5327482026-10-165327482026-10-162026-10-16RelatedPartyTransactionDomain15327482026-10-162026-10-16RelatedPartyTransactionDomain25327482026-10-162026-10-16RelatedPartyTransactionDomain35327482026-10-162026-10-16ResolutionOrAgendaDomain15327482026-10-16ResolutionOrAgendaDomain15327482026-10-162026-10-16ResolutionOrAgendaDomain25327482026-10-16ResolutionOrAgendaDomain25327482026-10-162026-10-16ResolutionOrAgendaDomain35327482026-10-16ResolutionOrAgendaDomain35327482026-10-162026-10-16ResolutionOrAgendaDomain45327482026-10-16ResolutionOrAgendaDomain4iso4217:INRxbrli:purePrime Focus LimitedPFOCUSNew2026-10-1619:25:002026-10-16Extra-ordinary MeetingVideo Conference (VC) or Other Audio-Visual Means (OAVM)1Saturday2026-11-0712:30:00Mumbai41. Resolution No.2-To consider and approve material related party transaction between DNEG S.à.r.l., an unlisted material subsidiary of the Company and Brahma AI Holdings Limited, an unlisted material subsidiary of the Company- In this resolution the value of transaction is mentioned as INR 0.00 because the value of the Proposed Framework RPT is presently indeterminable, as the amounts, if any, payable by DNEG S.a.r.l under the Framework Deed will depend upon the nature and extent of the Indemnified Liabilities (as defined therein) and the crystallization of the corresponding payment obligations. Considering the aforesaid the aggregate value of the transaction(s) covered by this approval may or may not exceed the prescribed materiality thresholds under the Listing Regulations as applicable from time to time, however, as matter of good corporate practice, approval is being sought from the members of the Company, for such amounts as may become payable from time to time in accordance with the Framework Deed, subject to the limitations, exclusions and payment provisions set out therein, in the event the same may breach the materiality thresholds. <BR> <BR> 2 Resolution No .3-To consider and approve material related party transaction between Double Negative Holdings Limited, an unlisted subsidiary of the Company and Brahma AI Holdings Limited, an unlisted material subsidiary of the Company- The value of the Proposed SHA RPT is mentioned as INR 0.00 because it is presently indeterminable; as the amounts, if any, payable by Double Negative Holdings limited under the SHA will depend on the relevant Tax liability, interest, penalties and costs. The proposed SHA does not state a financial cap for the Tax liability and the crystallization of the corresponding payment obligations. Considering the aforesaid the aggregate value of the transaction(s) covered by this approval may or may not exceed the prescribed materiality thresholds under the Listing Regulations as applicable from time to time, however, as matter of good corporate practice, approval is being sought from the members of the Company, for such amounts as may become payable from time to time in accordance with the SHA, subject to the limitations, exclusions and payment provisions set out therein, in the event the same may breach the materiality thresholds. <BR> <BR> DNEG S.a.r.l.Brahma AI Holdings LimitedSubsidiary of the CompanyAny other transactionDNEG S.a.r.l (“DNEG Parent”), an unlisted material subsidiary of the Company and Brahma Holdings, an unlisted material subsidiary of the Company are entering into the Ancillary Framework Deed with Brahma Holdings, Brahma India, Multiples, pursuant to which DNEG Parent shall, inter alia, undertake indemnity obligations in favour of Brahma Holdings, (for itself and as agent for each Brahma Group Company (as defined in the Framework Deed), for any Indemnified Liability (as defined in the Framework Deed), for such amounts as may become payable from time to time in accordance with the Framework Deed02026-11-072033-11-06Subject to certain conditions, DNEG Parent, Brahma AI Holdings Limited, Brahma AI Services India Limited and certain other parties will enter to the ancillary framework deed (“Framework Deed”) on 07-11-2026. DNEG Parent shall not be liable under the Framework Deed in respect of any liability notified to DNEG Parent more than 7 (seven) years after the date of the Framework Deed.Double Negative Holdings LimitedBrahma AI Holdings LimitedSubsidiary of the CompanyAny other transactionproposed material related party transaction arising from entry and performance by Double Negative Holdings Limited, an unlisted subsidiary of the Company (“DNEG Holdings”), of the shareholders’ agreement relating to Brahma AI Holdings Limited, an unlisted material subsidiary of the Company (“Brahma Holdings”) in connection with the proposed entry, execution and performance by DNEG Holdings, Brahma Holdings, Multiples Private Equity Gift Fund IV, Multiples Private Equity Fund IV and Mr. Prabhu Narasimhan (“SHA”), pursuant to which DNEG Holdings, in its capacity as a shareholder of Brahma Holdings and a party to the SHA, inter alia agrees to indemnify certain parties including Brahma Holdings and each Group Company (as defined in the SHA) on an after-Tax basis (as defined in the SHA) against any liability in respect of Tax (as defined in the SHA) required under applicable law to be withheld, deducted or paid on behalf of, or with respect to, DNEG Holdings, on the terms set out in the SHA and other obligations as provided thereunder.02026-11-072026-11-07Subject to certain conditions, DNEG Holdings and certain other parties will enter to the SHA on 07-11-2026. DNEG Holdings liability under the SHA pursuant to indemnity it has provided therein to certain parties including Brahma Holdings and each Group Company (as defined in the SHA) on an after-Tax basis (as defined in the SHA) against any liability in respect of Tax (as defined in the SHA) is not capped by time.DNEG S.a.r.l.Brahma AI Holdings LimitedSubsidiary of the CompanyAny other transactionThe proposed material related party transaction between DNEG S..r.l . (“DNEG Parent”) and Brahma AI Holdings Limited (“Brahma Holdings”), in the form placed before the Board, which is expected to result in the transaction value exceeding the applicable materiality thresholds under the Listing Regulations26566977252026-11-072035-03-31The amount of yearly annual fees payable by DNEG Parent to Brahma Holdings during the tenure of the arrangement is the higher of: (a) average number of seats in that year multiplied by USD 3,500; (b) USD 28,000,000; and (c) 4% of DNEG Parent’s annual gross revenue (excluding physical production and investment income in that same year.Special ResolutionOthersOthersCesation of Exercise Control over Subsidiary CompaniesTo consider and approve the cessation to exercise control over Brahma AI Holdings Limited (“Brahma Holdings”) and consequently, over Brahma AI Services India Limited, the unlisted material subsidiaries of the CompanyOrdinary ResolutionRelated Party TransactionTo consider and approve material related party transaction between DNEG S.à.r.l., an unlisted material subsidiary of the Company and Brahma AI Holdings Limited, an unlisted material subsidiary of the Company.Ordinary ResolutionRelated Party TransactionTo consider and approve material related party transaction between Double Negative Holdings Limited, an unlisted subsidiary of the Company and Brahma AI Holdings Limited, an unlisted material subsidiary of the CompanyOrdinary ResolutionRelated Party TransactionTo approve the material related party transaction for Platform License Arrangement between DNEG S.à.r.l. and Brahma AI Holdings Limited