5327482026-09-232026-09-235327482026-09-235327482026-09-232026-09-23PartiesOfTheAgreementDomain15327482026-09-23PartiesOfTheAgreementDomain15327482026-09-232026-09-23PartiesOfTheAgreementDomain25327482026-09-23PartiesOfTheAgreementDomain25327482026-09-232026-09-23PartiesOfTheAgreementDomain35327482026-09-23PartiesOfTheAgreementDomain35327482026-09-232026-09-23PartiesOfTheAgreementDomain45327482026-09-23PartiesOfTheAgreementDomain45327482026-09-232026-09-23PartiesOfTheAgreementDomain55327482026-09-23PartiesOfTheAgreementDomain55327482026-09-232026-09-23PartiesOfTheAgreementDomain65327482026-09-23PartiesOfTheAgreementDomain6xbrli:purexbrli:sharesiso4217:INRxbrli:sharesPRIME FOCUS LIMITEDPFOCUSNewAgreements entered into has an impact on the management or control of the listed entity or impose any restriction or create any liability upon the listed entityExecution of agreementOthersTwo Material Unlisted Subsidiaries and One Indirect Subsidiary of the Listed Entity,Prabhu Narasimhan and certain investors (unrelated parties of the listed entity)true2026-09-2308:00:00false2026-09-23The Company has received intimations from its material subsidiaries, Brahma AI Holdings Limited and Brahma AI Services India Limited, and its step-down subsidiary, Double Negative Holdings Limited UK under Regulation 30A of the Listing Regulations on September 23, 2026 that Brahma AI Holdings Limited and Brahma AI Services India Limited propose to enter into agreements to receive investments from Multiples Private Equity Gift Fund IV and Multiples Private Equity Fund IV (collectively referred to as Multiples respectively). Multiples in aggregate will invest USD 100 million in Brahma AI Holdings Limited and Brahma AI Services India Limited, as Multiples Private Equity Gift Fund IV proposes to subscribe to CCPS of Brahma AI Holdings Limited for an aggregate subscription amount of USD 54,356,600, and Multiples Private Equity Fund IV proposes to subscribe to CCPS of Brahma AI Services India Limited for an aggregate subscription amount in INR equivalent to USD 45,643,400. For this purpose, the relevant parties propose to enter into certain agreements, inter alia, with Brahma AI Holdings Limited, Brahma AI Services India Limited and Double Negative Holdings Limited. The Company has been also informed that the broader proposed fundraising round as part of the round led by Multiples is targeted at USD 150 million, of which the Multiples aggregate proposed investment is USD 100 million 2026-09-23trueNone there will be no impact on management or control of the Company.On completion of the Proposed Transaction, certain arrangements will come into effect to separate the governance of the Brahma Group from the DNEG Group, among others, such that the Brahma Group is able to operate as a standalone entity separate from the DNEG Group.Further, following the implementation of the arrangements as set out above on the completion of the Proposed Transaction, the Company will cease to exercise control over Brahma AI Holdings Limited, and will also consequently cease to exercise control over Brahma AI Services India Limited following the completion of the acquisition of its equity shares by Brahma AI Holdings Limited pursuant to the SPA though it will continue holding economic ownership of 65.67% in Brahma AI Holdings Limited. As a result of the above, Brahma AI Holdings Limited, Brahma AI Services India Limited and the other entities in the Brahma Group will no longer be regarded as subsidiaries of Prime Focus Limited.6Double Negative Holdings LimitedParty entering into the agreementDouble Negative Holdings Limited is 100% held by DNEG S.a.r.l which in turn is a material subsidiary of the companytruestep-down subsidiary and Group CompanyBrahma AI Holdings LimitedParty entering into the agreementDouble Negative Holdings Limited holds 89.27% fully diluted of issued share capital of Brahma AI Holdings LimitedtrueMaterial Subsidiary and Group CompanyBrahma AI Services India LimitedParty entering into the agreementBrahma AI Services India Limited is a subsidiary of DNEG S.a.r.l as at the date hereof, the equity shares of Brahma AI Services India Limited are proposed to be acquired by Brahma AI Holdings Limited pursuant to the share purchase agreement dated April 1, 2026 entered into by DNEG S.a.r.l. and Brahma AI Holdings Limited SPA subject to its terms and conditions including satisfaction of the conditions precedent;trueMaterial Subsidiary and Group CompanyPrabhu NarasimhanParty entering into the agreementPrabhu Narasimhan holds 11,651,728 equity shares of the Prime Focus Limited as the date of this disclosure. Except as stated above Prabhu Narasimhan does