Directors Report of Prime Focus Ltd.

Mar 31, 2025

Your Company''s Directors are pleased to present the Twenty-Eighth Annual Report together with the Audited Financial Statements for Financial Year
ended March 31, 2025.

1. FINANCIAL PERFORMANCE SUMMARY

The Consolidated and Standalone Audited Financial Results for the Financial Year ended March 31, 2025 are as follows:

('' in Crores)

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Income from services	3537.91	3930.05	39.76	33.45
Other operating income	60.97	20.49	-	-
Total income from operations	3598.88	3950.54	39.76	33.45
Less: Expenses	3318.14	4196.26	81.23	60.94
Add: Other income	226.62	216.91	20.05	50.26
Less: Finance costs	537.92	557.90	23.20	23.37
Less: Exceptional items(gain)	(380.18)	-	(216.21)	-
Less: Tax expense	47.55	(98.21)	(14.30)	(0.27)
Less: Minority interest	(81.18)	(83.95)	-	-
Profit / (Loss) for the year	(377.11)	(404.54)	185.89	(0.33)

2. OPERATIONS AND PERFORMANCE REVIEW AND STATE OF
COMPANY''S AFFAIRS

Consolidated

During the Financial Year under review, total income from
operations of the Company and its subsidiaries stood at '' 3,598.88
crores as compared to '' 3,950.54 crores in the previous year. The
Net Loss after tax after minority interest was '' (377.11) crores as
compared to '' (404.54) crores in the previous year.

Standalone

Total income from operations of the Company during the financial
year was '' 39.76 crores as compared to '' 33.45 crores in the previous
year. The Net Profit after tax was '' 185.89 crores as compared to
loss of '' (0.33) crores in the previous year. A detailed analysis on the
Company''s performance, both Consolidated & Standalone, is included
in the "Management Discussion & Analysis" Report which forms part
of this Annual Report.

3. DIVIDEND

In order to conserve the resources for future operations, your
Directors did not recommend any dividend on equity shares for the
Financial Year ended March 31, 2025.

4. DIVIDEND DISTRIBUTION POLICY

In compliance with the Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") your Board had formulated a dividend
distribution policy. A copy of the said policy is available on the website
of the Company at https://www.primefocus.com/wp-content/
uploads/2025/04/Dividend Distribution Policy.pdf

5. TRANSFERTO RESERVES

For the Financial Year 2024-25, your Company has not transferred
any amount to Reserves.

6. SHARE-CAPITAL
Authorised Share Capital

As on March 31, 2025, the Authorised Share Capital of your Company
is '' 85,00,00,000/- (Rupees Eighty Five Crores only) comprising of
85,00,00,000 (Eighty Five Crores) equity shares of face value of
Re. 1/- (Rupee One) each.

'' Paid-Up Share Capital

Pursuant to the approval granted by ESOP Compensation Committee
of the Company, the equity shares has been allotted on May 30, 2024,
August 09, 2024 and November 14, 2024, the Company has allotted

23,000 (Twenty Three Thousand) Equity Shares, 35,332 (Thirty Five
Thousand Three Hundred Thirty Two) Equity Shares and 80,000
(Eighty Thousand) Equity Shares respectively of face value of Re. 1/-
at an issue price of '' 52/-, arising out of the exercise of Employees
Stock Option granted to the employees of the Company and its
subsidiaries.

Post allotment of the aforesaid Equity Shares, the issued,
subscribed and paid-up equity share capital of the Company as
on March 31, 2025 stood at '' 29,99,86,976/- (Rupees Twenty
Nine Crores Ninety Nine Lakhs Eighty Six Thousand Nine Hundred
Seventy Six only) comprising of 29,99,86,976 (Twenty Nine Crores
Ninety Nine Lakhs Eighty Six Thousand Nine Hundred Seventy Six)
equity shares of face value of Re. 1/- (Rupee One) each.

The Company has neither issued equity shares with differential
voting rights nor sweat equity shares. As on March 31, 2025, none
of the Directors of the Company holds instruments convertible into
equity shares of the Company.

7. EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company has implemented ''PFL-ESOP Scheme 2014'' compliant
with the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI
SBEB & SE Regulations, 2021") to reward and retain the qualified
and skilled employees and to give them an opportunity to participate
in the growth of the Company, these schemes are administered by the
ESOP Compensation Committee of the Company.

A certificate from the Secretarial Auditors of the Company as
required under Regulation 13 of the SEBI SBEB & SE Regulations,
2021 shall be available electronically for inspection by the Members
at the ensuing Annual General Meeting. The disclosures as required
to be made under the provisions of the Companies Act, 2013
("the Act") and Rules made thereunder and under Regulation 14
of the SEBI SBEB & SE Regulations, 2021 read with SEBI Circular
dated June 16, 2015 are accessible on Company''s website at
https://www.primefocus.com/investor-centre/disclosures-under-
regulation-46-of-lodr/

The details of Employee Stock Options which forms part of the
Notes to Accounts to Financial Statements in this Annual Report. No
employee of the Company received grant of options during the year
amounting to 5% or more of the options granted or exceeding 1% of
issued capital of the Company.

The details of Employee Benefit Scheme Document is provided
on the website of the Company as required under Regulation 46 of
the Listing Regulations at https://www.primefocus.com/investor-
centre/disclosures-under-regulation-46-of-lodr/

8. SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India
(''ICSI'') and approved by the Central Government under Section 118
(10) of the Act for the Financial Year 2024-25.

9. MATERIAL CHANGES AND COMMITMENT AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND DATE OF THIS
REPORT

There have been no material changes and commitments affecting
the financial position of the Company which have occurred between
the end of Financial Year of the Company to which the Financial
Statements relate and date of this Report.

10. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company during
the Financial Year ended March 31, 2025.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year under review, there were no significant or
material orders passed by the Regulators or Courts or Tribunal which
would impact the going concern status of the Company and its future
operation.

12. RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the
sectors in which it operates. A key factor in determining a Company''s
capacity to create sustainable value is the risks that the Company is
willing to take (at strategic and operational levels) and its ability to
manage them effectively. Many risks exist in a Company''s operating
environment and they emerge on a regular basis. The Company''s
Risk Management processes focuses on ensuring that these risks
are identified on a timely basis and addressed. The Board has a duly
constituted Risk Management Committee of Directors.

The Company is well aware of the above risks and as part of business
strategy has a robust risk management framework to identify, evaluate
and mitigate business risks with timely action. This framework seeks
to enable growth, create transparency, minimize adverse impact on
the business objectives and enhance the Company''s competitive
advantage by undertaking effective steps to manage risks.

The Board approved Risk Management Policy has been put in place,
which is reviewed periodically, to establish appropriate system and
procedures to mitigate all risks faced by the Company.

The Risk Management policy of the Company is available on
the website at https://www.primefocus.com/wp-content/
uploads/2025/04/Risk Management Policy.pdf

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Audit Committee reviews adequacy and effectiveness of
the Company''s internal control environment and monitors the
implementation of audit recommendations, including those relating
to strengthening of the Company''s risk management policies and
systems. For further details, please refer to the Management
Discussion and Analysis Report which forms a part of this Annual
Report.

14. HUMAN RESOURCES

Human Resource is considered as one of the most critical resource
in the business which can be continuously smoothened to maximize
the effectiveness of the organization. Human Resource builds the
enterprise and the sense of belonging would inculcate the spirit of
dedication and loyalty amongst them towards strengthening the
Company''s Policies and Systems. All personnel continue to have
healthy, cordial and harmonious approach thereby enhancing the
contributory value of the Company. The Company has generally
enjoyed cordial relations with its personnel. Further, the total number
of permanent employees of the Company as on March 31, 2025 is 15.

15. PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace
and has a mechanism in place for prevention, prohibition and redressal
of sexual harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules made thereunder. The
Company is committed to provide equal opportunities without regard
to their race, caste, sex, religion, color, nationality, disability, etc. All
employees are treated with dignity with a view to maintain a work
environment free of sexual harassment whether physical, verbal or
psychological. All employees (permanent, contractual, temporary and
trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013.

An Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment at workplace.
During the year under review, Company has not received any
complaints on sexual harassment and hence there are no complaints
pending as on the end of the Financial Year 2024-25 on sexual
harassment.

16. PUBLIC DEPOSITS

The Company has not accepted any deposits from public falling within
the ambit of Sections 73 and 76 of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014. Hence, no disclosure is
required under Rule 8(5)(v) and (vi) of the Companies (Accounts)
Rules, 2014.

17. ANNUAL RETURN

In compliance with the provisions of Section 92 and Section 134(3)

(a) of the Companies Act, 2013, the Annual Return of the Company
for the Financial Year ended March 31, 2025 has been uploaded
on the website of the Company and the web link of the same is
https://www.primefocus.com/wp-content/uploads/2025/08/
AB6297294.pdf.

18. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, Regulation 33 of the
Listing Regulations and applicable Indian Accounting Standards
notified under the Companies (Indian Accounting Standards) Rules,
2015, the Audited Consolidated Financial Statements of the
Company for the Financial Year 2024-25, together with the Auditors''
Report forms part of this Annual Report.

19. SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE
COMPANIES

Financial Performance:

A separate statement containing the salient features of financial
statements of subsidiaries/joint venture/associate companies of the
Company in the prescribed Form AOC - 1 in compliance with Section
129 (3) and other applicable provisions, if any, of the Act read with
Rule 5 of the Companies (Accounts) Rules, 2014 forms part of this
Annual Report.

The said Form also highlights the financial performance of each of the
subsidiaries included in the Consolidated Financial Statements (CFS)
of the Company pursuant to Rule 8(1) of the Companies (Accounts)
Rules, 2014.

In accordance with Section 136 of the Act, the financial statements
of the subsidiary and associate companies are available for
inspection by the members at the Registered Office of the Company
during business hours on all working days up to the date of the
Annual General Meeting of the Company i.e., Tuesday, September 30,
2025. Any member desirous of obtaining a copy of the said financial
statements may write to the Company Secretary at the Registered
Office of the Company.

The financial statements including the CFS, and all other documents
required to be attached to this report have been uploaded on the
website of the Company at www.primefocus.com.

The Policy for determining Material Subsidiaries has been uploaded
on the Company''s website at https://www.primefocus.com/wp-
content/uploads/2025/04/Policy on Material Subsidiaries.pdf

The Company has 38 subsidiaries/joint venture and associate
companies as on March 31, 2025.

a. Companies which have become subsidiary Company:

1. Brahma AI Limited became subsidiary of the Company
w.e.f. April 12, 2024.

2. Brahma AI Holdings Limited became subsidiary of the Company
w.e.f. December 19, 2024.

3. Brahma AI India Technologies Private Limited (Formerly known
as DNEG Creative Private Limited) became subsidiary of the
Company w.e.f. January 07, 2025.

4. Brahma Merger Sub. Inc. was incorporated and became
subsidiary of the Company w.e.f. February 04, 2025.

5. Metaphysic Inc. and Metaphysic Limited became subsidiary of
the Company w.e.f. February 14, 2025 pursuant to merger of
Metaphysic Inc. with Brahma Merger Sub. Inc.

b. Companies which ceased to be Subsidiary Company:

1. Vegas II VFX Ltd. (Vancouver, BC) and Double Negative
Huntsman VFX Ltd., (Canada) ceased to be subsidiaries
w.e.f April 1, 2024 pursuant to merger with Double Negative
Canada Productions Ltd.

2. Lowry Digital Imaging Services, Inc., California, USA, was
voluntarily liquidated and deregistered from the California
Secretary of State w.e.f. April 12, 2024 and ceased to be
subsidiary of the Company.

3. Prime Focus Academy of Media and Entertainment Studies
Private Limited ceased to be subsidiary w.e.f. July 04, 2024
pursuant to merger with DNEG India Media Services Limited.

4. Double Negative Singapore Pte. Limited was dissolved
w.e.f. November 19, 2024 and ceased to be subsidiary of the
Company.

c. Joint Venture / Associate Companies:

During the Financial Year under review, there are no companies
which has become or ceased to be Joint Venture/ Associate
Companies.

d. Further the following changes were taken place during the
financial year:

1. Change in name of subsidiary of the Company from "DAX Cloud
ULC" to "Brahma AI Canada Inc" w.e.f. February 18, 2025.

e. Further the following changes were taken place after the
financial year till the date of this report:

1. Change in name of subsidiary of the Company from "Prime Focus
Production Services Private Limited" to "PF Studio Private
Limited" w.e.f. April 05, 2025.

2. Change in name of subsidiary of the Company from "DNEG
Creative Private Limited" to "Brahma AI India Technologies
Private Limited" w.e.f. May 16, 2025.

A. CONSERVATION OF ENERGY

i. The steps taken to or impact on conservation of energy-

Although the Company is not engaged in manufacturing activities,
as a responsible corporate citizen, we continue to pursue and
adopt appropriate energy conservation measures. The Company
makes every effort to conserve energy as far as possible in its
Post-production facilities, Studios, Offices, etc. The Company
also takes significant measures to reduce energy consumption
by using energy efficient computers and by purchasing energy
efficient equipment. The Company purchases PCs, laptops, air
conditioners, etc. that meet environment standards, wherever
possible and replace old equipment with more energy-efficient
equipment.

ii. The Steps taken by the Company for utilizing alternate sources
of energy - Not applicable.

iii. The capital investment on energy conservation equipment''s

- The Company constantly evaluates new developments and
invests into latest energy efficient technology.

B. TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption-The Company
adopts the latest trends in the technology development and
introduces the same so as to ensure reduction in cost with best
quality output.

ii. The benefits derived like product improvement, cost reduction,
Product development or import substitution

- Not applicable.

iii. Imported Technology

(a) The details of technology imported - Not Applicable

(b) The year of import - Not applicable

(c) Whether the technology has been fully absorbed

- Not applicable

(d) If not fully absorbed - Not applicable

iv. Expenditure incurred on Research and Development (R&D) -

Your Company is predominantly a service provider and therefore
has not set up a formal R&D unit, however continuous research
and development is carried out at various development centers
as an integral part of the activities of the Company.

Particulars	March 31, 2025	March 31, 2024
Foreign exchange earned in terms of actual inflow	15.88	0.30
Foreign exchange outgo in terms of actual outflow	(10.68)	(4.64)

21. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the Financial Year
ended March 31, 2025 as stipulated under Regulation 34(2)(e) read
with Schedule V of the Listing Regulations, is included as a separate
section forming part of this Annual Report.

22. CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance forming part of the
Directors'' Report and the certificate from the Practicing Company
Secretary confirming compliance of Corporate Governance norms as
stipulated in Regulation 34 read along with Schedule V of the Listing
Regulations is included in this Annual Report for the Financial Year
2024-25.

23. DIRECTORS

As per the relevant provisions of the Act and the Listing Regulations,
during the Financial Year under review, the following changes in
Directors are detailed as follows:

i) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act read with
Companies (Management & Administration) Rules, 2014, Mr. Namit
Naresh Malhotra (DIN: 00004049), Non-Executive Director of the
Company retires by rotation at the ensuing Annual General Meeting
and being eligible, offers himself for re- appointment.

Item seeking your approval on the above is included in the Notice
convening the Annual General Meeting. Brief resume and other
requisite details as stipulated under Listing Regulations and
Secretarial Standard - 2 on General Meetings of the Directors being
appointed/re-appointed forms part of the Notice of the ensuing
Annual General Meeting.

ii) Appointment/Re-appointment of Directors:

a) Mr. Bharat Shashikumar Dighe (DIN: 00203056) and Ms. Pooja
Sood (DIN: 10590404) were appointed as an Additional Non¬
Executive Independent Directors by the Board of Directors
with effect from August 09, 2024 and their said appointments
were regularized at the Annual General Meeting held on
September 30, 2024.

b) Mr. Merzin Darayus Tavaria (DIN: 07015623), was appointed
as an Additional Non-Executive Director of the Company, liable
to retire by rotation by the Board of Directors with effect

from March 29, 2025 by passing circular resolution subject to
approval of members at the next general meeting or within a time
period of three months from date of appointment whichever
is earlier. The Board had approved notice of Postal Ballot on
May 19, 2025 and issued to Members on May 23, 2025 for their
approval.

iii) Resignation/Completion of term of Directors:

a) Mr. Vibhav Niren Parikh (DIN: 00848207), resigned as a
Non-Executive Director of the Company w.e.f. August 09, 2024
on account of his other professional commitments.

b) Mr. Kodi Raghavan Srinivasan (DIN: 00012449) completed his
second term of five (5) consecutive years as Non-Executive
Independent Director at the conclusion of 27^th Annual General
Meeting held on September 30, 2024 and ceased to be a Non¬
Executive Independent Director w.e.f September 30, 2024.

c) Mrs. (Dr.) Hemalatha Thiagarajan (DIN: 07144803) completed
her second term of five (5) consecutive years as Non-Executive
Independent Director on March 30, 2025 and ceased to be a
Non-Executive Independent Director w.e.f March 30, 2025.

d) The Board expressed its gratitude for the service provided by
the aforementioned Directors and acknowledged that they took
their Board duties with dedication, grace and seriousness.

iv) Details of changes taken place after the financial year till the date
of this report:

There was no change taken place after the financial year till the date
of this report.

