Prime Focus Limited has announced that the National Company Law Appellate Tribunal (NCLAT), Principal Bench, New Delhi, has stayed the order dated May 6, 2026, passed by the National Company Law Tribunal (NCLT), Mumbai Bench. The NCLAT order, passed on May 12, 2026, directs the company to deposit an amount of Rs. 353,79,74,505 in an interest-bearing account with the Registrar, NCLAT, on or before May 20, 2026. The tribunal has also restrained the Interim Resolution Professional (IRP) from taking any further steps in pursuance of the impugned NCLT order. The matter has been listed for further hearing on July 9, 2026.

Key NCLAT Directions

During the hearing on May 12, 2026, the appellant submitted that the company is solvent with 12,000 employees and possesses assets exceeding the disputed amount. The counsel expressed willingness to deposit the entire amount. Based on these submissions, the Hon'ble NCLAT passed the following directions:

The tribunal granted liberty to the parties to apply for vacation of the interim order if the amount is not deposited within the specified timeframe.

Background of the Dispute

The insolvency proceedings stem from a petition filed by Reliance Alpha Services Private Limited under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC). The NCLT, Mumbai Bench, had admitted the petition regarding an alleged financial debt of Rs. 353,79,74,505, comprising a principal amount of Rs. 200 crores plus interest. The tribunal had appointed NPV Insolvency Professionals Private Limited as the IRP. Prime Focus had contested the petition, arguing that no amount was disbursed directly under the Loan Agreement and that the obligation was contingent on the transfer of business assets, which remains a subject of a pending commercial suit before the Bombay High Court.

Operational Status

Prime Focus has reiterated that its business operations remain unaffected and continue in the ordinary course. The company stated that its global VFX and post-production operations are fully functional, and all stakeholders are being serviced as usual. The company is committed to protecting the interests of shareholders, employees, customers, and lenders.

Prime Focus Limited has filed comprehensive regulatory disclosures with the National Stock Exchange and BSE Limited regarding its internal restructuring plan involving equity shareholding transfers and subsidiary reorganization. The restructuring, approved by the audit committee on April 01, 2026, aims to streamline business operations within the group structure.

Equity Shareholding Transfer Transactions

The restructuring encompasses two major equity shareholding transfer transactions involving step-down subsidiaries of the company.

The first transaction involves the transfer of Prime Focus Technologies Inc. (PFT US) shareholding, while the second involves Brahma AI Services India Limited (formerly Prime Focus Technologies Limited) shareholding transfer.

Financial Performance Metrics

The subsidiaries involved in the restructuring represent significant portions of the group's consolidated operations based on audited financial statements for FY 2024-25.

Conversion and Restructuring Details

As part of the restructuring, Brahma AI Services India Limited will convert existing financial instruments into equity shares of PFT US before the transfer. This includes conversion of optionally convertible redeemable preference shares and inter-company loans into equity shares, without involving fresh capital infusion.

Regulatory Compliance and Board Approval

The transactions have been disclosed under Regulation 30 of SEBI LODR Regulations, 2015, ensuring full regulatory compliance. The audit committee approved the restructuring plan on April 01, 2026, with the board meeting conducted from 07:00 p.m. to 07:15 p.m. All transactions are conducted between step-down subsidiaries at arm's length pricing, maintaining transparency and adherence to corporate governance standards.

Upon completion of the restructuring, both PFT US and Brahma India will continue to remain part of the group as step-down subsidiaries of Prime Focus Limited. The internal reorganization is designed to optimize the group structure while maintaining existing business operations and strategic focus areas.