not hold any shares of Double Negative Holdings Limited, Brahma AI Holdings Limited, Brahma AI Services India Limited, Multiples Private Equity Gift Fund IV,Multiples Private Equity Fund IV or DNEG S.a.r.l.116517280.015trueMr. Prabhu Narasimhan is Director in Brahma AI Holdings LimitedMultiples Private Equity Gift Fund IVCounterparties to the agreementMultiples Private Equity Gift Fund IV is not related to the company and do not hold any shares in the company as at the date of this disclosure.falseNAMultiples Private Equity Fund IVCounterparties to the agreementMultiples Private Equity Fund IV are not related to the company and do not hold any shares in the company as at the date of this disclosure.falseNAfalse2026-09-23The relevant subscription agreements and other transaction documents have been executed and certain additional transaction documents (will be executed at or prior to the completion) with respect to the proposed investment by Multiples Private Equity Gift Fund IV and Multiples Private Equity Fund IV into Brahma AI Holdings Limited and Brahma AI Services India Limited, respectively, by way of subscription of compulsorily convertible preference shares to be issued by Brahma AI Holdings Limited and Brahma AI Services India Limited, respectively Proposed Transaction, and to record the terms and conditions of the Proposed Transaction. As part of the Proposed Transaction, to facilitate the ability of Brahma AI Holdings Limited and its subsidiaries including Brahma AI Services India Limited, upon completion of the acquisition of its equity shares by Brahma AI Holdings Limited pursuant to the SPA as defined below jointly the Brahma Group to operate as a standalone entity separate from DNEG S.a.r.l. and its subsidiaries, excluding the Brahma Group, and its direct and indirect holding companies jointly the DNEG Group certain arrangements have been agreed to effect such separation details of which are set out in point e of Annexure A of the Companys Disclosure dated September 23, 2026. As part of the Proposed Transaction, it is contemplated that compulsorily convertible preference shares held by Multiples Private Equity Fund IV in Brahma AI Services India Limited, will be exchanged and swapped with the shares of Brahma AI Holdings Limited, after receiving all required regulatory approvals and as per the applicable laws. Upon occurrence of this, Brahma AI Holdings Limited will become the sole legal and beneficial owner of Brahma AI Services India Limited shares and in turn become the 100% shareholder of the paid-up share capital of Brahma India and also consolidating Multiples investment at Brahma AI Holdings Limited level so that Multiples collective shareholding at Brahma Holdings Limited is 5% equivalent to 10.9% voting rights at Brahma AI Holdings Limited. Till then, voting rights attaching to Brahma AI Holdings Limited and Multiples Private Equity Fund IV respective holdings in Brahma AI Services India Limited will be exercised in the same manner as the voting rights exercised by the holders of the majority of Brahma AI Services India Limiteds equity shares subject to the relevant agreements.Following the implementation of the aforesaid arrangements on the completion of the Proposed Transaction, the Company will cease to exercise control over Brahma AI Holdings Limited, and will also consequently cease to exercise control over Brahma AI Services India Limited following the completion of the acquisition of its equity shares by Brahma AI Holdings Limited pursuant to the SPA though it will indirectly through Double Negative Holdings Limited, its step-down subsidiary continue to own 65.67% shareholding in Brahma AI Holdings Limited on a fully diluted basis and 65.67% shareholding in Brahma AI Services India Limited on a fully diluted basis towards their economic interests. As a result of the above, Brahma AI Holdings Limited, Brahma AI Services India Limited and the other entities in the Brahma Group will no longer be regarded as subsidiaries of the company.Broadly, the key terms of the transaction documents executed and to be executed at completion of the Proposed Transaction are set out below (i) Multiples has agreed to subscribe for compulsorily convertible preference shares in Brahma AI Holdings Limited for an aggregate subscription amount of USD 54,356,600 United States Dollars Fifty Four Million Three Hundred Fifty Six Thousand and Six Hundred (ii) Multiples Domestic Fund has agreed to subscribe for such number of compulsorily convertible preference shares in Brahma AI Services India Limited rounded down to the nearest whole shares as is determined by dividing the aggregate subscription amount