24. DECLARATION BY INDEPENDENT DIRECTORS

Every Independent Director, at the first meeting of the Board after
appointment and thereafter at the first meeting of the Board in every
Financial Year or whenever there is change in the circumstances
which may affect his/her status as the Independent Director, is
required to provide the declaration that he/she meets the criteria
of independence as provided under Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations.

In accordance with the above, the Company has received necessary
declaration from each Independent Director under Section 149(7)
of the Act, that he/she meets the criteria of independence laid
down in Section 149(6) of the Act and Regulation 16(1)(b) of Listing
Regulations. Further, all the Independent Directors have affirmed that
they have adhered and complied with the Company''s Code of Conduct
for Independent Directors which is framed in accordance with
Schedule IV of the Act. In the opinion of the Board, all the Independent
Directors fulfills the criteria of independence, integrity, expertise
and has required experience as provided under the Act, Rules made
thereunder, read with the Listing Regulations and are independent of
the management.

Regarding proficiency, the Company has adopted requisite steps
towards the inclusion of the names of all Independent Directors in the
data bank maintained with the Indian Institute of Corporate Affairs
(''IICA''). Accordingly, the Independent Directors of the Company have
registered themselves with the IICA for the said purpose. In terms
of Section 150 of the Act read with Rule 6(4) of the Companies
(Appointment & Qualification of Directors) Rules, 2014, the
Independent Directors are required to undertake online proficiency
self-assessment test conducted by the IICA within a period of two
(2) years from the date of inclusion of their names in the data bank.
All Independent Directors of the Company are exempted from
undertaking the online proficiency self-assessment test by IICA.

25. KEY MANAGERIAL PERSONNEL (KMP)

In terms of Section 203 of the Act, following are the KMP of the
Company as on March 31, 2025:

^ Mr. Naresh Mahendranath Malhotra, Chairman and Whole-Time
Director

^ Mr. Nishant Fadia, Chief Financial Officer

^ Ms. Parina Shah, Company Secretary and Compliance Officer

During the Financial Year under review, there were no changes to the
Key Managerial Personnel of the Company.

26. BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance
requirements as prescribed by the Listing Regulations, annual
evaluation of the performance of the Board, its Committees and of
individual Directors has been made.

The performance evaluation of the Independent Directors was carried
out by the entire Board, excluding the Director being evaluated. The
performance evaluation of the Chairman and the Non Independent
Directors were carried out by the Independent Directors who also
reviewed the performance of the Board as a whole. The Nomination
and Remuneration Committee also reviewed the performance of the
Board, its Committees and of the Directors.

The criteria for performance evaluation of the Board included
aspects like Board composition and structure, effectiveness of
Board processes, information and functioning, etc. The criteria
for performance evaluation of Committees of the Board included
aspects like composition of Committees, effectiveness of
Committee meetings, etc. The criteria for performance evaluation
of the individual Directors included aspects on contribution to the
Board and Committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs
in meetings, etc. In addition, the Chairperson was also evaluated on
the key aspects of his role. The criteria for performance evaluation
of Independent Directors included aspects like Invests time in

understanding the company and its unique requirements; Brings in
external knowledge and perspective to the table for discussions at
the meetings; Expresses his / her views on the issues discussed at the
Board; and keeps himself/herself current on areas and issues that are
likely to be discussed at the Board level.

Criteria for Determining Qualifications, Positive Attributes and
Independence of a Director

In terms of the provisions of Section 178(3) of the Act and Regulation
19 of the Listing Regulations, the Nomination and Remuneration
Committee (NRC) has formulated the criteria for determining
qualifications, positive attributes and independence of Directors, the
key features of which are as follows:

• Qualifications - The Board nomination process encourages
diversity of thought, experience, knowledge, age and gender.
It also ensures that the Board has an appropriate blend of
functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as
prescribed in the Act, the Directors are expected to demonstrate
high standards of ethical behavior, communication skills and
independent judgment. The Directors are also expected to abide
by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he/
she meets the criteria laid down in Section 149(6) of the Act, the
Rules framed thereunder and Regulation 16(1)(b) of the Listing
Regulations.

Familiarization Programme for Independent Directors

Pursuant to Regulation 25(7) of the Listing Regulations, the
Company has in place a programme for familiarisation of the
Independent Directors, details of which are available on the website
of the Company: https://www.primefocus.com/wp-content/
uploads/2025/04/Familiarisation programme for Independent
Directors.pdf

27. NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration Policy for
the Directors, Key Managerial Personnel, Senior Management and
other Employees pursuant to the provisions of the Act and Regulation
19 of the Listing Regulations.

The salient features and objectives of the Nomination and
Remuneration policy are as follows:

- To formulate the criteria and terms to determine qualifications,
attributes and independence of Directors;

- To identify the qualification, key attributes and profile required
of persons who may be appointed in Senior Management and
Key Managerial positions;

- To determine remuneration of the Directors, Key Managerial
Personnel and Senior Management employees and other
employees based on the Company''s size of business, financial
position and trends and practices prevailing in similar companies
in the industry;

- To devise mechanism and carry out evaluation of the performance
of Directors;

- To devise and achieve diversity on the composition of Board, an
essential element to support quality of performance;

- To retain, motivate and promote talent and create a sense of
participation and ownership;

- To carry out such other functions as is mandated by Board of
Directors and perform such other functions as may be necessary
or appropriate for performance of duties.

Further, the Nomination and Remuneration policy of the
Company is available on the website of the Company at
https://www.primefocus.com/wp-content/uploads/2025/04/
Nomination and Remuneration Policy.pdf

28. BOARD MEETINGS

During the Financial Year 2024-25, your Board met Five (5) times
such that the intervening gap between the two Board Meetings was
within the period prescribed under the Act and Regulation 17 of the
Listing Regulations.

The Board Meetings were held on April 29, 2024; May 30, 2024;
August 09, 2024; November 14, 2024 and February 10, 2025.

Details of the composition of the Board and its Committees along
with the Meetings held, attendance of the Directors at such Meetings
and other relevant details are provided in the Corporate Governance
Report, which forms part of this Annual Report.

29. AUDIT COMMITTEE

The Audit Committee as on March 31, 2025 comprises of following
members:

Name of the Members	Positions
Mr. Devarajan Samu	Chairman
Mr. Naresh Mahendranath Malhotra	Member
Mr. Bharat Shashikumar Dighe1	Member
Ms. Pooja Sood1	Member
Mr. Kodi Raghavan Srinivasan2	Member
Mrs. (Dr.) Hemalatha Thiagarajan3	Member

The Audit Committee met on April 29, 2024; May 30, 2024;
August 09, 2024; November 14, 2024 and February 10, 2025

The Board accepted the recommendation of the Audit Committee
whenever made by the Committee, during the Financial Year under
review.

Further, details relating to the Audit Committee are provided in
the Corporate Governance Report, which forms part of this Annual
Report.

30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and 177(10) of the Companies Act, 2013
and the provisions of the Listing Regulations, the Company has a
Whistle Blower Policy for establishing a vigil mechanism for Directors
and employees to report their concerns about unethical behaviour,
actual or suspected fraud or violation of the Company''s Code of
Conduct or ethics policy. The Policy provides for adequate safeguards
against victimization of employees who can avail the mechanism
and also provides for direct access to the Chairman of the Audit
Committee. It is affirmed that no personnel of the Company has been
denied access to the Chairperson of the Audit Committee. The Audit
Committee periodically reviews the functioning of this Mechanism.
The policy of vigil mechanism is available on the Company''s website
at https://www.primefocus.com/wp-content/uploads/2025/04/
Whistle Blower Policy.pdf

The details of the Vigil Mechanism/ Whistle Blower Policy are given in
the Report on Corporate Governance, which forms part of this Annual
Report.

31. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 are annexed to this Report as Annexure A.

In terms of Section 136 of the Act, the Report and Accounts are
being sent to the members, excluding the information on employees
particulars which is available for inspection by the Members at the
Registered Office of the Company during the business hours on
all working days up to the date of Annual General Meeting of the
Company i.e. Tuesday, September 30, 2025. Any member interested
in obtaining such particulars may write to the Company Secretary at
the Registered Office of the Company.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted Corporate Social Responsibility
Committee in compliance with the provisions of Section 135 of the
Act read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014.

The Corporate Social Responsibility Committee as on
March 31, 2025 comprises of following members:

Name of the Members	Positions
Mr. Naresh Mahendranath Malhotra	Chairman
Mr. Namit Naresh Malhotra	Member
Mr. Devarajan Samu	Member

The brief outline of the CSR Policy of the Company along with
the Annual Report on CSR activities is set out in Annexure B of
this report. The policy is available on the Company''s website at
https://www.primefocus.com/wp-content/uploads/2025/04/CSR
Policy.pdf

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans given, Investments made, Guarantees given
and Securities provided during the Financial Year under Section 186
of the Act are stated in the Notes to Accounts which forms part of this
Annual Report.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All contracts/arrangements/ transactions entered by the Company
with the Related Parties during the Financial Year were on an Arm''s
length basis and were in compliance with the applicable provisions
of the Act and the Listing Regulations. There were no materially
significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the
Company at large.

All Related Party Transactions were entered into only with prior
approval of the Audit Committee, except transactions which qualify
under Omnibus approval as permitted under the law. A statement
of all Related Party Transactions entered is placed before the Audit
Committee and Board for its review on a quarterly basis, specifying
the nature, value and terms and conditions of the transactions.

The Company has adopted a Policy on Related Party Transactions
and the same is available on the Company''s website at
https://www.primefocus.com/wp-content/uploads/2025/04/
Policy on Related Parties.pdf

The Company has during the financial year under review entered
into material contracts or arrangements or transactions with the
related party at arm''s length basis and as required under the Act, the
prescribed Form AOC-2 specifying the particulars of such contracts
or arrangements or transactions is appended as Annexure C of this
Report.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the Listing Regulations, the Business
Responsibility & Sustainability Report, describing the initiatives
taken by your Company from an environment, social and governance
perspective for FY 2024-25 forms part of this Annual Report.

36. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 and other applicable
provisions, if any, of the Act and Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2019
the Company transferred 9,485 shares in respect of which dividend
has not been paid or claimed for seven consecutive years or more to
IEPF Authority including shares held in unclaimed suspense account
on November 30, 2017. The balance number of shares lying with the
IEPF Authority is 9,285 shares as on March 31, 2025.

The members, whose unclaimed shares have been transferred to
IEPF, may claim the same by making application to the IEPF authority
in Form No. IEPF-5 available on www.iepf.gov.in.

Further for details of unclaimed shares transferred to IEPF please
refer Company''s website viz. www.primefocus.com.

37. AUDITORS

Statutory Auditors

At the 26^th Annual General Meeting held on September 29, 2023,
M/s. M S K A & ASSOCIATES (Firm Registration No. 105047W), were
appointed as Statutory Auditors of the Company for first term of 5
(Five) consecutive years from the conclusion of 26^th Annual General
Meeting till the conclusion of 31^st Annual General Meeting of the
Company to be held for the Financial Year 2027-28.

The Company has received a confirmation from M/s. M S K A &
ASSOCIATES (Firm Registration No. 105047W) that they satisfy the
criteria provided under section 141 of the Act and are not disqualified
to act as the Statutory Auditors and are eligible to hold the office as
Auditors of the Company.

The Auditors Report for the Financial Year 2024-25 does not contain
any qualification, reservation, disclaimer or adverse remark and
forms part of this Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of Listing Regulations,
M/s. D. M. Zaveri & Co. (CP No. 4363), Practicing Company Secretaries
had been re-appointed as Secretarial Auditor, to undertake
Secretarial Audit of the Company for the Financial Year 2024-25.
The report of the Secretarial Auditor in the prescribed Form MR-3 is
annexed to this report as Annexure D1.

The Secretarial Auditors'' Report for the Financial Year 2024-25
does not contain any qualification, reservation or adverse remark
except the appointment of Independent director in one of the foreign
material subsidiary i.e. DNEG S.A.R.L. is pending as per Regulation 24
(1) of the Listing Regulations. As informed by the management, the
Board is still in process of compliance of the same.

In alignment with the aforementioned regulatory framework
including the amendments made by SEBI and the provisions of the
Companies Act, 2013 regarding Secretarial Audit and appointment of
Secretarial Auditor, the Board of Directors of your Company based on
the recommendations of the Audit Committee at its Meeting held on
May 27, 2025, approved and recommended to the Shareholders
for their approval at the ensuing Annual General Meeting, for
appointment of M/s. D. M. Zaveri & Co. (CP No. 4363), Practicing
Company Secretaries, Mumbai, a Peer Reviewed Firm, as the
Secretarial Auditors of the Company for a term of 5 (five) consecutive
years commencing from the financial year 2025-26 till financial year
2029-30.

In accordance with the provisions of Regulation 24A of the Listing
Regulations, Secretarial Audit Report of two material unlisted Indian
subsidiaries of the Company namely, Prime Focus Technologies
Limited and DNEG India Media Services Limited are provided as
Annexure - D2 and D3 respectively to this Report.

In accordance with the SEBI Circular No. CIR/CFD/ CMD1/27/2019
dated February 08, 2019, read with Exchange Circular no. 20230316¬
14 dated March 16, 2023, the Company has obtained the Annual
Secretarial Compliance Report incorporating additional affirmations
from the Secretarial Auditor for the Financial Year 2024-25. The
same is also submitted to the Stock Exchanges.

38. COST RECORDS

Maintenance of Cost records and requirement of cost audit as
prescribed under Section 148 of the Act are not required by the
Company.

39. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SECTION 143(12) OF THE ACT

During the Financial Year under review, there were no frauds reported
by the auditors to the Audit Committee or the Board under Section
143(12) of the Act and therefore disclosure of details under Section
134(3)(ca) of the Act is not applicable.

40. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring
compliances with the provisions of Section 134(3)(c) read with
Section 134(5) of the Act in the preparation of the annual accounts
for the Financial Year ended on March 31, 2025 and to the best of
their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures;

b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the
state of affairs of the company as at the March 31, 2025 and of
the profit of the Company for that year on that date;

c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;

d) the directors have prepared the annual accounts on a going
concern basis;

e) the directors have laid down proper systems of internal financial
controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively;

f) the directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

41. WHOLE-TIME DIRECTOR & CHIEF FINANCIAL OFFICER
CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the Company
has obtained compliance certificate from Mr. Naresh Mahendranath
Malhotra, Whole -Time Director and Mr. Nishant Fadia, Chief Financial
Officer.

42. INSOLVENCY AND BANKRUPTCY

The Company has not made any application or no proceeding is
pending under the Insolvency and Bankruptcy Code, 2016 during the
Financial Year and hence not being commented upon.

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the Financial Year under review, there has been no incident
of one time settlement for loan taken from the banks of financial
institutions and hence not being commented upon.

44. DIVESTMENT OF THE ENTIRE EQUITY SHAREHOLDING OF THE
COMPANY IN PRIME FOCUS TECHNOLOGIES LIMITED, SUBSIDIARY
OFTHE COMPANY

The members of the Company on June 06, 2024 by way of postal
ballot have approved the divestment of its entire equity shareholding
of the Company (36,53,656 equity shares of '' 10/- each) in Prime
Focus Technologies Limited ("PFT"), subsidiary of the Company
to DNEG S.A R. L., Luxembourg ("DNEG"), a step-down subsidiary
of the Company, for a consideration of '' 69,302,54,701/-
(Rupees Six hundred and ninety three crore two lakhs fifty four
thousand seven hundred and one only) on such terms and conditions
as set forth in the Share Purchase Agreement dated April 29, 2024
and Addendum to Share Purchase Agreement dated May 29, 2024
executed between the Company, PFT and DNEG.

