Prime Focus MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 30 Sep 2026, 8 fund houses so far (houses' deadline to file 15 Oct 2026)

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt (a)the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and Auditors thereon and (b)the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026 together with the Report of the Auditors thereon.MoreLess

  8 for0 against
• To appoint a Director in place of Mr. Naresh Malhotra (DIN: 00004597), Director who retires by rotation and being eligible, offers himself for re-appointment.

  8 for0 against
• To consider and approve alteration of Articles of Association of the Company.

  8 for0 against
• To consider and approve material related party transaction between DNEG S.a.r.l. (“DNEG”) and Brahma AI Holdings Limited (“Brahma”) for transfer of the entire equity shareholding of Brahma AI Services India Limited (formerly known as Prime Focus Technologies Limited) held by DNEG to Brahma.MoreLess

  8 for0 against
• To consider and approve related party transaction between Brahma AI Services India Limited (formerly known as Prime Focus Technologies Limited) (Brahma India) and DNEG S.a.r.l. (DNEG) for transfer of the entire equity shareholding of Prime Focus Technologies Inc. (PFT US) held by Brahma India to DNEG.MoreLess

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Navi Mutual Fund

  • Angel One Mutual Fund, Edelweiss Mutual Fund, Navi Mutual FundGovernance and Transparency Concern: No clarity on the valuation arrived at for the Transaction.
  • ICICI Prudential Mutual FundThere is inadequate disclosure regarding the basis of determination of the arm’s length pricing i.e. the proposed consideration and no Clarity on Valuation. The Company has not disclosed the basis for arriving at the proposed consideration. While the transaction is stated to be part of an internal group restructuring, shareholders have not been provided adequate information regarding the basis for arriving at the consideration value. Hence, in the absence of such disclosures, shareholders may not be able to make an informed decision. In view of the inadequate disclosure regarding the basis of determination of the arm’s length pricing i.e. the proposed consideration, there maybe a governance and transparency concern on the proposed resolution. Hence the AMC has voted against the resolution.

  4 for4 against
• To approve payment of remuneration to Non-Executive Directors (including Independent Directors) of the Company.

  ›Against Angel One Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance & Transparency concern: Inadequate disclosures; the Company has not provided adequate justification for the significant proposed remuneration/commission limits. Further, remuneration proposed to be paid to Independent Directors appears to be on the higher side considering the size and performance of the Company.
  • DSP Mutual Fund, Jio BlackRock Mutual FundThe company proposes to pay remuneration to Non-Executive Directors, including Independent Directors, upto Rs. 20.0 mn each for three years from 1 April 2026 in addition to sitting fees. The company has not paid any remuneration to Non-Executive Directors in the previous five years, except sitting fees. We raise concern that the proposed remuneration is high. We expect the company to benchmark the pay with NIFTY50 median remuneration. Further, since this is a special resolution, the remuneration can exceed regulatory thresholds. Given these concerns, we do not support this resolution.
  • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. Governance & Transparency concern: Inadequate disclosures; the Company has not provided adequate justification for the significant proposed remuneration/commission limits. Further, remuneration proposed to be paid to IDs appears to be on the higher side considering the size and performance of the Company
  • ICICI Prudential Mutual FundThe company proposes to pay remuneration to Non-Executive Directors, including Independent Directors, upto Rs. 20.0 mn each for three years from 1 April 2026 in addition to sitting fees. The company has not paid any remuneration to Non-Executive Directors in the previous five years, except sitting fees. The AMC raises concern that the proposed remuneration is high. The company must benchmark the pay with NIFTY50 median remuneration. Further, since this is a special resolution, the remuneration can exceed regulatory thresholds. Given these concerns, the AMC has voted against the resolution.

  2 for6 against
• To approve the change in designation of Mr. Namit Naresh Malhotra (DIN: 00004049) from a Non-Executive Director to Whole-time Director.

