Prime Focus Ltd

Issue Overview

• Type of issue: preferential issue of equity shares.
• Total proceeds: not disclosed; no undersubscription indicated.
• Main objectives include investment in subsidiaries, expansion of operations, and general corporate purposes.
• Board-approved revisions in cost allocations among objects.
• Deviation from objects: Nil.

Utilisation of Proceeds

• Utilisation aligned with disclosures; funds used for stated objects.
• No material deviations; cost revisions approved and reallocation made.
• Object 1: Swap shares: no utilization in the period.
• Object 2: Investment in subsidiary: no utilization in the period.
• Object 3: Expansion: funds utilised as inter-company loan to subsidiary.
• Object 4: General Corporate Purpose: funds utilised as inter-company loan to subsidiary.
• Unutilised funds: none.
• Delays: none reported.

Governance and Compliance

• Approvals obtained: EGM resolutions and board resolutions.
• Material events: NCLAT order resolved the IBC matter; lien released; liquidity improved.
• End-use verification: CA certificate notes no GAAS audit; management declarations relied upon.
• Conflict of interest: No conflict reported.
• Other information: No material adverse information disclosed.

General Corporate Purpose (GCP)

• GCP utilisation: inter-company loan to subsidiary; board approval obtained.
• Sub-head breakdown not disclosed.

CIRP closure and fund disbursement

• NCLAT has closed the CIRP of Prime Focus Ltd.
• May 6, 2026 order set aside; CIRP disposed accordingly.
• Lien on fixed deposit of Rs 3,53,79,74,505 is withdrawn.
• Disbursement to parties will occur per the Discharge Agreement dated 01.07.2026.
• Form-A public announcement issued 08.05.2026; no claims received to date.
• IRP to file affidavit on claim invitation efforts within two days.
• Total claim cited includes Rs 200 crore principal within Rs 3,53,79,74,505.
• Discharge Agreement dated 01.07.2026 governs final payments.
• CIRP closure confirmed; no impediment to closing.
• Appeal disposed; lien removal and distributions to creditors per agreement.

CIRP closure and governance restoration

• NCLAT orally allowed the appeal and closed the CIRP against Prime Focus Limited.
• IRP discharged; moratorium under IBC lifted; board powers fully restored.
• No claims were received post-CIRP public notice; IRP filed affidavit confirming the same.
• Lien over fixed deposit in favour of Registrar, NCLAT, to be released per agreement.
• Company continues ordinary course of business; order copy awaited.

Business overview

• Global VFX and animation services provider with expanding AI content platforms and selective co-productions.
• Revenue is largely ex-India, with recurring customers and a large India-based workforce.

Operational highlights

• Q4 projects included Ramayana, Dune 3, Masters of the Universe, and Blade Runner 2099.
• Brahma AI won new multi-year deals, renewed contracts, and converted POCs into enterprise engagements.
• Entered Southeast Asia with its first customer and expanded into healthcare and sports.

Financial performance

• FY26 revenue rose 30% to INR 4,676 crore; EBITDA rose 81% to INR 1,423 crore.
• FY26 EBITDA margin expanded to 30% from 22%; PAT turned to INR 301 crore from a loss.
• Q4 FY26 revenue grew 41% YoY to INR 1,384 crore; EBITDA margin reached 35%.

Cash flow

• FY26 operating cash flow was INR 1,024 crore, supported by revenue growth and efficiencies.
• Closing cash and equivalents increased to INR 688 crore from INR 214 crore.
• Capex of INR 529 crore was directed toward compute, render, memory, and other equipment.

Capital structure

• Gross debt increased to INR 5,062 crore, mainly due to non-cash FX translation impact.
• Net debt rose to INR 4,138 crore; management targets $150-$200 million debt reduction over 12 months.

Outlook

• Order book and visible pipeline are about $1 billion for FY27 and beyond.
• Management expects working capital to normalize as key projects are released and monetized.
• Capex will support scaling Brahma AI technology capabilities.

Risks

• Working capital remains tied up in content investments until project release and monetization.
• Debt levels remain elevated, though management has outlined reduction levers.