45. DIVESTMENT OF THE ENTIRE EQUITY SHAREHOLDING OF THE
COMPANY IN BRAHMA AI INDIA TECHNOLOGIES PRIVATE LIMITED
(FORMERLY KNOWN AS DNEG CREATIVE PRIVATE LIMITED)
(INDIRECT SUBSIDIARY) TO DNEG S.A.R.L

The Board on February 10, 2025 as a part of internal restructuring
of its group companies has approved the divestment of entire
shareholding of Prime Focus Motion Pictures Limited ("PFMPL"),
wholly owned subsidiary of the Company in Brahma AI India
Technologies Private Limited (Formerly known as DNEG Creative
Private Limited) ("BRAHMA"), indirect subsidiary of the Company to
DNEG S.A.R.L., Luxembourg ("DNEG"), a step-down subsidiary of the
Company for a consideration of '' 1,00,000/- (Rupees One Lakh Only)
on terms and conditions as set forth in the Share Purchase Agreement
between the Brahma, PFMPL and DNEG.

46. DIVESTMENT OF THE ENTIRE EQUITY SHAREHOLDING OF THE
COMPANY IN PF STUDIO PRIVATE LIMITED (FORMERLY KNOWN
AS PRIME FOCUS PRODUCTION SERVICES PRIVATE LIMITED)
(DIRECT SUBSIDIARY) TO DNEG S.A.R.L

The Board on February 10, 2025 as a part of internal restructuring
of its group companies has approved the divestment of its entire
shareholding in PF Studio Private Limited (Formerly known as
Prime Focus Production Services Private Limited) ("PFSPL"), direct
subsidiary of the Company to DNEG S.A.R.L., Luxembourg ("DNEG"),
a step-down subsidiary of the Company for a consideration of
'' 1,00,000/- (Rupees One Lakh Only) on terms and conditions as
set forth in the Share Purchase Agreement between the Company,
PFSPL and DNEG.

47. RAISING OF FUNDS THROUGH RIGHT ISSUE OF EQUITY SHARES
AND / OR DETACHABLE SHARE WARRANTS

The Board of the Company at its meeting held on
November 14, 2024 superseding the previous approval passed at
the meeting held on February 01, 2024, considered and approved
raising of funds by way of a rights issue of equity shares (25% of
the amount payable on application and balance within a period of 18
months from the date of issue) and /or detachable share warrants (to
be converted within a period of 18 months from the date of issue), to
eligible equity shareholders of the Company as on the record date (to
be notified later) or to such person or persons who may or may not
be shareholder of the Company in whose favour the rights may be
renounced (in full or part) by respective shareholder, for a maximum
amount not exceeding '' 4,000 Crore (the "Issue"), at an issue price
of '' 90/- per equity share (including a premium of '' 89/- per equity
share) / warrant. However, there was no further development from
the Board relating to this matter.

48. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation to it
Members, financial institutions, bankers and business associates,
Government authorities, customers and vendors for their co¬
operation and support and looks forward to their continued support
in future. Your Directors also place on record, their deep sense of
appreciation for the committed services by the employees of the
Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Naresh Mahendranath Malhotra Namit Naresh Malhotra

Date: May 27, 2025 Chairman & Whole-Time Director Director

Place: MumbaiDIN: 00004597 DIN: 00004049

1

Mr. Bharat Shashikumar Dighe and Ms. Pooja Sood were appointed
as member of the Audit Committee w.e.f. August 09, 2024.

2

Mr. Kodi Raghavan Srinivasan, ceased to be member of Audit
Committee w.e.f. September 30, 2024.

3

Mrs. (Dr.) Hemalatha Thiagarajan ceased to be member of Audit
committee w.e.f. March 30, 2025.

---

Mar 31, 2024

Your Company''s Directors are pleased to present the Twenty-Seventh Annual Report together with the Audited Financial Statements for Financial Year ended March 31, 2024.

1. FINANCIAL PERFORMANCE SUMMARY

The Consolidated and Standalone Audited Financial Results for the Financial Year ended March 31, 2024 are as follows:

('' in rrores)

Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Income from services	3930.05	4628.11	33.45	40.74
Other operating income	20.49	16.15	-	-
Total income from operations	3950.54	4644.26	33.45	40.74
Less: Expenses	4196.26	4136.85	60.94	71.34
Add: Other income	216.91	279.49	50.26	40.63
Less: Finance costs	557.90	420.72	23.37	23.95
Less: Exceptional items (gain)	-	60.04	-	-
Less: Tax expense	(98.22)	111.65	(0.27)	10.55
Less: Minority interest	(83.95)	47.20	-	-
Profit / (Loss) for the year	(404.54)	147.29	(0.33)	(24.47)

2. OPERATIONS AND PERFORMANCE REVIEW AND STATE OF COMPANY''S AFFAIRS

Consolidated

During the Financial Year under review, total income from operations of the Company and its subsidiaries stood at '' 3,950.54 crores as compared to '' 4,644.26 crores in the previous year. The Net Loss after tax and after minority interest was '' (404.54) crores as compared to Net Profit of '' 147.29 crores in previous year.

Standalone

Total income from operations of the Company during the year was '' 33.45 crores as compared to '' 40.74 crores in the previous year. The Net loss after tax was '' (0.33) crores as compared to '' (24.47) crores in the previous year. A detailed analysis on the Company''s performance, both Consolidated & Standalone, is included in the "Management Discussion & Analysis" Report which forms part of this Annual Report.

3. DIVIDEND

In view of the losses in the Financial Year 2023-24, the Directors do not recommend any dividend on its equity shares for the Financial Year 2023-24.

4. DIVIDEND DISTRIBUTION POLICY

In compliance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") your Board has formulated a dividend distribution policy. A copy of the said policy is available on the website of the Company at http://www.primefocus.com/sites/default/files/ pdf/Dividend-Distribution-Policy.pdf.

5. TRANSFER TO RESERVES

In view of the losses in the Financial Year 2023-24, your Company has not transferred any amount to Reserves.

6. SHARE-CAPITAL

Authorised Share Capital

During the Financial year under review, the Authorised Share Capital of your Company was increased from '' 45,05,00,000/- (Rupees Forty Five Crores and Five Lakhs) to '' 85,00,00,000/- (Rupees Eighty Five Crores) comprising of 85,00,00,000 (Eighty Five Crores) Equity Shares of Re. 1/- (Rupee One) each by passing of an ordinary resolution through postal ballot on March 21, 2024 by the shareholders of the Company.

As on March 31, 2024, the Authorised Share Capital of your Company is '' 85,00,00,000/- (Rupees Eighty Five Crores) comprising of 85,00,00,000 (Eighty Five Crores) equity shares of Re. 1/- (Rupee One) each.

Paid-Up Share Capital

Pursuant to the approval granted by ESOP Compensation Committee of the Company at its meetings held on February 1, 2024 and February 13, 2024, the Company has allotted 1,18,000 (One Lakh Eighteen Thousand) Equity Shares and 1,94,000 (One Lakh Ninety Four Thousand) Equity shares respectively of face value of Re. 1/- (Rupee One) each at an issue price of '' 52/- (Rupees Fifty Two), arising out of the exercise of Employees Stock Option granted to the employees of the Company and its subsidiaries.

Post allotment of the aforesaid equity shares, the issued, subscribed and paid-up equity share capital of the Company as on March 31, 2024 stood at '' 29,98,48,644/- (Rupees Twenty Nine Crores Ninety Eight Lakhs Forty Eight Thousand Six Hundred Forty Four) comprising of 29,98,48,644 (Twenty Nine Crores Ninety Eight Lakhs Forty Eight Thousand Six Hundred Forty Four) equity shares of Face Value of Re. 1/- (Rupee One) each.

The Company has neither issued shares with differential voting rights nor sweat equity shares. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

7. EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company has implemented ''PFL-ESOP Scheme 2014'' compliant with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations") to reward and retain the qualified and skilled employees and to give them an opportunity to participate in the growth of the Company, these schemes are administered by the ESOP Compensation Committee of the Company.

A certificate from the Secretarial Auditors of the Company as required under Regulation 13 of the SEBI SBEB & SE Regulations shall be available electronically for inspection by the Members at the ensuing Annual General Meeting. The disclosures as required to be made under the provisions of the Act and Rules made thereunder and under Regulation 14 of the SEBI SBEB & SE Regulations read with SEBI Circular dated June 16, 2015 are accessible on Company''s website at https://www.primefocus.com/sites/default/files/pdf/2024 25/ Disclosure under SEBI Regulations 2021 forthe year ended 31st March 2024.pdf.

The details of Employee Stock Options form part of the Notes to Accounts to Financial Statements in this Annual Report. No employee of the Company received grant of options during the year amounting to 5% or more of the options granted or exceeding 1% of issued capital of the Company.

8. SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") and approved by the Central Government under Section 118 (10) of the Companies Act, 2013 ("the Act") for the Financial Year ended 2023-24.

9. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of Financial Year of the Company to which the Financial Statements relate and the date of this Report.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year under review, there were no significant or material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

11. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company during the Financial Year ended March 31, 2024.

12. RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a Company''s capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a Company''s operating environment and they emerge on a regular basis. The Company''s Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed. The Board has a duly constituted Risk Management Committee of Directors.

The Company is well aware of the above risks and as part of business strategy has a robust risk management framework to identify, evaluate and mitigate business risks with timely action. This framework seeks to enable growth, create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage by undertaking effective steps to manage risks.

The Board approved Risk Management policy has been put in place, which is reviewed periodically, to establish appropriate system and procedures to mitigate all risks faced by the Company.

The Risk Management policy of the Company is available on the website at https://www.primefocus.com/sites/default/files/ pdf/2024 25/PFL Risk Management Policy.pdf.

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems. For further details, please refer to the Management Discussion and Analysis Report which forms a part of this Annual Report.

14. HUMAN RESOURCES

Human Resource is considered as one of the most critical resource in the business which can be continuously smoothened to maximize the effectiveness of the organization. Human Resource builds the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst employees towards strengthening the Company''s Policies and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company. The Company has generally enjoyed cordial relations with its personnel. Further, the total number of permanent employees of the Company as on March 31, 2024 is 16.

15. PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace. During the year under review, Company has not received any complaints on sexual harassment and hence there are no complaints pending as on the end of the Financial Year 2023-24 on sexual harassment.

16. PUBLIC DEPOSITS

The Company has not accepted any deposits from public falling within the ambit of sections 73 and 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no

disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

17. ANNUAL RETURN

In compliance with the provisions of Section 92 and Section 134(3)

(a) of the Act, the Annual Return of the Company for the Financial Year ended March 31, 2024 has been uploaded on the website of the Company and the web link of the same is https://www.primefocus. com/sites/default/files/pdf/Form MGT 7 PFL F.Y 23-24.pdf

18. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, Regulation 33 of the Listing Regulations and applicable Indian Accounting Standards notified under the Companies (Indian Accounting Standard) Rules, 2015, the Audited Consolidated Financial Statements of the Company for the Financial Year 2023-24, together with the Auditors'' Report forms part of this Annual Report.

19. SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE COMPANIES

Financial Performance:

A separate statement containing the salient features of financial statements of subsidiaries/joint venture/associate companies of the Company in the prescribed Form AOC - 1 in compliance with Section 129 (3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 forms part of this Annual Report.

The said Form also highlights the financial performance of each of the subsidiaries included in the Consolidated Financial Statements (CFS) of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Act, the financial statements of the subsidiary and associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the date of the Annual General Meeting of the Company

i.e., Monday, September 30, 2024. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company.

The financial statements including the CFS, and all other documents required to be attached to this report have been uploaded on the website of the Company at www.primefocus.com.

The Policy for determining Material Subsidiaries has been uploaded on the Company''s website at https://www.primefocus.com/sites/ default/files/pdf/POLICY ON MATERIAL SUBSIDIARIES.pdf

The Company has 38 subsidiaries/joint venture and associate companies as on March 31, 2024.

a. Companies which have become subsidiary Company:

1. DNEG Australia Productions Pty Ltd became subsidiary of the Company w.e.f. February 7, 2024.

b. Companies which ceased to be Subsidiary Company:

1. Prime Focus 3D Cooperatief U.A., Netherlands was liquidated w.e.f. February 13, 2024 and ceased to be subsidiary of the Company.

2. Prime Focus MEAD FZ LLC, dissolved w.e.f. June 16, 2023.

3. Prime Focus World N.V., Netherlands ("PFW NV") ceased to be subsidiary w.e.f March 29, 2024 pursuant to merger with DNEG S.A R.L., Luxembourg (formerly known as Prime Focus Luxembourg S.a.r.l.).

c. Joint Venture / Associate Companies:

1. During the Financial Year under review, Joint Venture agreement relating to Incamera Limited has been terminated w.e.f. February 14, 2024.

d. Further the following changes were taken place after the financial year till the date of this report:

1. Vegas II VFX ltd., Vancouver, BC and Double Negative Huntsman VFX Ltd., Canada ceased to be subsidiaries w.e.f April 1, 2024 pursuant to merger with Double Negative Canada Productions Ltd.

2. Brahma AI Limited became subsidiary of the Company w.e.f April 12, 2024.

3. Lowry Digital Imaging Services, Inc., liquidated w.e.f April 12, 2024.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

i. The steps taken to or impact on conservation of energy-

Although the Company is not engaged in manufacturing activities, as a responsible corporate citizen, we continue to pursue and adopt appropriate energy conservation measures. The Company makes every effort to conserve energy as far as possible in its postproduction facilities, Studios, Offices, etc. The Company also takes significant measures to reduce energy consumption by using energy efficient computers and by purchasing energy efficient equipment. The Company purchases PCs, laptops, air conditioners etc. that meet environment standards, wherever possible and replace old equipment with more energy-efficient equipment.

ii. The Steps taken by the Company for utilizing alternate sources of energy - Not applicable.

iii. The capital investment on energy conservation equipment

- The Company constantly evaluates new developments and invests into latest energy efficient technology.

B. TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption-The Company adopts the latest trends in the technology development and introduces the same so as to ensure reduction in cost with best quality output.

ii. The benefits derived like product improvement, cost reduction, Product development or import substitution

- Not applicable.

iii. Imported Technology

(a) The details of technology imported - Not Applicable

(b) The year of import - Not applicable

(c) Whether the technology has been fully absorbed - Not applicable

(d) If not fully absorbed - Not applicable

iv. Expenditure incurred on Research and Development (R&D) -

Your Company is predominantly a service provider and therefore has not set up a formal R&D unit, however continuous research and development is carried out at various development centers as an integral part of the activities of the Company.

C. PARTICULARS OF FOREIGN CURRENCY EARNINGS AND OUTGO:

Particulars	March 31, 2024	March 31, 2023
Foreign exchange earned in terms of actual inflow	0.30	56.77
Foreign exchange outgo in terms of actual outflow	(4.64)	(399.89)

21. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the Financial Year ended March 31, 2024 as stipulated under Regulation 34(2)(e) read with Schedule V of the Listing Regulations, is included as a separate section form part of this Annual Report.

22. CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the Practicing Company Secretary confirming compliance of Corporate Governance norms as stipulated in Regulation 34 read along with schedule V of Listing Regulations is included in this Annual Report for the Financial Year 2023-24.

23. DIRECTORS

As per the relevant provisions of the Act and Listing Regulations, during the Financial Year under review, the following changes in Directors are detailed as follows:

i) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act read with Companies (Management & Administration) Rules, 2014, Mr. Naresh Mahendranath Malhotra (DIN: 00004597), Chairman and Whole-time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

An item seeking your approval on the above is included in the Notice convening the Annual General Meeting. Brief resume and other requisite details as stipulated under Listing Regulations and Secretarial Standard - 2 on General Meetings of the Directors being appointed/re-appointed forms part of the Notice of the ensuing Annual General Meeting.

ii) Appointment/Re-appointment of Director:

During the financial year under review, there was no appointment/ re-appointment of Director in the Company.

iii) Resignation/Completion of term of Directors:

a) Mr. Ramakrishnan Sankaranarayanan (DIN:02696897), resigned as a Non-Executive Director of the Company w.e.f May 30, 2023 on account of other professional commitments.

b) Mr. Padmanabha Gopal Aiyar (DIN: 02722981), resigned as a Non-Executive Independent Director of the Company w.e.f May 30, 2023 due to other professional commitments.