  ›Against Angel One Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, Navi Mutual Fund, SBI Mutual Fund

  • Angel One Mutual FundGovernance & transparency concern: Low attendance on an aggregate basis in Board meetings & Risk Management Committee meetings held during the past three years and no compelling reason provided for leave of absence (In previous capacity as a Non-Executive Director).
  • DSP Mutual Fund, Jio BlackRock Mutual Fund, SBI Mutual FundNamit Naresh Malhotra, 50, is founder of Prime Focus Group and part of promoter family. He is the son of Naresh Malhotra, Chairperson and Whole Time Director. Previously, he was associated with the board as Non-Executive Non-Independent Director since 14 February 2019. He attended four out of eight (50%) board meetings held in FY26, two out of five (40%) board meetings in FY25 and three out of seven (43%) board meetings in FY24. His three year average attendance is 45%. We expect directors to attend all board meetings or, at a minimum, maintain 75% attendance over a rolling three-year period. The company states that his association as a Whole-time director will be beneficial to and in the company’s interest, and also that he will not receive any remuneration for his role. Given his low attendance, we do not support this resolution.
  • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. No issues on the merits of the proposed appointee. Governance & transparency concern: Low attendance on an aggregate basis in Board meetings & Risk Management Committee meetings held during the past three years and no compelling reason provided for leave of absence (In previous capacity as a NED).
  • ICICI Prudential Mutual FundNamit Naresh Malhotra, 50, is founder of Prime Focus Group and part of promoter family. He is the son of Naresh Malhotra, Chairperson and Whole Time Director. Previously, he was associated with the board as Non-Executive Non-Independent Director since 14 February 2019. He attended four out of eight (50%) board meetings held in FY26, two out of five (40%) board meetings in FY25 and three out of seven (43%) board meetings in FY24. His three year average attendance is 45%.The AMC expects directors to attend all board meetings or, at a minimum, maintain 75% attendance over a rolling three-year period. The company states that his association as a Whole-time director will be beneficial to and in the company’s interest, and also that he will not receive any remuneration for his role. Given his low attendance, the AMC has voted against the resolution.

  1 for7 against
• To approve material related party transaction(s) between the Company and certain Identified Related Parties of the Company.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance and Transparency Concern: Concerns are identified on account of the proposed limit being significantly higher than the present financial capacity of the Company and also, the related party and there being no adequate explanation on how the proposed limit will be sustained by the respective entity involved.
  • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. Governance and Transparency Concern: Concerns are identified on account of the proposed limit being significantly higher than the present financial capacity of the Company and also, the related party and there being no adequate explanation on how the proposed limit will be sustained by the respective entity involved
  • ICICI Prudential Mutual FundWhere the proposed limit for a transaction is significantly higher than the utilisation of the approved limit in the previous period, the Company should provide specific and adequate justification for such an increase. An assessment of the relationship between the previously approved limit, actual utilisation, and the proposed limit is essential for shareholders to understand the necessity and fairness of the proposed arrangement. The AMC is not opposed to seeking higher limits per se; however, sufficient information should be provided to evaluate the basis for such limits. Under all of the resolutions the proposed limits are significantly higher than actual transactions undertaken in the past, further in multiple instances, the proposed limits have been increased over previous year limits despite the Company not utilising significant portion of the limit. The quantum of proposed RPT is not in line with the quantum of previous year RPTs. Therefore, there is a governance and transparency concern with the same. Thus, the AMC has voted against the resolution.

  3 for4 against
• To approve material related party transaction(s) between DNEG S.A.R.L., a subsidiary of the Company and certain Identified Related Parties of the Company.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance and Transparency Concern: Concerns are identified on account of the proposed limit being significantly higher than the present financial capacity of the Company and also, the related party and there being no adequate explanation on how the proposed limit will be sustained by the respective entity involved.
  • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. Governance and Transparency Concern: Concerns are identified on account of the proposed limit being significantly higher than the present financial capacity of the Company and also, the related party and there being no adequate explanation on how the proposed limit will be sustained by the respective entity involved
  • ICICI Prudential Mutual FundWhere the proposed limit for a transaction is significantly higher than the utilisation of the approved limit in the previous period, the Company should provide specific and adequate justification for such an increase. An assessment of the relationship between the previously approved limit, actual utilisation, and the proposed limit is essential for shareholders to understand the necessity and fairness of the proposed arrangement. The AMC is not opposed to seeking higher limits per se; however, sufficient information should be provided to evaluate the basis for such limits. Under all of the resolutions the proposed limits are significantly higher than actual transactions undertaken in the past, further in multiple instances, the proposed limits have been increased over previous year limits despite the Company not utilising significant portion of thelimit. The quantum of proposed RPT is not in line with the quantum of previous year RPTs. Therefore, there is a governance and transparency concern with the same. Thus, the AMC has voted against the resolution.

