Prime Focus Limited board approved an investment by Multiples Private Equity into its material subsidiaries, Brahma AI Holdings and Brahma AI Services India. The move involves the subscription of compulsorily convertible preference shares and will lead to a cessation of control over these entities.

The board meeting held on October 15, 2026, recommended several related party transactions necessary for the deal. These include indemnity obligations from DNEG S.à.r.l and Double Negative Holdings Limited, as well as a platform license arrangement for the Brahma AI Platform.

Key approvals and related party transactions

The board considered and recommended approval for three specific material related party transactions under Regulation 23(4) of the Listing Regulations:

• Indemnity from DNEG Parent: DNEG S.à.r.l will enter into an Ancillary Framework Deed with Brahma Holdings, undertaking indemnity obligations for any indemnified liability payable under the deed.
• Shareholders Agreement: Double Negative Holdings Limited will enter into a shareholders agreement with Brahma Holdings and Multiples. This includes tax-related indemnities on an after-tax basis for liabilities arising from withholding or deduction requirements.
• Platform License: DNEG Parent will license the Brahma AI Platform, including models, workflows, and interfaces, to Brahma Holdings. The annual fees for this arrangement are expected to exceed materiality thresholds.

Extraordinary general meeting scheduled

An Extra Ordinary General Meeting (EOGM) has been convened for Saturday, November 7, 2026, via video conferencing. Members will vote on special resolutions required under Regulation 24(5) of the Listing Regulations.

The resolutions cover:

1. Approval of the proposed transaction resulting in the cessation of control over Brahma Holdings and Brahma India due to Multiples' subscription to compulsorily convertible preference shares.
2. Approval of the transfer of shares in Brahma India held by DNEG Parent to Brahma Holdings.
3. Ratification of the material related party transactions detailed above.

Strategic implications

The investment by Multiples Private Equity Gift Fund IV and Multiples Private Equity Fund IV marks a significant shift in the ownership structure of Prime Focus's AI-focused assets. By subscribing to compulsorily convertible preference shares, Multiples will acquire equity stakes that dilute Prime Focus's control, transitioning these entities from wholly owned or controlled subsidiaries to joint ventures or minority-held entities.

The inclusion of DNEG S.à.r.l and Double Negative Holdings Limited in the framework deeds and shareholders agreements highlights the continued operational integration between the legacy VFX business (DNEG) and the new AI ventures. The platform license arrangement ensures that DNEG retains access to the proprietary technology developed within the Brahma ecosystem, even as ownership structures change.

The board meeting commenced at 7:30 pm and concluded at 8:15 pm. The company has filed the outcome with both the National Stock Exchange and BSE as per Regulation 30 of the SEBI (LODR) Regulations, 2015.

Prime Focus has confirmed that the Income Tax Department initiated a search at its Mumbai offices, with the company stating it is cooperating with authorities and that its operations remain unimpacted.

Search details and company response

The Income Tax Department conducted the search at Prime Focus's Mumbai premises. The company acknowledged the development and confirmed its full cooperation with the authorities throughout the process.

Prime Focus further stated that the search has had no impact on its day-to-day operations, providing assurance that business continuity has been maintained during the proceedings.