The Board placed on record their appreciation for the services rendered by them during their tenure with the Company.

iv) Other Updates:

a) Mr. Kodi Raghavan Srinivasan (DIN: 00012449) completes his second term of five (5) consecutive years as NonExecutive Independent Director at the conclusion of 27^th Annual General Meeting. The Board placed on record its appreciation for the services rendered by him during his tenure with the Company.

24. DECLARATION BY INDEPENDENT DIRECTORS

Every Independent Director, at the first meeting of the Board after appointment and thereafter at the first meeting of the Board in every Financial Year or whenever there is change in the circumstances which may affect his/her status as the Independent Director, is

required to provide the declaration that he/she meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

In accordance with the above, the Company has received necessary declaration from each Independent Director under Section 149(7) of the Act, that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations. Further, all the Independent Directors have affirmed that they have adhered and complied with the Company''s Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act. In the opinion of the Board, all the Independent Directors fulfill the criteria of independence, integrity, expertise and have the required experience as provided under the Act, Rules made thereunder, read with the Listing Regulations and are independent of the management.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs (''IICA''). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) years from the date of inclusion of their names in the data bank. All Independent Directors of the Company are exempted from undertaking the online proficiency self-assessment test by IICA.

25. KEY MANAGERIAL PERSONNEL (KMP)

In terms of Section 203 of the Act, following are the KMPs of the Company as on March 31, 2024:

^ Mr. Naresh Mahendranath Malhotra, Chairman and Whole-Time Director.

^ Mr. Nishant Fadia, Chief Financial Officer.

^ Ms. Parina Shah, Company Secretary and Compliance Officer.

During the Financial Year under review, there were no changes to the Key Managerial Personnel of the Company.

26. BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Listing Regulations, annual evaluation of the performance of the Board, its Committees and of individual Directors has been made.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The performance evaluation of the Chairman and the Non Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairperson was also evaluated on the key aspects of his role. The criteria for performance evaluation of Independent Directors included aspects like time invested in understanding the company and its unique requirements; bringing external knowledge and perspective to the table for discussions at the meetings; expression of his / her views on the issues discussed at the Board Meetings and keeping himself/herself updated on current areas and issues that are likely to be discussed at the Board level.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee (NRC) has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

• Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them. ¹

the Independent Directors, details of which are available on the website of the Company: https://www.primefocus.com/ investor-center#Familiarisation Prgm for ID

27. NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel, Senior Management and other Employees pursuant to the provisions of the Act and Regulation 19 of the Listing Regulations.

The salient features and objectives of the Nomination and Remuneration policy are as follows:

- To formulate the criteria and terms to determine qualifications, attributes and independence of Directors;

- To identify the qualification, key attributes and profile required of persons who may be appointed in Senior Management and Key Managerial positions;

- To determine remuneration of the Directors, Key Managerial Personnel and Senior Management employees and other employees based on the Company''s size of business, financial position and trends and practices prevailing in similar companies in the industry;

- To devise mechanism and carry out evaluation of the performance of Directors;

- To devise and achieve diversity on the composition of Board, an essential element to support quality of performance;

- To retain, motivate and promote talent and create a sense of participation and ownership;

- To carry out such other functions as is mandated by Board of Directors and perform such other functions as may be necessary or appropriate for performance of duties.

Further, the Nomination and Remuneration policy of the Company is available on the website of the Company at https://www.primefocus. com/sites/default/files/pdf/Nomination Remuneration Policy.pdf

28. BOARD MEETINGS

During the Financial Year 2023-24, your Board met Seven (7) times such that the intervening gap between the two Board Meetings was within the period prescribed under the Act and Regulation 17 of Listing Regulations.

Details of the composition of the Board and its Committees along with the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report, which forms part of this Annual Report.

29. AUDIT COMMITTEE

The Audit Committee as on March 31, 2024 comprises of following members:

Name of the Members	Positions
Mr. Samu Devarajan	Chairman
Mr. Kodi Raghavan Srinivasan	Member
Mr. Padmanabha Gopal Aiyar1	Member
Mrs. (Dr.) Hemalatha Thiagarajan1	Member
Mr. Naresh Mahendranath Malhotra1	Member

*Mr. Padmanabha Gopal Aiyar, ceased to be member of Audit Committee w.e.f May 30, 2023. Mr. Naresh Mahendranath Malhotra and Mrs. (Dr.) Hemalatha Thiagarajan were appointed as members of the Audit committee w.e.f. May 30, 2023.

The Board accepted the recommendation of the Audit Committee whenever made by the Committee, during the Financial Year under review.

Further, details relating to the Audit Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and 177(10) of the Act and the provisions of Listing Regulations, the Company has a Whistle Blower Policy for establishing a vigil mechanism for Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who can avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Chairperson of the Audit Committee. The Audit Committee periodically reviews the functioning of this Mechanism. The policy of vigil mechanism is available on the Company''s website at https://www.primefocus.com/ sites/default/files/pdf/Whistle Blower PFL.pdf

The details of the Vigil Mechanism/ Whistle Blower Policy are given in the Report on Corporate Governance, which forms part of this Annual Report.

31. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure A.

In terms of Section 136 of the Act, the Report and Accounts are being sent to the members, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on

all working days up to the date of Annual General Meeting of the Company i.e. Monday, September 30, 2024. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

No Directors of the Company received any remuneration or commission from any of its subsidiaries/ joint venture.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Corporate Social Responsibility Committee as on March 31, 2024 comprises of following members:

Name of the Members	Positions
Mr. Naresh Mahendranath Malhotra	Chairman
Mr. Ramakrishnan Sankaranarayanan1	Member
Mr. Samu Devarajan	Member
Mr. Namit Naresh Malhotra1	Member

*Mr. Ramakrishnan Sankaranarayanan ceased to be member of the CSR committee w.e.f. May 30, 2023 and Mr. Namit Naresh Malhotra was appointed as a member in the CSR committee w.e.f. May 30, 2023.

The brief outline of the CSR Policy of the Company along with the Annual Report on CSR activities is set out in Annexure B of this report. The policy is available on the Company''s website at https://www.primefocus.com/sites/default/files/pdf/2021 22/ PFL CSR Policy.pdf

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans given, Investments made, Guarantees given and Securities provided during the Financial Year under Section 186 of the Act are stated in the Notes to Accounts which forms part of this Annual Report.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/ transactions entered by the Company with the Related Parties during the Financial Year were on an Arm''s length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were entered into only with prior approval of the Audit Committee, except transactions which qualify under Omnibus approval as permitted under the law. A statement

of all Related Party Transactions entered is placed before the Audit Committee and Board for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a Policy on Related Party Transactions and the same is available on the Company''s website at https://www.primefocus.com/sites/default/files/pdf/Policy on Related Parties 2023.pdf

The disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable to your Company, since there were no material transactions with related parties.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the Listing Regulations, the Business Responsibility & Sustainability Report, describing the initiatives taken by your Company from an environment, social and governance perspective for FY 2023-24 forms part of this Annual Report.

36. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 and other applicable provisions, if any, of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, the Company transferred 9485 shares in respect of which dividend has not been paid or claimed for seven consecutive years or more to IEPF Authority including shares held in unclaimed suspense account on November 30, 2017. The balance number of shares lying with the IEPF Authority is 9285 shares as on March 31, 2024.

The members, whose unclaimed shares have been transferred to IEPF, may claim the same by making application to the IEPF authority in Form No. IEPF-5 available on www.iepf.gov.in for details of unclaimed shares transferred to IEPF please refer Company''s website viz. www.primefocus.com.

37. AUDITORS

Statutory Auditors

At the 26^th Annual General Meeting held on September 29, 2023, M/s. M S K A & ASSOCIATES (Firm Registration No. 105047W), were appointed as Statutory Auditors of the Company for the first term of 5 (Five) consecutive years from the conclusion of 26^th Annual General Meeting till the conclusion of 31^st Annual General Meeting of the Company to be held for the Financial Year 2027-28.

The Company has received a confirmation from M/s. M S K A & ASSOCIATES (Firm Registration No. 105047W) that they satisfy the criteria provided under section 141 of the Act and are not disqualified to act as the Statutory Auditors and are eligible to hold the office as Auditors of the Company.

The Auditors Report for the Financial Year 2023-24 does not contain any qualification, reservation, disclaimer or adverse remark and forms part of this Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, M/s. D. M. Zaveri & Co. (CP No. 4363), Practicing Company Secretaries had been re-appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the Financial Year 2023-24. The report of the Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure C1.

The Secretarial Auditors'' Report for the Financial Year 2023-24 does not contain any qualification, reservation or adverse remark.

In accordance with the provisions of Regulation 24A of the Listing Regulations, Secretarial Audit Report of two material unlisted Indian subsidiaries of the Company namely, Prime Focus Technologies Limited and DNEG India Media Services Limited are provided as Annexure - C2 and C3 respectively to this Report.

In accordance with the SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, read with Exchange Circular no. 20230410-41 dated April 10, 2023, the Company has obtained the Annual Secretarial Compliance Report incorporating additional affirmations from the Secretarial Auditor for the Financial Year 2023-24. The same is also submitted to the Stock Exchanges.

38. COST RECORDS

Maintenance of Cost records and requirement of cost audit as prescribed under Section 148 of the Act are not required by the Company.

39. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT

During the Financial Year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

40. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliances with the provisions of section 134(3)(c) read with section 134(5) of the Act in the preparation of the annual accounts for the Financial Year ended on March 31, 2024 and to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the

state of affairs of the company as at the March 31, 2024 and of the loss of the Company for that year on that date;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down proper systems of internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

41. WHOLE-TIME DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

In terms of Regulation 17(8) of Listing Regulations, the Company has obtained compliance certificate from the Whole -Time Director and Chief Financial Officer.

42. INSOLVENCY AND BANKRUPTCY

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the Financial Year under review, there has been no incident of one time settlement for loan taken from the banks or financial institutions and hence not being commented upon.

44. DIVESTMENT OF THE ENTIRE EQUITY SHAREHOLDING OF THE COMPANY IN PRIME FOCUS TECHNOLOGIES LIMITED, SUBSIDIARY OF THE COMPANY

The Board on April 29, 2024 has approved the divestment by way of sale of its entire equity shareholding in Prime Focus Technologies Limited ("PFT"), subsidiary of the Company to DNEG S.A R. L., Luxembourg ("DNEG"), a step-down subsidiary of the Company, on terms and conditions as set forth in the Share Purchase Agreement dated April 29, 2024 and Addendum to Share Purchase Agreement dated May 29, 2024 executed between the Company, PFT and DNEG. The said transaction is subject to approval of the members of the Company.

45. RAISING OF FUNDS THROUGH RIGHT ISSUE OF EQUITY SHARES AND / OR DETACHABLE SHARE WARRANTS

The Board of the Company, at its meeting held on February 01, 2024, considered and approved raising of funds by way of a rights issue of equity shares (25% of the amount payable on application and balance within a period of 18 months from the date of issue) and / or detachable share warrants (to be converted within a period of 18 months from the date of issue), to eligible equity shareholders of the Company as on the record date (to be notified later) or to such person or persons who may or may not be shareholder of the Company in whose favour the rights may be renounced (in full or part) by respective shareholder, for a maximum amount not exceeding '' 4,000 Crore (the "Issue"), at an issue price of '' 90/- per equity share (including a premium of '' 89/- per equity share) / warrant.

46. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation to the Members, financial institutions, bankers and business associates, Government authorities, customers and vendors for their co-operation and support and looks forward to their continued support in the future. Your Directors also place on record, their deep sense of appreciation for the committed services by the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Naresh Mahendranath Malhotra Namit Naresh Malhotra

Chairman & Whole-Time Director Director

DIN: 00004597 DIN: 00004049

Date: May 30, 2024 Place: Mumbai

1

Independence - A Director will be considered independent if he/ she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

Familiarization Programme for Independent Directors

Pursuant to Regulation 25(7) of the Listing Regulations the Company has in place a programme for familiarisation of

---

Mar 31, 2023

Directors'' Report

To

The Members of

Prime Focus Limited ("the Company")

Your Company''s Directors are pleased to present the Twenty-Sixth Annual Report together with the Audited Financial Statements for Financial Year
ended March 31, 2023.

1. FINANCIAL PERFORMANCE SUMMARY

The Consolidated and Standalone Audited Financial Results for the Financial Year ended March 31, 2023 are as follows:

Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Income from services	4628.11	3369.15	40.74	102.51
Other operating income	16.15	16.76	-	18.41
Total income from operations	4644.26	3385.91	40.74	120.92
Less: Expenses	4136.85	3006.17	71.34	120.78
Add: Other income	279.49	91.85	40.63	72.64
Less: Finance costs	420.72	373.34	23.95	32.28
Less: Exceptional items(gain)	60.04	180.52	-	(250.20)
Less: Tax expense	111.65	91.62	10.55	-
Less: Minority interest	47.20	(2.32)	-	-
Profit / (Loss) for the year	147.29	(171.57)	(24.47)	290.70

2. OPERATIONS AND PERFORMANCE REVIEW AND STATE OF
COMPANY''S AFFAIRS

Consolidated

During the Financial Year under review, total income from operations
of the Company and its subsidiaries stood at ''4644.26 crores as
compared to ''3385.91 crores in the previous year. The Net Profit
after tax after minority interest was '' 147.29 crores as compared to
Net Loss of ''(171.57) crores in previous year.

Standalone

Total income from operations of the Company during the year was
''40.74 crores as compared to ''120.92 crores in the previous year.
The Net loss after tax was ''(24.47) crores as compared to profit
of '' 290.70 crores in the previous year. A detailed analysis on the
Company''s performance, both Consolidated & Standalone, is included
in the "Management Discussion & Analysis" Report which forms part
of this Annual Report.

3. DIVIDEND

In view of the losses in the Financial Year 2022-23, the Directors do
not recommend any dividend for its equity shares for the Financial
Year 2022-23.

4. DIVIDEND DISTRIBUTION POLICY

In compliance with the Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") your Board had formulated a dividend
distribution policy. A copy of the said policy is available on the website
of the Company at http://www.primefocus.com/sites/default/files/
pdf/Dividend-Distribution-Policy.pdf

5. TRANSFERTO RESERVES

In view of the losses in the Financial Year 2022-23, Your Company
has not transferred any amount to Reserves.

6. SHARE-CAPITAL
Authorised Share Capital

The Authorised Share Capital of your Company is '' 45,05,00,000/-
(Rupees Forty Five Crores and Five Lakhs) comprising of
45,05,00,000 (Forty Five Crores and Five Lakhs) equity shares of
Re. 1/- (Rupee One) each.

Paid-Up Share Capital

The paid-up equity share capital of the Company as on
March 31, 2023 stood at '' 29,95,36,644/- (Rupees Twenty Nine

Crores Ninety Five Lakhs Thirty Six Thousand Six Hundred Forty
Four) comprising of 29,95,36,644 (Twenty Nine Crores Ninety Five
Lakhs Thirty Six Thousand Six Hundred Forty Four) equity shares of
Face Value of Re. 1/- (Rupee One) each.

The Company has neither issued share with differential voting rights
nor sweat equity. As on March 31, 2023, none of the Directors of
the Company hold instruments convertible into equity shares of the
Company.

7. EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company has implemented ''PFL-ESOP Scheme 2014'' compliant
with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEB & SE Regulations") to reward
and retain the qualified and skilled employees and to give them
an opportunity to participate in the growth of the Company, these
schemes are administered by the ESOP Compensation Committee of
the Company.

Pursuant to the applicable provisions of the Companies Act, 2013
(the ''Act'') and the SEBI SBEB & SE Regulations and recommendation
of ESOP Compensation Committee, Board of Directors vide its
meeting held on June 30, 2022 approved modification in Clause
3.13 of ''PFL-ESOP Scheme 2014'' to increase the period for exercise
of the options vested under such Scheme from 5 years to 10 years
and the same was subsequently approved by the Members of the
Company vide Special Resolution passed by way of Postal Ballot on
August 07, 2022.