  4 for4 against
• To approve material related party transaction(s) between Double Negative Limited, a subsidiary of the Company and certain Identified Related Parties of the Company.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance and Transparency Concern: No clarity on how fixed assets fall under the ordinary course of business; Further, governance and transparency concerns are identified on account of the proposed limit being significantly higher than the present financial capacity of the Company and also, the related party and there being no adequate explanation on how the proposed limit will be sustained by the respective entity involved.
  • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. Governance and Transparency Concern: No clarity on how fixed assets fall under the ordinary course of business; Further, governance and transparency concerns are identified on account of the proposed limit being significantly higher than the present financial capacity of the Company and also, the related party and there being no adequate explanation on how the proposed limit will be sustained by the respective entity involved
  • ICICI Prudential Mutual FundWhere the proposed limit for a transaction is significantly higher than the utilisation of the approved limit in the previous period, the Company should provide specific and adequate justification for such an increase. An assessment of the relationship between the previously approved limit, actual utilisation, and the proposed limit is essential for shareholders to understand the necessity and fairness of the proposed arrangement. The AMC is not opposed to seeking higher limits per se; however, sufficient information should be provided to evaluate the basis for such limits. Under all of the resolutions the proposed limits are significantly higher than actual transactions undertaken in the past, further in multiple instances, the proposed limits have been increased over previous year limits despite the Company not utilising significant portion of the limit. The quantum of proposed RPT is not in line with the quantum of previous year RPTs. Therefore, there is a governance and transparency concern with the same. Thus, the AMC has voted against the resolution.

  3 for4 against
• To approve material related party transaction(s) between Double Negative Montreal Productions Limited, a subsidiary of the Company and certain Identified Related Parties of the Company.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance and Transparency Concern: Concerns are identified on account of the proposed limit being significantly higher than the present financial capacity of the Company and also, the related party and there being no adequate explanation on how the proposed limit will be sustained by the respective entity involved.
  • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. Governance and Transparency Concern: Concerns are identified on account of the proposed limit being significantly higher than the present financial capacity of the Company and also, the related party and there being no adequate explanation on how the proposed limit will be sustained by the respective entity involved
  • ICICI Prudential Mutual FundWhere the proposed limit for a transaction is significantly higher than the utilisation of the approved limit in the previous period, the Company should provide specific and adequate justification for such an increase. An assessment of the relationship between the previously approved limit, actual utilisation, and the proposed limit is essential for shareholders to understand the necessity and fairness of the proposed arrangement. The AMC is not opposed to seeking higher limits per se; however, sufficient information should be provided to evaluate the basis for such limits. Under all of the resolutions the proposed limits are significantly higher than actual transactions undertaken in the past, further in multiple instances, the proposed limits have been increased over previous year limits despite the Company not utilising significant portion of the limit. The quantum of proposed RPT is not in line with the quantum of previous year RPTs. Therefore, there is a governance and transparency concern with the same. Thus , the AMC has voted against the resolution.

