BSEAGM/EGM2d ago · 7 Nov 2026, 06:22 pm
Outcome/Proceedings of the Extra Ordinary General Meeting of members of Prime Focus Limited 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 an Extra-Ordinary General Meeting (EOGM) on November 7, 2026, to consider and approve special business items, including the cessation of control over Brahma AI Holdings Limited and related party transactions.
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Prime Focus Ltd - 532748 - Shareholder Meeting / Postal Ballot-Outcome of EGM
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November 07, 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
Dear Sir/Madam,
Sub: Outcome/Proceedings of the Extra-Ordinary General Meeting (“EOGM”) 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”)
Pursuant to Regulation 30 of SEBI Listing Regulations read with Para A of Part A in Schedule
III of SEBI Listing Regulations, we have enclosed a copy of the Proceedings of the EOGM of
the Members of the Company duly convened on Saturday, November 07, 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 EOGM were passed with requisite majority.
The Meeting was commenced at 12:30 p.m. and was concluded at 01:01 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 EXTRA-ORDINARY GENERAL
MEETING (“EOGM”) OF THE MEMBERS OF PRIME FOCUS LIMITED (“THE
COMPANY”) HELD ON SATURDAY, NOVEMBER 07, 2026
The Extra-Ordinary General Meeting (“EOGM”) of the Members of the Company was duly
held on Saturday, November 07, 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 Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 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
October 15, 2026 convening the EOGM.
Ms. Parina Shah, Company Secretary and Compliance Officer attended the meeting from
Mumbai, extended warm welcome to the Members present at the EOGM of the Company. She
then, provided general instructions to the members regarding participation in the meeting which
inter alia, included the following points:-
It was informed that the Notice of the EOGM was sent electronically to those Members
whose Email IDs were registered with the Company or Registrar and Share Transfer
Agent or Depository Participants.
The Company had taken all feasible efforts to enable members to participate through
video conference and vote at the EOGM.
The Company had provided a facility to the members to cast their votes electronically,
on all resolutions set forth in the Notice convening the EOGM of the Company and the
remote e-voting period commenced on Tuesday, November 03, 2026 at 9:00 a.m. (IST)
and ended on Friday, November 06, 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 EOGM through the
e-voting platform provided by Central Depository Services (India) 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 EOGM 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 Mr. Naresh Malhotra, Chairman & Whole-time Director, Mr.
Devarajan Samu, Independent Director, Ms. Pooja Sood, Independent Director, Mr.
Nishant Fadia, Non- Executive Director and Mr. Vikas Rathee, Chief Financial Officer
were present at the Meeting. The representatives of the Statutory Auditors and
Secretarial Auditors 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 EOGM was conducted through VC/OAVM in compliance
with the relevant circulars issued by MCA and SEBI and with the consent of the members, the
Notice convening the Meeting was taken as read.
The Chairman then authorized the Company Secretary to receive combined voting results from
the Scrutinizer and submit the same to the stock exchanges.
The EOGM had been convened to seek approval of the Members for Special Business items as
detailed in the Notice of the EOGM and the Members of the Company were briefed about the
following resolutions:
Special Business:
1. To consider and approve the cessation to exercise control over Brahma AI Holdings
Limited (“Brahma Holdings”) and consequently, over Brahma AI Services India
Limited, the unlisted material subsidiaries of the Company. (Special Resolution)
2. To consider and approve material related party transaction between DNEG S.à.r.l., an
unlisted material subsidiary of the Company and Brahma AI Holdings Limited, an unlisted
material subsidiary of the Company. (Ordinary Resolution)
3. To consider and approve material related party transaction between Double Negative
Holdings Limited, an unlisted subsidiary of the Company and Brahma AI Holdings
Limited, an unlisted material subsidiary of the Company. (Ordinary Resolution)
4. To approve the material related party transaction for platform license arrangement
between DNEG S.à.r.l. and Brahma AI Holdings Limited. (Ordinary Resolution)
Some of the Members who have registered themselves as speaker shareholders were attending
the meeting through video conferencing means, commented, expressed their views and
enquired on various matters, which were duly replied by Mr. Vikas Rathee, Chief Financial
Officer of the Company.
The Company Secretary, thereafter, thanked all the Members and Directors of the Company
for their participation at the EOGM.
Further, she informed the Members that the e-voting results along with the Consolidated
Scrutinizer report on total votes cast in “favour” or “against” shall be submitted by the
scrutinizer within the stipulated time on the conclusion of the EOGM as specified under the
applicable laws and the same shall be forthwith declared by the Company by publishing on its
website, and on the website of CDSL and by notifying to the Stock Exchanges where the shares
of the Company are listed.
The Company Secretary informed the Members that e-voting facility would be open till 15
minutes after the closure of the meeting for the Members who attended the Meeting but had
not voted earlier and then declared the meeting closed at 01:01 p.m.
For Prime Focus Limited
Parina Shah
Company Secretary & Compliance Officer