According to the exchange filing, the transaction is subject to approval from shareholders of Prime Focus through a special resolution applicable under Regulation 24 (5) of SEBI’s listing obligations and disclosure regulations.
As per the deal, Multiples Private Equity Gift Fund IV and Multiples Private Equity IV, will be investing a sum of $100 million by subscribing to Compulsorily convertible Preference Shares (CCPS). While Multiples Private Equity Gift Fund IV will be investing $54.35 million, Multiples Private Equity Fund IV will subscribe to Brahma India shares worth $45.64 million.
Brahma’s lead placement agent has confirmed indications of demand and order confirmations exceeding $150 million from global investors.
The transaction will restructure voting rights at Brahma Holdings Ltd. as all existing class A shares held by DNEG Holdings, the immediate parent of Brahma Holdings, or 18.18 crore shares, will be converted to Class C shares, and that will cap Prime Focus’ indirect voting power in Brahma Holdings Ltd. at no more than 24.99% of the total voting capital, down from 89.27% on a fully diluted basis.
Despite the vote control drop, Prime Focus’ Indirect shareholding through DNEG will remain above the 50% mark in Brahma Holdings, and combined with Brahma India, will stand at 65.67% on a fully diluted basis.
As a result of the change in voting rights, both Brahma Holdings and Brahma India will not longer be called subsidiaries and instead become associate companies of Prime Focus.
Under the agreement, Brahma Holdings Ltd.’s founder and CEO Prabhu Narasimhan will have the right to appoint a majority of the board of Brahma Holdings Ltd., which is three out of six directors. DNEG Holdings will have the right to appoint one director, as long as it continues to hold more than 50% stake in the Class C shares.Multiples will also have the right to appoint one director on Brahma Holdings’ board, as long as they continue to hold 51% or more of the CCPS issued to them. There will be no managemenmt control in Prime Focus due to this fund raise.
In steps towards completing this transaction, Brahma India will become a wholly-owned subsidiary of BHL and the latter will acquire Braha India shares, subject to precedent conditions. On completion of this transaction, Multiples’ combined shareholding in BHL will be 5%, corresponding to 10.9% of the voting rights.
At the end of financial year 2026, Brahma Holdings did not have any turnover, but represented 76.37% of Prime Focus’ consolidated net worth. Brahma AI Services contributed ₹203 crore in topline during financial year 2026, or 4.34% of the total turnover.
Because the transaction is structured as a primary fundraise by BHL and Brahma India rather than a sale by Prime Focus, the company itself will not receive any consideration. No shares of Prime Focus are being issued either.
Shares of Prime Focus ended 1.2% higher on Tuesday at ₹357. The stock is up 16% so far this year.