Members present at the 29th AGM of the Company. She then, provided general instructions to the members regarding participation in the meeting which inter alia, included the following points:-  The Company had taken all feasible efforts to enable members to participate through video conference and vote at the AGM.  The Company had provided a facility to the members to cast their votes electronically, on all resolutions set forth in the Notice convening the 29th AGM of the Company and the remote e- voting period commenced on Saturday, September 26, 2026 at 9.00 a.m. (IST) and ended on Tuesday, September 29, 2026 at 5.00 p.m. (IST).  Members who had not cast their votes through remote e-voting platform were provided with an opportunity to cast their votes electronically at the time of AGM through the platform provided by Central Depository Services Limited (CDSL).  The Company had appointed Mr. Harshvardhan Tarkas, Company Secretary in Practice, (Membership No- ACS-30701, CP No. 24169) as the Scrutinizer for independently conducting and overseeing the remote e-voting process and voting at the time of AGM in a fair and transparent manner.  The registers and documents, as statutorily required, were available for inspection during the Meeting through electronic mode.  It was noted that the Chairman of the Audit Committee, the Nomination and Remuneration Committee and Stakeholders’ Relationship Committee were present at the Meeting. The representatives of the Statutory Auditors and Secretarial Auditors and scrutinizer of the AGM were also present at the Meeting. Thereafter, Ms. Parina Shah handed over the proceedings to Mr. Naresh Malhotra, Chairman of the Company. The Chairman extended a warm welcome to the Members, Board of Directors, representatives of the Body Corporates and all other present in the Meeting. The requisite quorum being present, the Chairman called the meeting to order. The Directors and Key Managerial Personnel(s) who joined the meeting through video conferencing from their respective locations introduced themselves to the Members. The Chairman informed that the AGM was conducted through VC/OAVM in compliance with the relevant circulars issued by the MCA and SEBI and with the consent of the members, the Notice convening the Meeting was taken as read. The Members were thereafter informed that there were no qualification, reservation, adverse remark or disclaimer in the Statutory Auditors Report. Further, the Secretarial Audit Report also does not have any qualification, observation or other adverse remarks except (i) the appointment of Independent director in one of the foreign material subsidiary ie. DNEG S.a.r.l. which was pending upto 11th November 2025 as per Regulation 24 (1) of the Listing Regulations and the same has been complied with effect from 12th November, 2025 (ii) Trading by Chartered Finance and Leasing Limited (“CFLL”), one of the allottees of the Preferential Issue carried out in Q2 FY 2026 resulting in a non-compliance with Regulation 167(6) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, for which National Stock Exchange of India Limited had issued advisory letter. In the given case it has been submitted that the trade was inadvertently executed by a broker of CFLL. Necessary clarifications have been submitted to the Stock Exchanges in this regard. Accordingly, the reports being self-explanatory were taken as read. The AGM had been convened to seek approval of the Members for Ordinary and Special Business items as detailed in the Notice of the AGM and the Members of the Company were briefed about the following resolutions: Ordinary Business: 1. To receive, consider and adopt: (a) the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and Auditors thereon. (Ordinary Resolution) (b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026 together with the Report of Auditors thereon. (Ordinary Resolution) 2. To appoint a Director in place of Mr. Naresh Malhotra (DIN: 00004597), Director who retires by rotation and being eligible offers himself for re-appointment. (Ordinary Resolution) Special Business: 3. To consider and approve alteration of Articles of Association of the Company. (Special Resolution) 4. To consider and approve material related party transaction between DNEG S.a.r.l. (“DNEG”) and Brahma AI Holdings Limited (“Brahma”) for transfer of the entire equity shareholding of Brahma AI Services India Limited (formerly known as Prime Focus Technologies Limited) held by DNEG to Brahma. (Special Resolution) 5. To consider and approve related party transaction between Brahma AI Services India Limited (formerly known as Prime Focus Technologies Limited) (“Brahma India”) and DNEG S.a.r.l. (“DNEG”) for transfer of the entire equity shareholding of Prime Focus Technologies Inc. (“PFT US”) held by Brahma India to DNEG. (Special Resolution) 6. To approve payment of remuneration to Non-Executive Directors (including Independent Directors) of the Company. (Special Resolution) 7. To approve the change in designation of Mr. Namit Naresh Malhotra (DIN: 00004049) from a Non-Executive Director to Whole-time Director. (Special Resolution) 8. To approve material related party transaction(s) between the Company and certain Identified Related Parties of the Company. (Ordinary Resolution) 9. To approve material related party transaction(s) between DNEG S.A.R.L., a subsidiary of the Company and certain Identified Related Parties of the Company. (Ordinary Resolution) 10. To approve material related party tran [Showing first 8,000 characters — download PDF for full document]