A certificate from the Secretarial Auditors of the Company as
required under Regulation 13 of the SEBI SBEB & SE Regulations
shall be available electronically for inspection by the Members at
the ensuing Annual General Meeting. The disclosures as required to
be made under the provisions of the Act and Rules made thereunder
and under Regulation 14 of the SEBI SBEB & SE Regulations read
with SEBI Circular dated June 16, 2015 are accessible on Company''s
website at http://www.primefocus.com/sites/default/files/
pdf/2022 23/ESOP disclosure Reg 14 2022 23.pdf

The details of Employee Stock Options form part of the Notes to
Accounts to Financial Statements in this Annual Report. No employee
of the Company received grant of options during the year amounting
to 5% or more of the options granted or exceeding 1% of issued
capital of the Company.

8. SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India
(''ICSI'') and approved by the Central Government under Section 118
(10) of the Act for the Financial Year ended 2022-23.

9. MATERIAL CHANGES AND COMMITMENT AFFECTING THE
FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THIS REPORT

There have been no material changes and commitments affecting
the financial position of the Company which have occurred between
the end of Financial Year of the Company to which the Financial
Statements relate and the date of this Report.

10. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company during
the Financial Year ended March 31, 2023.

However, the Company has taken few strategic decisions to
rationalize the operating structure and transferred few business
segments to its subsidiary like:

1. Transfer of Visual Effects (VFX) business to DNEG Creative
Services Limited (Subsidiary of the Company) as a slump sale on
a going concern basis effective from October 07, 2019.

2. Transfer of other Bollywood business to DNEG India Media
Services Limited (Subsidiary of the Company) as a slump sale on
a going concern basis effective from March 31, 2022.

In view of the above, PFL has started earning a majority of income
from leasing of premises, studio, alongwith existing infrastructure,
equipment and provide other facilities/ services in connection with
the same with effect from April 1, 2022 onwards.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year under review, there were no significant or
material orders passed by the Regulators or Courts or Tribunal which
would impact the going concern status of the Company and its future
operation.

12. RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the
sectors in which it operates. A key factor in determining a Company''s
capacity to create sustainable value is the risks that the Company is
willing to take (at strategic and operational levels) and its ability to
manage them effectively. Many risks exist in a Company''s operating
environment and they emerge on a regular basis. The Company''s
Risk Management processes focuses on ensuring that these risks
are identified on a timely basis and addressed. The Board has a duly
constituted Risk Management Committee of Directors.

The Company is well aware of the above risks and as part of business
strategy has a robust risk management framework to identify, evaluate
and mitigate business risks with timely action. This framework seeks
to enable growth, create transparency, minimize adverse impact on
the business objectives and enhance the Company''s competitive
advantage by undertaking effective steps to manage risks.

The Board approved Risk Management policy has been put in place,
which is reviewed periodically, to establish appropriate system and
procedures to mitigate all risks faced by the Company.

The Risk Management policy of the Company is available on the
website at http://www.primefocus.com/sites/default/files/
pdf/2021 22/PFL Risk Management Policy.pdf

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Audit Committee reviews adequacy and effectiveness of
the Company''s internal control environment and monitors the
implementation of audit recommendations, including those relating
to strengthening of the Company''s risk management policies and
systems. For further details, please refer to the Management
Discussion and Analysis Report which forms a part of this Annual
Report.

14. HUMAN RESOURCES

Human Resource is considered as one of the most critical resource
in the business which can be continuously smoothened to maximize
the effectiveness of the organization. Human Resource builds the
Enterprise and the sense of belonging would inculcate the spirit of
dedication and loyalty amongst them towards strengthening the
Company''s Policies and Systems. All personnel continue to have
healthy, cordial and harmonious approach thereby enhancing the
contributory value of the Company. The Company has generally
enjoyed cordial relations with its personnel. Further, the total number
of permanent employees of the Company as on March 31, 2023 is 16.

15. PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace
and has a mechanism in place for prevention, prohibition and redressal
of sexual harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules made thereunder. The
Company is committed to provide equal opportunities without regard
to their race, caste, sex, religion, color, nationality, disability, etc. All
employees are treated with dignity with a view to maintain a work
environment free of sexual harassment whether physical, verbal or
psychological. All employees (permanent, contractual, temporary,
trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in line
with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013.

An Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment at workplace.
During the year under review, Company has not received any
complaints on sexual harassment and hence there are no complaints
pending as on the end of the Financial Year 2022-23 on sexual
harassment.

16. PUBLIC DEPOSITS

The Company has not accepted any deposits from public falling within
the ambit of sections 73 and 76 of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014. Hence, no disclosure is
required under Rule 8(5)(v) and (vi) of the Companies (Accounts)
Rules, 2014.

17. ANNUAL RETURN

In compliance with the provisions of Section 92 of the Act, the Annual
Return of the Company for the Financial Year ended March 31, 2023
has been uploaded on the website of the Company and the web link
of the same is http://www.primefocus.com/sites/default/files/pdf/
MGT7PFL23.PDF

18. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, Regulation 33 of the
Listing Regulations and applicable Indian Accounting Standards
notified under the Companies (Indian Accounting Standard) Rules,
2015, the Audited Consolidated Financial Statements of the
Company for the Financial Year 2022-23, together with the Auditors''
Report forms part of this Annual Report.

19. SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE
COMPANIES

Financial Performance:

A separate statement containing the salient features of financial
statements of subsidiaries/joint venture/associate companies of the
Company in the prescribed Form AOC - 1 in compliance with Section
129 (3) and other applicable provisions, if any, of the Act read with
Rule 5 of the Companies (Accounts) Rules, 2014 forms part of this
Annual Report.

The said Form also highlights the financial performance of each of the
subsidiaries included in the Consolidated Financial Statements (CFS)
of the Company pursuant to Rule 8(1) of the Companies (Accounts)
Rules, 2014.

In accordance with Section 136 of the Act, the financial statements
of the subsidiary and associate companies are available for
inspection by the members at the Registered Office of the Company
during business hours on all working days up to the date of the
Annual General Meeting of the Company i.e., Friday, September 29,
2023. Any member desirous of obtaining a copy of the said financial
statements may write to the Company Secretary at the Registered
Office of the Company.

iii. The capital investment on energy conservation equipment''s

- The Company constantly evaluates new developments and
invests into latest energy efficient technology.

B. TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption -The Company
adopts the latest trends in the technology development and
introduces the same so as to ensure reduction in cost with best
quality output.

ii. The benefits derived like product improvement, cost reduction,
Product development or import substitution

- Not applicable.

iii. Imported Technology

(a) The details of technology imported - Not Applicable

(b) The year of import - Not applicable

(c) Whether the technology has been fully absorbed
- Not applicable

(d) If not fully absorbed - Not applicable

iv. Expenditure incurred on Research and Development (R&D) -

Your company is predominantly a service provider and therefore
has not set up a formal R&D unit, however continuous research
and development is carried out at various development centers
as an integral part of the activities of the Company.

C. PARTICULARS OF FOREIGN CURRENCY EARNINGS AND OUTGO:

Particulars	March 31, 2023	March 31, 2022
Foreign exchange earned in terms of actual inflow	56.77	23.17
Foreign exchange outgo in terms of actual outflow	(399.89)	(1.13)

The financial statements including the CFS, and all other documents
required to be attached to this report have been uploaded on the
website of the Company at www.primefocus.com.

The Policy for determining Material Subsidiaries has been uploaded
on the Company''s website at http://www.primefocus.com/sites/
default/files/pdf/POLICY ON MATERIAL SUBSIDIARIES.pdf

The Company has 41 subsidiaries/joint venture and associate
companies as on March 31, 2023.

a. Companies which have become subsidiary Company:

During the Financial Year under review, following Companies
have become the subsidiaries of the Company in accordance
with section 2(87) of the Act.

1. DNEG Australia PTY Ltd became subsidiary of the Company
w.e.f. May 04, 2022

2. Double Negative Hungary Limited became subsidiary of the
Company w.e.f. May 28, 2022

3. DNEG Spain, S.L. became subsidiary of the Company w.e.f.
September 02, 2022

b. Companies which ceased to be Subsidiary Company:

Prime Focus China Limited was dissolved w.e.f. February 27,
2023 and ceased to be subsidiary of the Company.

c. Joint Venture / Associate Companies:

During the Financial Year under review, there are no companies
which has become or ceased to be Joint Venture/ Associate
Companies.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

i. The steps taken to or impact on conservation of energy-

Although the Company is not engaged in manufacturing activities,
as a responsible corporate citizen, we continue to pursue and
adopt appropriate energy conservation measures. The Company
makes every effort to conserve energy as far as possible in its
postproduction facilities, Studios, Offices, etc. The Company
also takes significant measures to reduce energy consumption
by using energy efficient computers and by purchasing energy
efficient equipment. The Company purchases PCs, laptops, air
conditioners etc. that meet environment standards, wherever
possible and replace old equipment with more energy-efficient
equipment.

ii. The Steps taken by the Company for utilizing alternate sources
of energy - Not applicable.

21. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the Financial Year
ended March 31, 2023 as stipulated under Regulation 34(2)(e) read
with Schedule V of the Listing Regulations, is included as a separate
section forming part of this Annual Report.

22. CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance forming part of the
Directors'' Report and the certificate from the Practicing Company
Secretary confirming compliance of Corporate Governance norms
as stipulated in Regulation 34 read along with schedule V of Listing
Regulations is included in this Annual Report for the Financial Year
2022-23.

23. DIRECTORS

As per the relevant provisions of the Act and Listing Regulations,

during the Financial Year under review, the following changes in

Directors are detailed as follows:

i) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act read
with Companies (Management & Administration) Rules, 2014,
Mr. Namit Naresh Malhotra (DIN: 00004049), Non -Executive
Director of the Company retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re¬
appointment.

Item seeking your approval on the above is included in the Notice
convening the Annual General Meeting. Brief resume and other
requisite details as stipulated under Listing Regulations and
Secretarial Standard - 2 on General Meetings of the Directors
being appointed/re-appointed forms part of the Notice of the
ensuing Annual General Meeting.

ii) Appointment/Re-appointment of Director:

a) Upon the recommendation of Nomination and Remuneration
Committee of the Board, the Board of Directors at their
meeting held on June 30, 2022 approved appointment of
Mr. Vibhav Parikh (DIN: 00848207), as an Additional Non¬
Executive Director of the Company (Nominee of Marina IV
(Singapore) Pte. Ltd., Marina Horizon (Singapore) Pte Ltd.,
Augusta Investments Zero Pte. Ltd., Augusta Investments
I Pte. Ltd. and Marina IV LP) w.e.f July 01, 2022 and his
appointment was approved by members vide Ordinary
resolution passed on August 07, 2022 through postal
ballot.

b) The term of Mr. Naresh Mahendranath Malhotra
(DIN: 00004597) as a Chairman and Whole-time Director
expired on April 30, 2023. Upon the recommendation
of the Nomination and Remuneration Committee
and the Board of Directors at their meeting held on
August 12, 2022 and the Members vide Special Resolution
passed at the 25^th Annual General Meeting of the Company
held on September 30, 2022, approved the appointment
of Mr. Naresh Mahendranath Malhotra as Chairman and
Whole-time Director, for a period of 3 (three) years w.e.f
May 01, 2023 on the terms and conditions including
remuneration as recommended by the Nomination and
Remuneration Committee.

iii) Resignation of Directors:

a) Mr. Udai Dhawan (DIN: 03048040), resigned as a Non¬
Executive Director of the Company w.e.f June 30, 2022 on
account of other professional commitments.

b) Mr. Rivkaran Singh Chadha (DIN: 00308288), resigned as
a Non-Executive Independent Director of the Company
w.e.f November 14, 2022 due to other professional
commitments.

c) Mr. Ramakrishnan Sankaranarayanan (DIN: 02696897),
resigned as a Non-Executive Director of the Company
w.e.f May 30, 2023 on account of other professional
commitments.

d) Mr. Padmanabha Gopal Aiyar (DIN: 02722981), resigned as
a Non-Executive Independent Director of the Company w.e.f
May 30, 2023 due to other professional commitments.

The Board expressed its gratitude for the service provided
by the aforementioned Directors and acknowledged that
they took their Board duties with dedication, grace and
seriousness.

24. DECLARATION BY INDEPENDENT DIRECTORS

Every Independent Director, at the first meeting of the Board after
appointment and thereafter at the first meeting of the Board in every
Financial Year or whenever there is change in the circumstances
which may affect his/her status as the Independent Director, is
required to provide the declaration that he/she meets the criteria
of independence as provided under Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations.

In accordance with the above, the Company has received necessary
declaration from each Independent Director under Section 149(7)
of the Act, that he/she meets the criteria of independence laid
down in Section 149(6) of the Act and Regulation 16(1)(b) of Listing
Regulations. Further, all the Independent Directors have affirmed that
they have adhered and complied with the Company''s Code of Conduct
for Independent Directors which is framed in accordance with
Schedule IV of the Act. In the opinion of the Board, all the Independent
Directors fulfills the criteria of independence, integrity, expertise
and has required experience as provided under the Act, Rules made
thereunder, read with the Listing Regulations and are independent of
the management.

Regarding proficiency, the Company has adopted requisite steps
towards the inclusion of the names of all Independent Directors in the
data bank maintained with the Indian Institute of Corporate Affairs
(''IICA''). Accordingly, the Independent Directors of the Company have
registered themselves with the IICA for the said purpose. In terms
of Section 150 of the Act read with Rule 6(4) of the Companies
(Appointment & Qualification of Directors) Rules, 2014, the
Independent Directors are required to undertake online proficiency
self-assessment test conducted by the IICA within a period of two
(2) years from the date of inclusion of their names in the data bank.
All Independent Directors of the Company are exempted from
undertaking the online proficiency self-assessment test by IICA.

25. KEY MANAGERIAL PERSONNEL (KMP)

The following Directors / Executives are KMPs as on March 31, 2023:

^ Mr. Naresh Mahendranath Malhotra, Chairman and Whole- Time
Director

^ Mr. Nishant Fadia, Chief Financial Officer

^ Ms. Parina Shah, Company Secretary and Compliance Officer

During the Financial Year under review, there were no changes to the
Key Managerial Personnel of the Company.

26. BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance
requirements as prescribed by Listing Regulations, annual evaluation
of the performance of the Board, its Committees and of individual
Directors has been made.

The performance evaluation of the Independent Directors was carried
out by the entire Board, excluding the Director being evaluated. The
performance evaluation of the Chairman and the Non Independent
Directors were carried out by the Independent Directors who also
reviewed the performance of the Board as a whole. The Nomination
and Remuneration Committee also reviewed the performance of the
Board, its Committees and of the Directors.

The criteria for performance evaluation of the Board included
aspects like Board composition and structure, effectiveness of
Board processes, information and functioning etc. The criteria
for performance evaluation of Committees of the Board included
aspects like composition of Committees, effectiveness of
Committee meetings etc. The criteria for performance evaluation
of the individual Directors included aspects on contribution to the
Board and Committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs
in meetings etc. In addition, the Chairperson was also evaluated on
the key aspects of his role. The criteria for performance evaluation
of Independent Directors included aspects like Invests time in
understanding the company and its unique requirements; Brings in
external knowledge and perspective to the table for discussions at
the meetings; Expresses his / her views on the issues discussed at the
Board; and keeps himself/herself current on areas and issues that are
likely to be discussed at the Board level.

Criteria for Determining Qualifications, Positive Attributes and
Independence of a Director

In terms of the provisions of Section 178(3) of the Act and Regulation
19 of the Listing Regulations, the Nomination and Remuneration
Committee (NRC) has formulated the criteria for determining
qualifications, positive attributes and independence of Directors, the
key features of which are as follows:

• Qualifications - The Board nomination process encourages
diversity of thought, experience, knowledge, age and gender.
It also ensures that the Board has an appropriate blend of
functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as
prescribed in the Act, the Directors are expected to demonstrate
high standards of ethical behavior, communication skills and
independent judgment. The Directors are also expected to abide
by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he/
she meets the criteria laid down in Section 149(6) of the Act, the
Rules framed thereunder and Regulation 16(1)(b) of the Listing
Regulations.

Familiarization Programme for Independent Directors

Pursuant to Regulation 25(7) of the Listing Regulations the Company
has in place a programme for familiarisation of the Independent
Directors, details of which are available on the website of the company:
http://www.primefocus.com/investor-center#Familiarisation Prgm
for ID

27. NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration Policy for
the Directors, Key Managerial Personnel, Senior Management and
other Employees pursuant to the provisions of the Act and Regulation
19 of the Listing Regulations.

