Prime Focus Limited Announces Internal Restructuring Steps
Prime Focus Limited announced on March 30, 2026, that its subsidiaries have proposed certain steps for internal restructuring to streamline business operations.The restructuring includes the assignment of proprietary software along with associated rights from Brahma AI Services India Limited (formerly Prime Focus Technologies Limited) and Prime Focus Technologies, Inc. to Brahma AI ME Ltd, both step-down subsidiaries of the Company. Additionally, the TCS and Restoration businesses will be transferred as a going concern from Brahma AI Services India Limited to DNEG India Media Services Limited, also a step-down subsidiary.
The audit committee of Prime Focus Limited approved the restructuring in a meeting held on March 30, 2026.
Software Assignment Details:
| Particulars | Details |
|---|---|
| Name(s) of the parties with whom the agreement is entered. | Brahma AI Services India Limited (' PFT India ') and Brahma AI ME Ltd (' Brahma ME '). Prime Focus Technologies, Inc. (' PFT USA ') and Brahma AI ME Ltd (' Brahma ME '). The Company is not a party to the aforementioned agreement. |
| Details and reasons for restructuring | The software assignment forms part of internal restructuring and consolidation of the AI/Technology business under the 'Brahma' vertical. This aims to leverage brand value and provide additional revenue streams. |
| Quantitative and/or qualitative effect of restructuring | Agreement Value: INR 75.2 Crores for one assignment and US$3.44 Million for the other. Qualitative effects are expected to enhance the 'Brahma' brand value and drive revenue. |
| Details of benefit, if any, to the promoter/promoter group/group companies from such proposed restructuring | The transfer is between step-down subsidiaries, so no benefits accrue to promoters, promoter groups, or other group companies beyond the assignment supporting the ‘Brahma’ vertical. |
| Brief details of change in shareholding pattern (if any) of all entities. | There is no change in shareholding of the Company or any of the step-down subsidiaries. |
Slump Sale Details:
| S. No. | Particulars | Details |
|---|---|---|
| 1 | Amount and percentage of turnover or revenue contributed by the businesses being transferred. | Consolidated Turnover: INR 102.62 Crores (2.85% of Prime Focus Limited's consolidated turnover for FY 2024-25). Consolidated Net worth: INR 23.86 Crores (2.38% of Prime Focus Limited's consolidated net worth for FY 2024-25). |
| 2 | Date on which the agreement for sale has been entered into. | March 30, 2026. |
| 3 | Expected date of completion of sale/disposal. | As per timelines agreed in the agreement. |
| 4 | Consideration received from the sale/disposal. | INR 26.5 Crores. |
| 5 | Details of buyers and their affiliation with the Company. | DNEG India Media Services Limited (' DNEG India ') is the buyer, and is a step-down subsidiary of the Company. Brahma AI Services India Limited (' Brahma India ') is the seller. |
| 6 | Whether the transaction is a related-party transaction. | Yes, both parties are related due to being step-down subsidiaries, and the transaction will be at 'arm's length'. |
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