of USD 45,643,400 United States Dollars Forty Five Million Six Hundred Forty Three Thousand and Four Hundred converted into Indian Rupees using the applicable exchange rate, by INR 1,909.77 Indian Rupees One Thousand Nine Hundred Nine and Paise Seventy Seven (iii) Other arrangements as a part of the Proposed Transaction, include a) capping of voting rights over the shares of Brahma AI Holdings Limited held by the company indirectly through Double Negative Holdings Limited, its step-down subsidiary to not more than 24.99% of the total voting capital by conversion of all the existing Class A shares held by Double Negative Holdings Limited i.e 181,818,182 Class A shares into Class C shares and b) the Prabhu Narasimhan shall have the right to appoint a majority of directors on the board of directors of Brahma AI Holdings Limited 3 three out of 6 six, and Double Negative Holdings Limited , its step-down subsidiary will have the right to appoint 1 one director for as long as it holds more than 50% fifty percent of the Class C shares of Brahma AI Holdings Limited in issue (iv) Multiples shall have the right to appoint 1 one director on the board of directors of Brahma AI Holdings Limited for as long as Multiples, together with its affiliates, holds 51% fifty-one percent of the compulsorily convertible preference shares issued to it and Multiples Domestic Fund as part of the completion of the Proposed Transaction (and for the purposes of such determination, the compulsorily convertible preference shares in Brahma India will be treated as if they were compulsorily convertible preference shares in Brahma AI Holdings Limited (v) As part of the Proposed Transaction, it is contemplated that compulsorily convertible preference shares held by Multiples Private Equity Fund IV in Brahma AI Services India Limited, will be exchanged and swapped with the shares of Brahma AI Holdings Limited, after receiving all required regulatory approvals and as per the applicable laws. Upon occurrence of this, Brahma AI Holdings Limited will become the sole legal and beneficial owner of Brahma AI Services India Limited shares and in turn become the 100% shareholder of the paid-up share capital of Brahma AI Services India Limited and also consolidating Multiples investment at Brahma AI Holdings Limited level so that Multiples collective shareholding at BHL is 5% equivalent to 10.9% voting rights at Brahma AI Holdings Limited. Till then, voting rights attaching to Brahma AI Holdings Limited and Multiples Private Equity Fund IV respective holdings in Brahma India will be exercised in the same manner as the voting rights exercised by the holders of the majority of Brahma Indias equity shares, subject to the relevant agreements (vi) The completion of the Proposed Transaction is subject to several conditions precedent, including, but not limited to, receipt of requisite approvals from the shareholders of PFL under applicable laws including the Listing Regulations and truecompulsorily convertible preference shares1909.77Please refer to the significant terms of the agreement as provided above1. purpose of entering into the agreement-As a consequence of the Proposed Transaction and upon the completion of the Proposed Transaction a the company will cease to control Brahma AI Holdings Limited and, indirectly, Brahma AI Services India Limited, although the Companys direct and indirect shareholding will remain above 50% in Brahma AI Holdings Limited, that is, 65.67% and 65.67% shareholding in Brahma AI Services India Limited b Brahma AI Holdings Limited and Brahma AI Services India Limited will also cease to be subsidiaries as per the Companies Act, 2013, and consequently cease to be material subsidiaries, however, these material subsidiaries will thereafter become associate companies of PFL, and the company will also indirectly continue through DNEG Holdings, its step-down subsidiary continue to own 65.67% shareholding in Brahma AI Holdings Limited on a fully diluted basis and 65.67% shareholding in Brahma AI Services India Limited on a fully diluted basis, towards their economic interests. <BR> <BR> Significatnt terms of the Agreement (in breif special rights like right to appoint Director,first right to share subscription in case of issuance of shares, right to restrict any change i capital structure etc - Among others, the aforementioned transaction documents include will include customary provisions relating to representations and warranties stand still covenants restrictive covenants information rights, pre-emptive rights and anti-dilution rights reserved matters and voting rights indemnities, transfer restrictions and exit rights as applicable.