The salient features and objectives of the Nomination and
Remuneration policy are as follows:

- To formulate the criteria and terms to determine qualifications,
attributes and independence of Directors;

- To identify the qualification, key attributes and profile required
of persons who may be appointed in Senior Management and
Key Managerial positions;

- To determine remuneration of the Directors, Key Managerial
Personnel and Senior Management employees and other
employees based on the Company''s size of business, financial
position and trends and practices prevailing in similar companies
in the industry;

- To devise mechanism and carry out evaluation of the performance
of Directors;

- To devise and achieve diversity on the composition of Board, an
essential element to support quality of performance;

- To retain, motivate and promote talent and create a sense of
participation and ownership;

To carry out such other functions as is mandated by Board of Directors
and perform such other functions as may be necessary or appropriate
for performance of duties.

Further, the Nomination and Remuneration policy of the Company is
available on the website of the Company at http://www.primefocus.
com/sites/default/files/pdf/Nomination and Remuneration
Policy2023.pdf

28. BOARD MEETINGS

During the Financial Year 2022-23, your Board met Six (6) times such
that the intervening gap between the two Board Meetings was within
the period prescribed under the Act and Regulation 17 of Listing
Regulations.

Details of the composition of the Board and its Committees along
with the Meetings held, attendance of the Directors at such Meetings
and other relevant details are provided in the Corporate Governance
Report, which forms part of this Annual Report.

29. AUDIT COMMITTEE

The Audit Committee as on March 31, 2023 comprises of following
members:

Name of the Members	Positions
Mr. Samu Devarajan	Chairman
Mr. Kodi Raghavan Srinivasan	Member
*Mr. Padmanabha Gopal Aiyar	Member

Mr. Rivkaran Singh Chadha, ceased as Non-Executive Independent
Director of the Company and Chairman of Audit Committee w.e.f
November 14, 2022.

*Mr. Padmanabha Gopal Aiyar, ceased to be member of Audit
Committee w.e.f May 30, 2023. Mr. Naresh Mahendranath Malhotra
and Mrs. (Dr.) Hemalatha Thiagarajan were appointed as members in
the committee w.e.f. May 30, 2023.

The Board accepted the recommendation of the Audit Committee
whenever made by the Committee, during the Financial Year under
review.

Further, details relating to the Audit Committee are provided in
the Corporate Governance Report, which forms part of this Annual
Report.

30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing
vigil mechanism, to provide a formal mechanism to the Directors
and employees to report their concerns about unethical behaviour,
actual or suspected fraud or violation of the Company''s Code of
Conduct or ethics policy. The Policy provides for adequate safeguards
against victimization of employees who can avail the mechanism
and also provides for direct access to the Chairman of the Audit
Committee. It is affirmed that no personnel of the Company has been
denied access to the Chairperson of the Audit Committee. The Audit
Committee periodically reviews the functioning of this Mechanism.
The policy of vigil mechanism is available on the Company''s website at
http://www.primefocus.com/sites/default/files/pdf/Whistle
Blower 29.08.2022.pdf

The details of the Vigil Mechanism/ Whistle Blower Policy are given in
the Report on Corporate Governance, which forms part of this Annual
Report.

31. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 are annexed to this Report as Annexure A.

In terms of Section 136 of the Act, the Report and Accounts are
being sent to the members, excluding the information on employees
particulars which is available for inspection by the Members at the
Registered Office of the Company during the business hours on
all working days up to the date of Annual General Meeting of the
Company i.e. Friday, September 29, 2023. Any member interested in
obtaining such particulars may write to the Company Secretary at the
Registered Office of the Company.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted Corporate Social Responsibility
Committee in compliance with the provisions of Section 135 of the
Act read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014.

The Corporate Social Responsibility Committee as on March 31,
2023 comprises of following members:

Name of the Members	Positions
Mr. Naresh Mahendranath Malhotra	Chairman
*Mr. Ramakrishnan Sankaranarayanan	Member
Mr. Samu Devarajan	Member

Mr. Rivkaran Singh Chadha, ceased to be Non-Executive Independent
Director of the Company and Chairman of CSR Committee w.e.f
November 14, 2022.

*Mr. Ramakrishnan Sankaranarayanan was appointed as a member
in CSR committee w.e.f November 14, 2022. He then ceased to
be member of the committee w.e.f. May 30, 2023 and Mr. Namit
Malhotra was appointed as a member in the committee w.e.f.
May 30, 2023.

The brief outline of the CSR Policy of the Company along with
the Annual Report on CSR activities is set out in Annexure B of
this report. The policy is available on the Company’s website at
http://www.primefocus.com/sites/default/files/pdf/2021 22/PFL
CSR Policy.pdf

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans given, Investments made, Guarantees given
and Securities provided during the Financial Year under Section 186
of the Act are stated in the Notes to Accounts which forms part of this
Annual Report.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All contracts/arrangements/ transactions entered by the Company
with the Related Parties during the Financial Year were on an Arm’s
length basis and were in compliance with the applicable provisions
of the Act and the Listing Regulations. There were no materially
significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the
Company at large.

All Related Party Transactions were entered into only with prior
approval of the Audit Committee, except transactions which qualify
under Omnibus approval as permitted under the law. A statement
of all Related Party Transactions entered is placed before the Audit
Committee and Board for its review on a quarterly basis, specifying
the nature, value and terms and conditions of the transactions.

The Company has adopted a Policy on Related Party Transactions
and the same is available on the Company''s website at http://
www.primefocus.com/sites/default/files/pdf/Policy on Related
Parties 2023.pdf

There are no transactions that are required to be reported in Form
AOC-2 and as such do not form part of the Report.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the Listing Regulations, the Business
Responsibility & Sustainability Report, describing the initiatives
taken by your Company from an environment, social and governance
perspective for FY 2022-23 forms part of this Annual Report.

36. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 and other applicable
provisions, if any, of the Act and Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, the
Company transferred 9485 shares in respect of which dividend has
not been paid or claimed for seven consecutive years or more to IEPF
Authority including shares held in unclaimed suspense account on
November 30, 2017. The balance number of shares lying with the
IEPF Authority is 9285 shares as on March 31, 2023.

The members, whose unclaimed shares have been transferred to IEPF,
may claim the same by making application to the IEPF authority in
Form No. IEPF-5 available on www.iepf.gov.in for details of unclaimed
shares transferred to IEPF please refer Company''s website viz.
www.primefocus.com.

37. AUDITORS
Statutory Auditors

M/s Deloitte Haskins & Sells Chartered Accountants LLP
(Registration No. 117364W/W100739), were re-appointed
as Statutory Auditors of the Company for second term of 4
(Four) consecutive years in the Annual General Meeting held on
September 30, 2019 to hold office from the conclusion of 22^nd Annual
General Meeting held on September 30, 2019 till the conclusion of
26^th Annual General Meeting of the Company to be held on Friday,
September 29, 2023. The term of the existing Statutory Auditors is
expiring in the ensuing Annual General Meeting and the said Auditors
cannot be re-appointed as per the provisions of Section 139 of the
Companies Act. The Board places on record its appreciation for the
services rendered by Statutory Auditors of the Company during their
tenure.

The Auditors Report for the Financial Year 2022-23 does not contain
any qualification, reservation, disclaimer or adverse remark.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of Listing Regulations,
M/s. D. M. Zaveri & Co. (CP No. 4363), Practicing Company Secretaries
has been re-appointed as Secretarial Auditor, to undertake
Secretarial Audit of the Company for the Financial Year 2022-23.
The report of the Secretarial Auditor in the prescribed Form MR-3 is
annexed to this report as Annexure C1.

The Secretarial Auditors'' Report for the Financial Year 2022-23 does
not contain any qualification, reservation or adverse remark except
that the appointment of Independent directors in material foreign
subsidiary companies is still pending as per Regulation 24(1) of
Listing Regulations. The Board represents that they are in process of
compliance of the same.

In accordance with the provisions of Regulation 24A of the
Listing Regulations, Secretarial Audit Report of three material
unlisted Indian subsidiaries of the Company namely, Prime Focus
Technologies Limited, DNEG India Media Services Limited and GVS
Software Private Limited are provided as Annexure - C2, C3 and C4
respectively to this Report.

In accordance with the SEBI Circular No. CIR/CFD/ CMD1/27/2019
dated February 08, 2019, read with Exchange Circular no. 20230316¬
14 dated March 16, 2023, the Company has obtained the Annual
Secretarial Compliance Report incorporating additional affirmations
from the Secretarial Auditor for the Financial Year 2022-23. The
same is also submitted to the Stock Exchanges.

38. COST RECORDS

Maintenance of Cost records as prescribed under Section 148 of the
Act is not required by the Company.

39. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SECTION 143(12) OF THE ACT

During the Financial Year under review, there were no frauds reported
by the auditors to the Audit Committee or the Board under section
143(12) of the Act.

40. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring
compliances with the provisions of section 134(3)(c) read with
section 134(5) of the Act in the preparation of the annual accounts
for the Financial Year ended on March 31, 2023 and to the best of
their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures;

b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the
state of affairs of the company as at the March 31, 2023 and of
the loss of the Company for that year on that date;

c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;

d) the directors have prepared the annual accounts on a going
concern basis;

e) the directors have laid down proper systems of internal financial
controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively;

f) the directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

41. WHOLE-TIME DIRECTOR & CHIEF FINANCIAL OFFICER
CERTIFICATION

In terms of Regulation 17(8) of Listing Regulations, the Company has
obtained compliance certificate from the Whole -Time Director and
Chief Financial Officer.

42. INSOLVENCY AND BANKRUPTCY

The Company has not made any application or no proceeding is
pending under the Insolvency and Bankruptcy Code, 2016 during the
Financial Year and hence not being commented upon.

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the Financial Year under review, there has been no incident
of one time settlement for loan taken from the banks of financial
institutions and hence not being commented upon.

44. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation to it
Members, financial institutions, bankers and business associates,
Government authorities, customers and vendors for their co¬
operation and support and looks forward to their continued support
in future. Your Directors also place on record, their deep sense of
appreciation for the committed services by the employees of the
Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Naresh Mahendranath Malhotra Namit Naresh Malhotra

Chairman & Whole-Time Director Director

DIN: 00004597 DIN: 00004049

Date: May 30, 2023
Place: Mumbai

---

Mar 31, 2018

To

The Members of Prime Focus Limited

The Company''s Directors are pleased to present the Twenty-first Annual Report together with Audited Financial Statements for financial year ended March 31, 2018.

1. FINANCIAL PERFORMANCE SUMMARY

The Consolidated and Standalone Audited Financial Results for the financial year ended March 31, 2018 are as follows:

(Rs, In Crores)

Particulars	Consolidated		Standalone
	2017-18	2016-17*	2017-18	2016-17
Income from operations	2,227.52	2,139.62	136.44	145.60
Other operating income	29.96	14.00	8.88	8.91
Total income from operations	2,257.48	2,153.62	145.32	154.51
Less: Expenses	2,118.39	1,998.32	167.37	167.68
Add: Other income	34.44	24.45	26.76	15.36
Less: Finance costs	212.31	172.02	74.13	32.75
Less: Exceptional items		(96.82)		(18.46)
Less: Tax expense	5.63	8.96	(12.83)	(1.06)
Less: Minority interest	8.78	12.29		-
Net Profit / (Loss) for the year / period	(53.19)	83.30	(56.60)	(11.04)

* Restated - Refer notes to consolidated financial statements

2. OPERATIONS AND PERFORMANCE REVIEW

Consolidated

D uring the year under review, total income of the Company and its subsidiaries stood at Rs, 2,257.48 crores as compared toRs, 2,153.62 cores in the previous year. Profit/ (loss) before exceptional items and tax during the year was Rs, (38.78) cores as compared to Rs, 7.74 cores in previous year. The Net profit/ (loss) after tax was Rs, (53.19) cores as compared to Rs, 83.30 cores in previous year

Standalone

Dotal income during the year was Rs, 145.32 cores as compared to Rs, 154.51 cores in the previous year. Profit/ (loss) before exceptional items and tax during the year was Rs, (69.42) cores as compared to Rs, (30.56) cores in the previous year. The Net profit/ (loss) after tax was Rs, (56.60) cores as compared to Rs, (11.04) cores in the previous year.

D detailed analysis on the Company''s performance, both Consolidated & Standalone, is included in the "Management Discussion & Analysis" Report which forms part of this Annual Report.

3. DIVIDEND

In view of the losses in Financial Year 2017-18, your Board did not recommend any dividend for its equity shares.

4. DIVIDEND DISTRIBUTION POLICY

In compliance with the listing regulations your board had formulated a dividend distribution policy. A copy of the said policy is available on the website of the company: http://www.primefocus.com/sites/ default/files/pdf/Dividend-Distribution-Policy.pdf and the same is attached as Annexure A.

5. TRANSFER TO RESERVES

During the year under review the company has transferred Rs, 37.47 crores from Debenture Redemption Reserve to General Reserve.

6. SHARE CAPITAL

In view of the present size of the Company''s operations and its future requirement of capital, and the proposed allotment of equity shares (pursuant to conversion of the Warrants proposed to be issued pursuant to a preferential allotment), the company at EOGM (Extra-Ordinary General Meeting) held on January 05, 2018, increased its Authorized Capital of the Company from Rs, 35,00,00,000 (Rupees Thirty Five Crores Only) to Rs, 45,00,00,000 (Rupees Forty Five Crores Only). The increased share capital of Rs, 45,00,00,000 (Rupees Forty Five Crores Only) will consist of 45,00,00,000 (Forty Five Crores) Equity Shares of Re 1 (Rupee One Only ) each. The necessary amendments were made to Clause V in the Memorandum of Association.

The paid-up equity share capital of the Company as on March 31, 2018 was Rs, 299,165,645 comprising of 299,165,645 equity shares of Re 1/- each. During the year under review, the Company has allotted 286,671 equity shares of Re 1/- each pursuant to exercise of employee stock options, the Company has not issued share with differential voting rights nor sweat equity. As on March 31, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

7. ISSUE OF WARRANTS

Pursuant to the special resolution passed by the shareholders of the Company at its Extra - Ordinary General Meeting held on January 05, 2018, the Board of Directors of the Company in its meeting held on February 14, 2018 have allotted 31,132,076 warrants, convertible into the equal number of equity shares of the Company of face value of Rs, 1 each at a price of Rs, 106/- per warrant to Monsoon Studio Private Limited (Promoter) and Mr. Anshul Doshi (Non-Promoter), on preferential basis.

8. SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Companies Act, 2013 for the Financial Year ended 2017-18.

9. EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company has implemented ''PFL-ESOP Scheme 2014'' compliant with the SEBI (Share Based Employee Benefits) Regulations, 2014 to reward and retain the qualified and skilled employees and to give them an opportunity to participate in the growth of the Company; these schemes are administered by the Compensation Committee of the Company.

A certificate from the Statutory Auditors of the Company as required under Regulation 13 of the SEBI (Share Based Employee Benefits) Regulations, 2014 shall be placed at the ensuing Annual General Meeting for inspection by the Members. The disclosures as required under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI Circular dated June 16, 2015 are accessible on Company''s website : http://www.primefocus. com/investor-center#Corporate Governance The details of Employee Stock Options form part of the Notes to accounts to financial Statements in this Annual Report. No employee of the Company received grant of options during the year amounting to 5% or more of the options granted or exceeding 1% of issued capital of the Company.

10. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the Financial Statements relate and the date of this Report.

11. S IGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS ORTRIBUNALS

During the financial year under review, there were no significant or material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

12. RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company''s capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company''s operating environment and they emerge on a regular basis. The Company''s Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

The Company is well aware of the above risks and as part of business strategy has put in a mechanism to ensure that they are mitigated with timely action. The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

13. I NTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems. For further details, please refer to the Management Discussion and Analysis Report which forms a part of the Annual Report.

14. HUMAN RESOURCES

Human Resource is considered as one of the most critical resource in the business which can be continuously smoothened to maximize the effectiveness of the organization. Human Resource build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Policies and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company. The Company has generally enjoyed cordial relations with its personnel. Further, the total number of permanent employees of the Company as on March 31, 2018 is 508.

15. PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal

The Debenture Trustee for 891 Series B Zero Coupon Unsecured Redeemable Non-Convertible Debentures was changed from Unit Trust of India Investment Advisory Services Limited (Retiring Trustee) to SBICAP Trustee Company Limited (New Trustee) due to withdrawal of activity of trusteeship by the Retiring Trustee.

