Prime Focus Limited has disclosed that the National Company Law Tribunal (NCLT), Mumbai Bench, orally pronounced the admission of an insolvency petition filed against it by Reliance Alpha Services Private Limited under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC). The oral pronouncement was dated 6th May 2026 and was communicated to the company around 8:18 PM on the same day. The disclosure was made to the stock exchanges on May 07, 2026, pursuant to Regulation 30 read with Schedule III, Part A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Details of the Insolvency Petition

The following table summarises the key parameters of the insolvency petition as disclosed by Prime Focus:

Company's Legal Position

Prime Focus has strongly contested the admission of the petition. The company has stated that it is well within the scope to address and resolve any financial obligation that it is expected to. The company maintains that no amount was ever disbursed by the petitioner under the Loan Agreement in question, and accordingly asserts that Reliance Alpha Services Private Limited does not qualify as a "financial creditor" within the meaning of the IBC. The company's position is that the petition ought not to have been admitted on these grounds.

The underlying dispute, as disclosed by the company, pertains to a Business Transfer Agreement (BTA) entered into in 2014 between Prime Focus and an affiliate of the petitioner. The company has itself instituted a commercial suit before the Bombay High Court for adjudication of the BTA dispute. Prime Focus has stated that the petitioner appears to be seeking to recover amounts that are the subject of this pending commercial litigation through the IBC mechanism, notwithstanding that no funds were disbursed under the Loan Agreement.

Immediately upon the oral pronouncement, the company filed an appropriate appeal and application before the National Company Law Appellate Tribunal (NCLAT) seeking urgent relief, including a stay of the operation of the said order. The company has stated that it is advised its position on the merits is strong, and that it is pursuing all available legal remedies with urgency. The management has expressed confidence that the company's legal position will be vindicated in the appellate proceedings.

Business Operations Unaffected

Prime Focus has assured all stakeholders that its business operations continue in the ordinary course without any disruption. The company highlighted the following:

• Global VFX and post-production operations remain fully functional
• All customer engagements continue to be serviced as normal
• Employees, vendors, and partners continue to work in the usual manner
• Operational and financial fundamentals remain intact

The company has stated its full commitment to protecting the interests of all stakeholders, including shareholders, employees, customers, vendors, and lenders. Prime Focus has also indicated that it will keep the stock exchanges informed of all material developments in accordance with applicable regulations. The disclosure was signed by Parina Shah, Company Secretary and Compliance Officer, on May 07, 2026.

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.