Meeting Details

  • Date: Saturday, November 7, 2026
  • Time: 12:30 p.m. IST
  • Location: Conducted through Video Conferencing/Other Audio Visual Means (VC/OAVM)
  • Type: Extra-Ordinary General Meeting
  • Cut-off date for eligibility: Saturday, October 31, 2026
  • Deemed venue: Registered Office of the Company at Prime Focus House, Opp. CITI Bank, Linking Road, Khar (West), Mumbai-400052

Proposed Resolutions and Implications

Item No. 1: Special Resolution - Cessation of Control over Brahma AI Holdings Limited and Brahma AI Services India Limited

  • Seeks approval for transfer of shares in Brahma AI Services India Limited from DNEG S.à.r.l to Brahma AI Holdings Limited
  • Approval for subscription by Multiples Private Equity Gift Fund IV and Multiples Private Equity Fund IV to compulsorily convertible preference shares
  • Company's voting rights in Brahma Holdings will reduce from 89.27% to 24.99%
  • Company will have right to appoint only 1 director out of 6 directors
  • Despite maintaining 65.67% economic interest, the companies will cease to be subsidiaries and become associate companies
  • Multiples will invest USD 100 million (part of broader USD 150 million fundraising round)
  • Requires special resolution under Regulation 24(5) of SEBI Listing Regulations

Item No. 2: Ordinary Resolution - Material Related Party Transaction (Framework Deed)

  • DNEG S.à.r.l to provide indemnity obligations to Brahma Holdings under Ancillary Framework Deed
  • Covers indemnified liabilities for 7 years from date of Framework Deed
  • Transaction value indeterminable as it depends on nature and extent of indemnified liabilities
  • Requires ordinary resolution under Regulation 23(4) of SEBI Listing Regulations

Item No. 3: Ordinary Resolution - Material Related Party Transaction (Shareholders' Agreement)

  • Double Negative Holdings Limited to provide tax indemnity under Shareholders' Agreement
  • Covers tax withholding obligations under applicable law
  • Transaction value indeterminable as it depends on tax liability crystallization
  • Requires ordinary resolution under Regulation 23(4) of SEBI Listing Regulations

Item No. 4: Ordinary Resolution - Material Related Party Transaction (Platform License)

  • DNEG S.à.r.l to enter into 10-year platform license arrangement with Brahma Holdings
  • Annual fee: higher of (a) average seats × USD 3,500, (b) USD 28,000,000, or (c) 4% of DNEG Parent's annual gross revenue
  • Fee review every three years
  • Expected to exceed materiality thresholds under Listing Regulations
  • Requires ordinary resolution under Regulation 23(4) of SEBI Listing Regulations

Voting Process and Methods

  • Remote e-voting period: November 3, 2026 (9:00 a.m. IST) to November 6, 2026 (5:00 p.m. IST)
  • E-voting service provider: Central Depository Services (India) Limited (CDSL)
  • Physical attendance dispensed with - meeting conducted entirely through VC/OAVM
  • Proxy facility not available for this EOGM
  • Members can vote during meeting if they haven't voted remotely
  • Institutional members must send authorization documents to scrutinizer

Key Voting Outcomes and Participation

  • Voting rights proportional to shareholding as on cut-off date (October 31, 2026)
  • Scrutinizer: Mr. Harshvardhan Tarkas, Practicing Company Secretary (Membership No. ACS-30701, CP No.-24169)
  • Scrutinizer to issue consolidated report after meeting
  • Results to be placed on company website (www.primefocus.com) and CDSL website (www.evotingindia.com)
  • Results to be forwarded to BSE Limited and National Stock Exchange of India Limited

Compliance with Laws and Regulations

  • Conducted in compliance with Companies Act, 2013 and rules thereunder
  • Following SEBI Listing Regulations and circulars issued by MCA and SEBI
  • Following MCA General Circular Nos. 14/2020, 17/2020, and subsequent circulars including 03/2025
  • Following SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024
  • Compliance with Secretarial Standards-2 on General Meetings

Signatories and Roles

  • Parina Shah - Company Secretary & Compliance Officer
  • Digitally signed by Parina Nirav Shah on October 16, 2026
  • Mr. Harshvardhan Tarkas - Scrutinizer appointed for e-voting process

Additional Financial and Operational Information

  • The transaction involves Multiples Private Equity funds investing USD 100 million
  • Brahma Holdings had received indications of demand for additional USD 150 million
  • Post-transaction, PFL will maintain 65.67% economic interest in both Brahma Holdings and Brahma India
  • DNEG Parent financials (2025-26): Turnover INR 61 crores, PAT INR 46 crores, Net worth INR 2,658 crores
  • Brahma Holdings financials (2025-26): PAT loss of INR (2.73) crores, Net worth INR 1,863.99 crores
  • The company has no shareholders holding shares in physical form