17. PUBLIC DEPOSITS

D he Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace. During the year under review, Company has not received any complaints on sexual harassment.

16. REDEMPTION OF DEBENTURES

During the financial year under review, Company has made payment of redemption amount and interest to debenture holders. The details of redemption are as mentioned below:-

Sr. Type of Security No.	Redemption Date	No of Security	Face Value
1 Unlisted, Unrated, Redeemable, Non-Convertible Debenture	September 03, 2017	2891	1,00,000/-
2 Series A - Zero Coupon Unsecured Redeemable Non-Convertible Debentures	October 04, 2017	1010	10,00,000/-
3 Unlisted, Unrated, Redeemable, Non-Convertible Debenture	November 06, 2017 & November 08, 2017	2000	1,00,000/-

18. EXTRACT OF ANNUAL RETURN

Dhe Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed as Annexure-B to this Report.

19. CONSOLIDATED FINANCIAL STATEMENTS

Dhe Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with the provisions of the Act read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the SEBI (Listing obligations and Disclosure Requirement) Regulations, 2015 and it forms part of the Annual Report. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the subsidiary companies for the Financial year 201718 is attached in Form AOC-1. The Company will make available the said financial statements and related detailed information of the subsidiary companies upon request by any member of the Company or its subsidiary companies. These financial statements will also be kept open for inspection by any Member at the Registered Office of the Company.

Pursuant to the provisions of section 136 of the Act, the Audited financial statements of the Company, consolidated financial statements along with relevant documents and separate Audited Accounts in respect of subsidiaries, are available on the website of the Company viz. www.primefocus.com

20. SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE COMPANIES

D he company has 45 subsidiaries as on March 31, 2018. During the financial year, the following changes have taken place in subsidiary companies:-

a. Companies which have become subsidiary Company:

1. Double Negative Montreal Productions Ltd.

2. D ener8 Digital Media Services Montreal Ltd.

3. Drime Focus Creative Services Montreal Inc.

b. Companies which ceased to be subsidiary Company:

D rime Focus Animation UK Ltd.

c. Name changes:

1. D ame of Prime Focus World Creative Services Private Limited has been changed to DNEG Creative Services Private Limited w.e.f. March 12, 2018.

2. D ame of Prime Focus North America, Inc. was changed to DNEG North America Inc. w.e.f. March 05, 2018.

d. Joint Venture / Associate Companies :

During the financial year under review, there are no Companies which have become or ceased to be Associate / Joint Venture.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

i. The steps taken to or impact on conservation of energy-

Although the Company is not engaged in manufacturing activities, as a responsible corporate citizen, we continue to pursue and adopt appropriate energy conservation measures. The Company makes every effort to conserve energy as far as possible in its postproduction facilities, Studios, Offices, etc. The Company also takes significant measures to reduce energy consumption by using energy efficient computers and by purchasing energy efficient equipment. The Company purchases PCs, laptops, air conditioners etc. that meet environment standards, wherever possible and replace old equipment with more energy-efficient equipment.

ii. The Steps taken by the Company for utilizing alternate sources of energy - Not applicable.

iii. The capital investment on energy conservation equipment''s - The Company constantly evaluates new developments and invests into latest energy efficient technology.

B. TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption - The

Company adopts the latest trends in the technology development and introduces the same so as to ensure reduction in cost with best quality output.

ii. The benefits derived like product improvement, cost reduction, Product development or import substitution

- Not applicable.

C. IMPORTED TECHNOLOGY

i. The details of technology imported - Not Applicable

ii. The year of import - Not applicable

iii. Whether the technology has been fully absorbed -Not applicable

iv. If not fully absorbed - Not applicable

Expenditure incurred on Research and Development (R&D):

Dour company is predominantly a service provider and therefore has not set up a formal R&D unit, however continuous research and development is carried out at various development centers as an integral part of the activities of the Company.

Particulars of foreign currency earnings and outgo are asunder:

[(Nominee of Standard Chartered Private Equity (Mauritius) III Limited and Standard Chartered Private Equity Mauritius Limited)] by Board of Directors pursuant to recommendation of Nomination and Remuneration Committee effective from December 14, 2016.

Dursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Samu Devarajan (DIN: 00878956) was appointed as Non-Executive Independent Director at the Annual General meeting of the Company on September 27, 2017 for a period of five consecutive years w.e.f. December 14, 2016 who was appointed as an Additional, Non-Executive, Independent director by th

the Board of Directors pursuant to recommendation of Nomination and Remuneration Committee effective from December 14, 2016.

further, pursuant to the Section 149(13) and 152 of the Act, provisions for the retirement of rotation of directors shall not apply to such Independent Directors.

further the following changes were taken place after the financial year till the date of this report:

Resignation and Appointment:

M r. Amit Bapna (DIN: 00008443) (Nominee of Reliance Media works Financial Services Private Limited, wholly owned subsidiary Reliance Media works Limited) resigned as Non-Executive Director w.e.f. May 30, 2018 due to pre-occupancy. The Board placed on record its appreciation for the services rendered by him during his tenure with the company

pursuant to the recommendation of Nomination and Remuneration Committee, Mr. Anand Natarajan was appointed as an Additional Non-Executive Director in place of Mr. Amit Bapna (Nominee of Reliance Media works Financial Services Private Limited, wholly owned subsidiary Reliance Media works Limited) of the company by the Board of Directors with effect from May 30, 2018 in respect of whom the company has received a notice in writing under section 160 of the Act from member proposing Mr. Anand Natarajan as Director in the ensuing AGM.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 dated May 9, 2018, a special resolution is required to be passed for continuing the directorship of any person as a non-executive director who has attained the age of seventy five. In view of the above, it is proposed to obtain shareholders'' approval at the ensuing Annual General Meeting for continuing the Directorship of Mr. G.P. Aiyar who is above 75 years of age as on the date of this report.

Re-appointment of Director

Pursuant to the resolutions passed by the Nomination and

22. MANAGEMENT DISCUSSION AND ANALYSIS

management’s Discussion and Analysis Report for the financial year ended March 31, 2018 as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing obligations and Disclosure Requirement) Regulations, 2015, is included as a separate section forming part of the Annual Report.

23. CORPORATE GOVERNANCE REPORT

separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the Practicing Company Secretary confirming compliance of Corporate Governance norms as stipulated in Regulation 34 read along with schedule V of SEBI (Listing obligations and Disclosure Requirement) Regulations,

2015 is included in the Annual Report for the Financial Year 2017-18.

24. DIRECTORS

Ds per the relevant provisions of Companies Act, 2013 and SEBI (Listing Obligations Disclosure Requirement) Regulations, 2015, during the financial year under review, the following changes in Directors are detailed as follows:

Appointment of Directors:

Pursuant to the provisions of Section 149 (10) of the Companies Act, 2013 , read along with the Rules framed thereunder, Mr. Udai Dhawan (DIN: 03048040) was appointed as Director of the Company at the Annual General meeting of the Company on September 27, 2017 who was appointed as an Additional, Non-Executive Director

Particulars	March 31,	March 31,
	2018	2017
Foreign Exchange Earned: Revenue	7.53	16.00
from operations and interest income
Foreign Exchange Outgo: Technical	0.75	0.73
service cost, repairs and maintenance,
interest and others

Remuneration Committee, the Board of Directors at their meeting held on May 22, 2017 and members of the Company at the Annual General Meeting of the Company held on September 27, 2017 reappointed Mr. Namit Malhotra (DIN: 00004049) as a Chairman and Executive Director and Mr. Ramakrishnan Sankaranarayanan (DIN: 02696897) as a Managing Director w.e.f June 25, 2017 for a period of 3 years.

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Ramakrishnan Sankaranarayanan (DIN: 02696897) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment.

The Board recommends for the above appointment / reappointment. Items seeking your approval on the above are included in the Notice convening the Annual General Meeting. Brief resume of the directors being appointed / re-appointed / whose remuneration is proposed to be increased / fix forms part of the Notice of the ensuing Annual General Meeting.

25. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

26. RECEIPT OF REMUNERATION OR COMMISSION FROM HOLDING COMPANY OR SUBSIDIARY COMPANY

D r. Ramakrishnan Sankaranarayanan, Managing Director of the Company was re-appointed as a Whole Time Director in Prime Focus Technologies Limited ("PFT"), a subsidiary company on June 25, 2017. He is in receipt of '' 0.74 Crores p.a. as remuneration in his capacity as a Whole-Time Director of PFT.

27. KEY MANAGERIAL PERSONNEL

D uring the year under review, the following directors / executives continued as KMPs during Financial Year 2017-18:

^ Mr. Ramakrishnan Sankaranarayanan, Managing Director - Mr. Namit Malhotra, Executive Director - Mr. Vikas Rathee, Chief Financial Officer*

- Mr. Nishant Fadia, Chief Financial Officer**

- Ms. Parina Shah, Company Secretary

Note:

* D r. Vikas Rathee resigned from the post of Chief Financial Officer w.e.f. February 14 2018 ** D r. Nishant Fadia was appointed as Chief Financial Officer w.e.f. February 15 2018

28. BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing obligations and Disclosure requirements) Regulations, 2015, the Board of Directors ("Board") has carried out an annual evaluation of its own performance, and that of its Committees and individual Directors. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the Chairperson was also evaluated on the key aspects of his role. The Criteria for performance evaluation of Independent Directors included aspects like Invests time in understanding the company and its unique requirements; Brings in external knowledge and perspective to the table for discussions at the meetings; Expresses his / her views on the issues discussed at the Board; and keeps himself/herself current on areas and issues that are likely to be discussed at the Board level.

Elections and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Committee is also responsible for reviewing and vetting the CVs of potential candidates'' vis-a-vis the required competencies, undertake a reference and due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and Regulation 19 of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015, which is annexed as Annexure C.

Familiarisation Programme for Independent Directors

Pursuant to Regulation 25 (7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a programme for familiarisation of the Independent Directors, details of which is available on the website of the company:

D ttp://www.primef ocus.com/sites/default/files/pdf/ Familiarisation programme for Independent Directors.PDF

29. NOMINATION AND REMUNERATION POLICY

D he Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel, Senior Management and other Employees pursuant to the provisions of the Act and Regulation- of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration policy forms a part of this report and is annexed as Annexure -D.

30. BOARD MEETINGS

During the financial year under review, Six (6) Board Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and Regulation 17 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

Currently the Board has Five (5) committees, namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility ("CSR") Committee, Stakeholders'' Relationship Committee and ESOP Compensation Committee.

d Mr. Amit Bapna resigned from Audit committee w.e.f. May 30, 2018 and ceased to be a member ** Mr. Anand Natarajan was appointed as a member in audit committee w.e.f. May 30, 2018.

Further, details relating to the Audit Committee are provided in the Corporate Governance Report.

32. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website (We blink: http://www.primefocus.com/sites/default/files/pdf/ Vigil Mechanism Policy.pdf)

33. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to the Report as Annexure E.

I n terms of Section 136 of the Act, the Report and Accounts are being sent to the members, excluding the information on

Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

31. AUDIT COMMITTEE

The Audit Committee comprises of following members:

Name of the Members	Positions
Mr. Rivkaran Chadha	Chairman
Mr. Kodi Raghavan Srinivasan	Member
Mr. Padmanabha Gopal Aiyar	Member
Mr. Amit Bapna*	Member
Mr. Samu Devarajan	Member
Mr. Anand Natarajan**	Member

employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the CSR Policy of the Company along with the Annual Report on CSR activities is set out in Annexure F of this report. The policy is available on the Company''s website. (We blink: http://www.primefocus.com/sites/default/files/pdf/CSR Policy.pdf)

35. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans given, Investments made, Guarantees given and Securities provided during the financial year under Section 186 of the Act are stated in the Notes to Accounts which forms part of this Annual Report.

36. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/ transactions entered by the Company with the Related Parties during the financial period were on an Arm''s length basis and were in compliance with the applicable provisions of the Act and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were entered into only with prior approval of the Audit Committee, except transactions which qualify under Omnibus approval as permitted under the law. A statement of all Related Party Transactions is placed before the Audit Committee and Board for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The policy on Related Party Transactions is available on the Company''s website (URL: http://www.primefocus.com/sites/ default/files/pdf/Policy on Related parties.pdf) There are no transactions that are required to be reported in Form AOC-2 and as such do not form part of the Report.

37. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility initiatives taken on environmental, social and governance perspective, in the prescribed format is available as a separate section in the Annual Report.

38. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 and other applicable provisions, if any of the Companies Act 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 9485 shares in respect of which dividend has not been paid or claimed for seven consecutive years or more to IEPF Authority including shares held in unclaimed suspense account on November 30, 2017.

The members, whose unclaimed shares have been transferred to IEPF, may claim the same by making application to the IEPF authority in form No. IEPF-5 available on www.iepf.gov.in for details of unclaimed shares transferred to IEPF please refer company''s website viz. www.primefocus.com

39. AUDITORS

Statutory Auditors

At the AGM held on December 24, 2014, Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117364W), were appointed as Statutory Auditors of the Company to hold office from the conclusion of 17th Annual General Meeting till the conclusion of 22nd Annual General Meeting of the Company.

The Auditors Report for the Financial year 2017-18 does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. D M Zaveri and Company, Practicing Company Secretaries has been appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the financial year 2017-18. The report of the Secretarial Auditor is annexed to this report as Annexure G.

The Secretarial Auditors'' Report for the Financial year 201718 does not contain any qualification, reservation or adverse remark.

40. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

41. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliances with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2018 and to the best of their knowledge and ability, confirm that:

a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the March 31,2018 and of the loss of the Company for that year on that date;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down proper systems of internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

42. CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

In terms of Regulation 17(8) of SEBI (LOOR) Regulations, 2015, the Company has obtained compliance certificate from the CEO and the CFO.

ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation to its stakeholders financial institutions, bankers and business associates, Government authorities, customers and vendors for their co-operation and support and looks forward to their continued support in future. Your Directors also place on record, their deep sense of appreciation for the committed services by the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Ramakrishnan Sankaranarayanan Naresh Malhotra

Managing Director Whole-Time Director

DIN: 02696897 DIN:00004597

Date : May 30, 2018

Place: Mumbai

---

Mar 31, 2017

DIRECTORS'' REPORT

To

The Members of Prime Focus Limited

The Company''s Directors are pleased to present the Twentieth Annual Report together with Audited Financial Statements for financial year ended March 31, 2017.

1. FINANCIAL PERFORMANCE SUMMARY

The Consolidated and Standalone Audited Financial Results for the financial year ended March 31, 2017 are as follows:

(Rs, In Lacs)

	Consolidated		Standalone
Particulars	2016-17	2015-16	2016-17	2015-16
	(12 months)	(9 months)	(12 months)	(9 months)
Income from operations	213,961.53	133,018.99	14,560.00	11,108.61
Other operating income	1,400.94	5,262.47	891.35	797.98
Total income from operations	215,362.47	138,281.46	15,451.35	11,906.59
Less: Expenses	199,832.61	138,338.28	16,768.48	9,852.26
Add: Other income	2,445.09	4,554.22	1,536.32	1,344.52
Less: Finance costs	12,787.27	26,202.12	3,274.87	2,218.03
Less: Exceptional items	(9,682.01)	8,350.28	(1,845.73)	-
Less: Tax expense	895.76	1,627.91	(105.84)	629.49
Less: Minority interest	1,229.05	(3,347.85)	-	-
Net Profit / (Loss) for the year / period	12,744.88	(28,335.06)	(1,104.11)	551.33

Your Company and its subsidiaries had adopted IND AS with effect from April 1 2016 pursuant to Ministry of Corporate Affairs notification dated February 16,2015 notifying the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and the relevant provisions of the Companies Act, 2013 ("the Act") and guidelines issued by the Securities and Exchange Board of India (“SEBI”). The Consolidated Financial Statements have been prepared in accordance with the provisions of the Act, read with the Companies (Accounts) Rules, 2014, applicable Indian Accounting Standards and the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations") Your Company has published Ind AS Financials for the year ended March 312017 along with comparable as on March 312016 and Opening Statement of Assets and Liabilities as on July 12015.

