BSEAGM/EGM30 Sept 2026 · 30 Sept 2026, 08:02 pm
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.
Prime Focus Ltd · 532748
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Prime Focus Ltd held its 29th Annual General Meeting (AGM) on September 30, 2026, through video conferencing. All resolutions were passed with the requisite majority. The meeting was conducted in compliance with relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.
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Prime Focus Ltd - 532748 - Shareholder Meeting / Postal Ballot-Outcome of AGM
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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
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