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.

Prime Focus Limited's Board of Directors has approved a significant corporate guarantee to support its subsidiary's financing requirements. The board meeting held on March 30, 2026, resulted in the approval of a corporate guarantee of up to Rs 1,000 million in favor of ICICI Bank Limited.

Corporate Guarantee Details

The guarantee is designed to secure a term loan facility for DNEG India Media Services Limited, which is an unlisted material subsidiary of Prime Focus Limited. The comprehensive guarantee structure covers multiple components to ensure complete security for the lending institution.

Regulatory Compliance and Disclosure

The decision was made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The board meeting commenced at 10:30 a.m. and concluded at 11:00 a.m., with all necessary regulatory disclosures being made to both NSE and BSE.

Transaction Structure and Impact

The corporate guarantee represents a strategic financial support mechanism for the subsidiary's business operations. Key aspects of the transaction include the absence of promoter group interest and the arm's length nature of the arrangement.

Financial Implications

The corporate guarantee will create a contingent liability for Prime Focus Limited, but only to the extent of facilities actually availed by DNEG India Media Services Limited. Currently, there is no immediate financial impact on the parent company, as the liability remains contingent upon the subsidiary's utilization of the loan facility and any potential default scenarios.

The guarantee terms and conditions will be mutually agreed upon between the parties, ensuring that the arrangement serves the best interests of both the subsidiary's financing needs and the parent company's risk management objectives.