  4 for4 against
• To approve material related party transaction(s) between Brahma AI Services India Limited (formerly Prime Focus Technologies Limited), a subsidiary of the Company and certain Identified Related Parties of the Company.MoreLess

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance and Transparency Concern: Concerns are identified on account of the proposed limit being significantly higher than the present financial capacity of the Company and also, the related party and there being no adequate explanation on how the proposed limit will be sustained by the respective entity involved.
  • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. Governance and Transparency Concern: Concerns are identified on account of the proposed limit being significantly higher than the present financial capacity of the Company and also, the related party and there being no adequate explanation on how the proposed limit will be sustained by the respective entity involved
  • ICICI Prudential Mutual FundWhere the proposed limit for a transaction is significantly higher than the utilisation of the approved limit in the previous period, the Company should provide specific and adequate justification for such an increase. An assessment of the relationship between the previously approved limit, actual utilisation, and the proposed limit is essential for shareholders to understand the necessity and fairness of the proposed arrangement. The AMC is not opposed to seeking higher limits per se; however, sufficient information should be provided to evaluate the basis for such limits. Under all of the resolutions the proposed limits are significantly higher than actual transactions undertaken in the past, further in multiple instances, the proposed limits have been increased over previous year limits despite the Company not utilising significant portion of the limit. The quantum of proposed RPT is not in line with the quantum of previous year RPTs. Therefore, there is a governance and transparency concern with the same. Thus w the AMC has voted against the resolution.

  4 for4 against
• To approve material related party transaction(s) between Brahma AI Services UK Limited (formerly Metaphysic Limited), a subsidiary of the Company and certain Identified Related Parties of the Company.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance and Transparency Concern: No clarity on how fixed assets fall under the ordinary course of business; Further, governance and transparency concerns are identified on account of the proposed limit being significantly higher than the present financial capacity of the Company and also, the related party and there being no adequate explanation on how the proposed limit will be sustained by the respective entity involved.
  • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. Governance and Transparency Concern: No clarity on how fixed assets fall under the ordinary course of business; Further, governance and transparency concerns are identified on account of the proposed limit being significantly higher than the present financial capacity of the Company and also, the related party and there being no adequate explanation on how the proposed limit will be sustained by the respective entity involved
  • ICICI Prudential Mutual FundWhere the proposed limit for a transaction is significantly higher than the utilisation of the approved limit in the previous period, the Company should provide specific and adequate justification for such an increase. An assessment of the relationship between the previously approved limit, actual utilisation, and the proposed limit is essential for shareholders to understand the necessity and fairness of the proposed arrangement The AMC is not opposed to seeking higher limits per se; however, sufficient information should be provided to evaluate the basis for such limits. Under all of the resolutions the proposed limits are significantly higher than actual transactions undertaken in the past, further in multiple instances, the proposed limits have been increased over previous year limits despite the Company not utilising significant portion of the limit. The quantum of proposed RPT is not in line with the quantum of previous year RPTs. Therefore, there is a governance and transparency concern with the same. Thus the MC has voted against the resolution.

  4 for4 against
• To approve material related party transaction(s) between Brahma AI Holdings Limited, a subsidiary of the Company and certain Identified Related Parties of the Company.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance and Transparency Concern: Concerns are identified on account of the proposed limit being significantly higher than the present financial capacity of the Company and also, the related party and there being no adequate explanation on how the proposed limit will be sustained by the respective entity involved.
  • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. Governance and Transparency Concern: Concerns are identified on account of the proposed limit being significantly higher than the present financial capacity of the Company and also, the related party and there being no adequate explanation on how the proposed limit will be sustained by the respective entity involved
  • ICICI Prudential Mutual FundWhere the proposed limit for a transaction is significantly higher than the utilisation of the approved limit in the previous period, the Company should provide specific and adequate justification for such an increase. An assessment of the relationship between the previously approved limit, actual utilisation, and the proposed limit is essential for shareholders to understand the necessity and fairness of the proposed arrangement. The AMC is not opposed to seeking higher limits per se; however, sufficient information should be provided to evaluate the basis for such limits. Under all of the resolutions the proposed limits are significantly higher than actual transactions undertaken in the past, further in multiple instances, the proposed limits have been increased over previous year limits despite the Company not utilising significant portion of the limit. The quantum of proposed RPT is not in line with the quantum of previous year RPTs. Therefore, there is a governance and transparency concern with the same. Thusthe AMC has voted against the resolution.

  4 for4 against
• To approve material related party transaction(s) between Brahma AI Limited and Brahma AI ME Ltd, both being subsidiaries of the Company.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance and Transparency Concern: No clarity on how fixed assets fall under the ordinary course of business; Further, governance and transparency concerns are identified on account of the proposed limit being significantly higher than the present financial capacity of the Company and also, the related party and there being no adequate explanation on how the proposed limit will be sustained by the respective entity involved.
  • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. Governance and Transparency Concern: No clarity on how fixed assets fall under the ordinary course of business; Further, governance and transparency concerns are identified on account of the proposed limit being significantly higher than the present financial capacity of the Company and also, the related party and there being no adequate explanation on how the proposed limit will be sustained by the respective entity involved
  • ICICI Prudential Mutual FundWhere the proposed limit for a transaction is significantly higher than the utilisation of the approved limit in the previous period, the Company should provide specific and adequate justification for such an increase. An assessment of the relationship between the previously approved limit, actual utilisation, and the proposed limit is essential for shareholders to understand the necessity and fairness of the proposed arrangement. The AMC is not opposed to seeking higher limits per se; however, sufficient information should be provided to evaluate the basis for such limits. Under all of the resolutions the proposed limits are significantly higher than actual transactions undertaken in the past, further in multiple instances, the proposed limits have been increased over previous year limits despite the Company not utilising significant portion of the limit. The quantum of proposed RPT is not in line with the quantum of previous year RPTs. Therefore, there is a governance and transparency concern with the same. Thus, the AMC has voted against the resolution.

  4 for4 against
• To consider and approve increase in Authorised Share Capital of the Company and Alteration of the Capital Clause in the Memorandum of Association of the Company.

  8 for0 against
• To consider, evaluate and approve the proposal to raise funds of an amount not exceeding 3,000 Crore (Rupees Three Thousand Crore Only) or its equivalent in any other currency through one or more permissible mechanism as may be deemed appropriate by the Board of Directors of the Company (Board), by way of issuance of equity shares and/ or debt securities or non-convertible securities and/or other securities including share warrants and/ or any other equity linked securities.MoreLess

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance Concern: Significant dilution; however, no clarity regarding whether the Rights Issue will be opted for or not and, if yes, then for what portion. Further, no specific rationale was provided for needs of fund raising
  • Edelweiss Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: Significant dilution; however, no clarity regarding whether the Rights Issue will be opted for or not and, if yes, then for what portion. Further, no specific rationale was provided for needs of fund raising.
  • ICICI Prudential Mutual FundConsidering that the securities to be issued are equity shares and/or instruments convertible into equity shares, this resolution may have a dilution impact on the shareholding of the existing shareholders of the Company. the Company’s justification indicates a need for funds, the rationale remains broad and generic. The proposals which may result in significant dilution should be supported with clear and detailed justification outlining the need for funds. In view of significant dilution and absence of specific rationale, there is a governance concern regarding the proposed resolution and hence the AMC has voted against the resolution.

  4 for4 against

Mutual fund votes, meeting of 6 Feb 2026, 1 fund house

• To appoint Ms. Shalini Govil Pai (DIN: 11368521) as an Independent Director of the Company

  1 for0 against
• To appoint Mr. Nishant Avinash Fadia (DIN: 02648177) as a Non-Executive Director of the Company.

  1 for0 against
• To appoint Mr. Björgólfur Thor Björgólfsson (DIN: 11452424) as a Non-Executive Director of the Company.

  1 for0 against

• Unlisted stake boughtÁnima Kitchent Canarias, S.L.Since 26 Jun 2026

  48.45% bought in the quarter; holding 48.45%, from 0.00%

The board is made up as the listing rules require

Yes

The board has a regular chairperson

Yes

The company has a risk management committee

Yes

The chair is related to the managing director

No

The filing has a part on fines and penalties

No

The filing has a part on tax disputes

No

There was a cyber security incident in the quarter

No

The company's own answers in its filing.