2. OPERATIONS AND PERFORMANCE REVIEW

During the year under review, on consolidated basis, total income of the Company and its subsidiaries stood at Rs, 2,15,362.47 lacs as compared to Rs, 1,38,281.46 lacs in the previous period.

On standalone basis, total income during the year was Rs, 15,451.35 lacs as compared to Rs, 11,906.59 lacs in the previous period. Profit/ (loss) before exceptional items and tax during the year was Rs, (3,055.68) lacs as compared to Rs, 1,180.82 lacs in the previous period. The Net profit/ (loss) after tax was Rs, (1,104.11) lacs as compared to Rs, 551.33 lacs in the previous period.

A detailed analysis on the Company''s performance, both Consolidated & Standalone, is included in the “Management Discussion & Analysis” Report which forms part of this Annual Report.

3. DIVIDEND

In view of the losses in Financial Year 2016-17, your Board did not recommend any dividend for its equity shares.

4. DIVIDEND DISTRIBUTION POLICY

Securities and Exchange Board of India (''SEBI''), by its notification dated 8th July, 2016, has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), introducing new Regulation 43A mandating the top 500 listed entities, based on market capitalization calculated as on 31st March of every financial year, to formulate a Dividend Distribution Policy and disclose the same in their Annual Reports and on their websites.

Accordingly, the Board of Director of the Company has adopted a Dividend Distribution Policy, which is attached as Annexure A. The Policy is also available on the website of the Company: http://www.primefocus.com/sites/default/files/pdf/Dividend-Distribution-Policy.pdf

5. TRANSFER TO RESERVES

Your Company has not transferred any amount to Reserves for the financial year under review.

6. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2017 was '' 298,878,974 comprising of 298,878,974 equity shares of Re. 1/- each. There was no change in the Company''s Share Capital during the financial year under review.

During the year under review, the Company has not issued share with differential voting rights nor sweat equity. However the ESOP Compensation committee of the Board of Directors at its meeting held on August 12, 2016 approved grant of 17,932,738 stock option (ESOP''s) to the eligible employees. As on March 31, 2017, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

7. EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company has implemented ''PFL-ESOP Scheme 2014'' compliant with the SEBI (Share Based Employee Benefits) Regulations, 2014 to reward and retain the qualified and skilled employees and to give them an opportunity to participate in the growth of the Company, these schemes are administered by the Compensation Committee of the Company.

A certificate from the Statutory Auditors of the Company as required under Regulation 13 of the SEBI (Share Based Employee Benefits) Regulations, 2014 shall be placed at the ensuing Annual General Meeting for inspection by the Members. The disclosures as required under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI Circular dated June 16, 2015 are accessible on Company''s website i.e. www.primefocus.com. The details of Employee Stock Options form part of the Notes to accounts to financial Statements in this Annual Report. No employee of the Company received grant of options during the year amounting to 5% or more of the options granted or exceeding 1% of issued capital of the Company.

8. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the Financial Statements relate and the date of this Report.

9. PRIME FOCUS WORLD N.V. (PFW NV) REDEEMED PREFERENCE CAPITAL

In 2013, PFW NV [subsidiary of PFL] had raised US$38mn in the form of Optionally Convertible Redeemable Preference Capital from Macquarie Capital. The instrument was compulsorily convertible into Equity of PFW NV in case of a qualifying IPO with a redemption feature at 5% Cash IRR Equity IRR. In 2017, PFW successfully redeemed Macquarie Capital by paying US$45mn in Cash. It has further issued ~4.5% stake in PFW to Macquarie Capital, on the basis of an independent valuation exercise by a Big 4 Accounting Firm, in lieu of the Equity IRR associated with the Instrument.

10. AMBIT PRAGMA INVESTED IN PRIME FOCUS TECHNOLOGIES LIMITED

Prime Focus Technologies Limited (PFT [subsidiary of PFL]), India''s leading technology media powerhouse and subsidiary of the Company had secured investment from Ambit Pragma, a growth capital private equity (PE) fund based in Mumbai during the year under review. PFT proposes to use the investment for intensifying development efforts of the SaaS products including CLEAR Media ERP and gaining deeper penetration and growth in strategic markets such as North America and EMEA with increased Sales and Marketing efforts.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the financial year under review, there were no significant or material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

12. RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company''s capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company''s operating environment and they emerge on a regular basis. The Company''s Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

The Company is well aware of the above risks and as part of business strategy has put in a mechanism to ensure that they are mitigated with timely action. The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems. For further details, please refer to the Management Discussion and Analysis Report which forms a part of the Annual Report.

14. HUMAN RESOURCES

Human Resource is considered as one of the most critical resource in the business which can be continuously smoothened to maximize the effectiveness of the organization. Human Resource build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Policies and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company. The Company has generally enjoyed cordial relations with its personnel. Further, the total number of permanent employees of the Company as on March 31, 2017 is 459.

15. PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace. During the year under review, Company has not received any complaints on sexual harassment.

16. DEBENTURES

During the financial year under review, Company has not raised funds by issuing debenture pursuant to the provision of the Companies Act, 2013.

17. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

18. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed as Annexure-B to this Report.

19. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with the provisions of the Act read with the Companies (Accounts) Rules,2014, applicable Accounting Standards and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and it forms part of the Annual Report. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the subsidiary companies for the Financial year 201617 is attached in Form AOC-1. The Company will make available the said financial statements and related detailed information of the subsidiary companies upon request by any member of the Company or its subsidiary companies. These financial statements will also be kept open for inspection by any Member at the Registered Office of the Company.

Pursuant to the provisions of section 136 of the Act, the Audited financial statements of the Company, consolidated financial statements along with relevant documents and separate Audited Accounts in respect of subsidiaries, are available on the website of the Company viz. www.primefocus.com

20. SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE COMPANIES

During the financial year, the following changes have taken place in subsidiary companies:-

a. Companies which have become subsidiary Company :

1. Prime Focus Academy of Media and Entertainment Studies Private Limited- Wholly Owned Subsidiary of Prime Focus World Creative Services Private Limited.

2. Prime Focus Animation UK Ltd - Wholly Owned Subsidiary of Prime Focus International Services UK Limited.

3. Double Negative LA LLC - Subsidiary of Double Negative Holdings UK Limited

b. Name changes:

Prime Focus Technologies Private Limited has been converted from a private limited company to a public limited company and consequently it is named as Prime Focus Technologies Limited w.e.f. February 8, 2017.

c. Joint Venture / Associate Companies :

During the financial year under review, there are no Companies which has become or ceased to be Associate / Joint Venture.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

i. The steps taken to or impact on conservation of energy-

Although the Company is not engaged in manufacturing activities. However, as a responsible corporate citizen, we continue to pursue and adopt appropriate energy conservation measures. The Company makes every effort to conserve energy as far as possible in its postproduction facilities, Studios, Offices, etc. The Company also takes significant measures to reduce energy consumption by using energy efficient computers and by purchasing energy efficient equipment. The Company purchases PCs, laptops, air conditioners etc. that meet environment standards, wherever possible and replace old equipment with more energy-efficient equipment.

ii. The Steps taken by the Company for utilizing alternate sources of energy - Not applicable.

iii. The capital investment on energy conservation equipment''s - The Company constantly evaluates new developments and invests into latest energy efficient technology.

B. TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption - The

Company adopts the latest trends in the technology development and introduces the same so as to ensure reduction in cost with best quality output.

ii. The benefits derived like product improvement, cost reduction, Product development or import substitution

- Not applicable.

C. IMPORTED TECHNOLOGY

i. The details of technology imported - Not Applicable

ii. The year of import - Not applicable

iii. Whether the technology has been fully absorbed -

Not applicable

iv. If not fully absorbed - Not applicable

Expenditure incurred on Research and Development (R&D):

Your company is predominantly a service provider and therefore has not set up a formal R&D unit, however continuous research and development is carried out at various development centers as an integral part of the activities of the Company.

Particulars of foreign currency earnings and outgo are as under:

(Rs, In lacs)

Particulars	March 31, 2017	March 31, 2016
Foreign Exchange Earned:	1028.74	1,321
Revenue from operations
and interest income
Foreign Exchange Outgo:	72.74	78
Technical service cost,
repairs and maintenance,
interest and others

22. MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis Report for the financial year ended March 31, 2017 as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015, is included as a separate section forming part of the Annual Report.

23. CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the Practicing Company Secretary confirming compliance of Corporate Governance norms as stipulated in Regulation 34 read along with schedule V of SEBI of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 is included in the Annual Report for the Financial Year 2016-17.

24. DIRECTORS

As per the relevant provisions of Companies Act, 2013 and SEBI (Listing Obligation Disclosure Requirement) Regulations, 2015, during the financial year under review, the following changes in Directors are detailed as follows:

Resignation of Director

Mr. Nainesh Jaisingh (DIN: 00061014) (nominee of Standard Chartered Private Equity (Mauritius) III Limited and Standard Chartered Private Equity Mauritius Limited), resigned as NonExecutive Director w.e.f. December 14, 2016, due to pre-occupation. Consequent to his resignation, Mr. Vibhav Parikh ceased to be an Alternate Director of the Company w.e.f. December 14, 2016. The Board placed on record its appreciation for the services rendered by them during their tenure with the Company.

Appointment of Director

Nomination and Remuneration Committee and Board of Directors have recommended the below mentioned appointments:-

a. Appointment of Mr. Udai Dhawan (DIN: 03048040) who was appointed as Additional, Non Executive Director [(Nominee of Standard Chartered Private Equity (Mauritius) III Limited and Standard Chartered Private Equity Mauritius Limited)] by Board of Directors effective from December 14, 2016 in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing Mr. Udai Dhawan as Director of your Company.

b. Appointment of Mr. Samu Devarajan (DIN: 00878956) who was appointed by the Board of Directors effective from December 14, 2016 as Additional, Non Executive, Independent director, in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing Mr. Samu Devarajan as Director of your Company

Re-appointment of Director

Pursuant to the resolutions passed by the Nomination and Remuneration Committee, the Board of Directors at their meeting held on May 22, 2017 had, subject to the approval of the members and approvals under applicable laws, if any, re-appointed Mr. Namit

Malhotra (DIN: 00004049) as a Chairman and Executive Director and Mr. Ramakrishnan Sankaranarayanan (DIN: 02696897) as a Managing Director respectively w.e.f June 25, 2017 for a period of 3 years.

The proposal for re-appointment of Mr. Namit Malhotra and Mr. Ramakrishnan Sankaranarayanan and terms and conditions of their re-appointment are set out in the explanatory statement of the notice of ensuing Annual General Meeting.

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Naresh M. Malhotra (DIN: 00004597) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment.

The Board recommends for the above appointment / reappointment. Items seeking your approval on the above is included in the Notice convening the Annual General Meeting. Brief resume of the directors being appointed / re-appointed forms part of the Notice of the ensuing Annual General Meeting.

25. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. RECEIPTOF REMUNERATION OR COMMISSION FROM HOLDING COMPANY OR SUBSIDIARY COMPANY

Mr. Ramakrishnan Sankaranarayanan, Managing Director of the Company was re-appointed as an Whole Time Director in Prime Focus Technologies Limited (“PFT"), a subsidiary company on June 25, 2017. He is in receipt of '' 4,120,730/- p.a. as remuneration in his capacity as an Whole-Time Director of PFT.

27. KEY MANAGERIAL PERSONNEL

During the year under review there were no changes in the Key Managerial Personnel of the company

The following directors / executives continued as KMPs during Financial Year 2016-17:

Mr. Ramakrishnan Sankaranarayanan, Managing Director ^ Mr. Namit Malhotra, Executive Director ^ Mr. Vikas Rathee, Chief Financial Officer ^ Ms. Parina Shah, Company Secretary

28. BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015, the Board of Directors (“Board”) has carried out an annual evaluation of its own performance, and that of its Committees and individual Directors. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors. The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the Chairperson was also evaluated on the key aspects of his role. The Criteria for performance evaluation of Independent Directors included aspects like Invests time in understanding the company and its unique requirements; Brings in external knowledge and perspective to the table for discussions at the meetings; Expresses his / her views on the issues discussed at the Board; and keeps himself/herself current on areas and issues that are likely to be discussed at the Board level.

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Committee is also responsible for reviewing and vetting the CVs of potential candidates'' vis-a-vis the required competencies, undertake a reference and due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Regulation 19 of the Securities and Exchange Board of India (Listing Obligation and Disclosure requirements) Regulations, 2015, which is annexed as Annexure C.

Familiarization Programme for Independent Directors Pursuant to requirement of Securities and Exchange Board of India vide Circular no. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, the Company has in place a programme for familiarization of the Independent Directors with the Company, details of which is available on the website of the company: http://www.primefocus.com/sites/default/files/pdf/ Familiarization programme for Independent Directors.PDF

29. NOMINATION AND REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel, Senior Management and other Employees pursuant to the provisions of the Act and Regulation 19 of the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015. The Nomination and Remuneration policy forms a part of this report and is annexed as Annexure-D.

30. BOARD MEETINGS

During the financial year under review, Six (6) Board Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and Regulation 17 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.

Currently the Board has Five (5) committees, namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility ("CSR”) Committee, Stakeholders'' Relationship Committee and ESOP Compensation Committee. Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

31. AUDIT COMMITTEE

The Audit Committee comprises of following members:

Name of the Members	Positions
Mr. Rivkaran Chadha	Chairman
Mr. Kodi Raghavan Srinivasan	Member
Mr. Padmanabha Gopal Aiyar	Member
Mr. Amit Bapna	Member
Mr. Samu Devarajan*	Member
Mr. Nainesh Jaisingh**	Member
Mr. Vibhav Parikh (Alternate to Mr. Nainesh Jaisingh)	Member

*Mr. Samu Devarajan was appointed as a Member in the Audit Committee w.e.f. December 14, 2016.

**Mr. Nainesh Jaisingh resigned from the Audit Committee w.e.f. April 18, 2016 and consequent to his resignation, Mr. Vibhav Parikh ceased to be member of the Committee.

Further, details relating to the Audit Committee are provided in the Corporate Governance Report.

32. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website (We blink: http://www.primefocus.com/sites/default/files/pdf/Vigil Mechanism Policy.pdf)

33. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to the Report as Annexure E.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Rules are available at the Registered office of the Company during working hours, 21 days before the Annual General Meeting and shall be made available to any shareholder on request. Such details are also available on your Company''s website http://www.primefocus.com

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the CSR Policy of the Company along with the Annual Report on CSR activities is set out in Annexure F of this report. The policy is available on the Company''s website. (We blink: http://www.primefocus.com/sites/default/files/pdf/CSR Policy.pdf)

35. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans given, Investments made, Guarantees given and Securities provided during the financial year under Section 186 of the Act are stated in the Notes to Accounts which forms part of this Annual Report.

36. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/ transactions entered by the Company with the Related Parties during the financial period were on an Arm''s length basis and were in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were entered into only with prior approval of the Audit Committee, except transactions which qualify under Omnibus approval as permitted under the law. A statement of all Related Party Transactions is placed before the Audit Committee and Board for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The policy on Related Party Transactions is available on the Company''s website (URL:

http://www.primefocus.com/sites/default/files/pdf/Policy on Related parties.pdf )

There are no transactions that are required to be reported in Form AOC-2 and as such does not form part of the Report.

37. BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of the SEBI Listing Regulations, 2015, as amended, inter alia, provides that the annual report of the top 500 listed entities based on market capitalization (calculated as on 31 March of every financial year), shall include a Business Responsibility Report. Since Prime Focus Limited. is one of the top 500 listed entities, the Company has presented its Business Responsibility Report for the financial year 2016-17, which is part of this Annual Report.

38. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to provisions of Section 124(6) of the Companies Act, 2013 (Act) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the Company is required to transfer the shares for which dividend has not been claimed for 7 (seven) consecutive years or more to Investor Education and Protection Fund (IEPF). Further the corresponding shares will be transferred as per the requirement of IEPF Rules.

39. AUDITORS

Statutory Auditors

At the AGM held on December 24, 2014, Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117364W), were appointed as Statutory Auditors of the Company to hold office from the conclusion of 17th Annual General Meeting till the conclusion of 22nd Annual General Meeting of the Company, subject to ratification of their appointment by the Members at every Annual General Meeting. Further, DHS have under Section 139(1) of the Act and the Rules framed there under furnished a certificate of their eligibility and consent for appointment.

The members are requested to ratify the appointment of Deloitte Haskins & Sells, Chartered Accountants as Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting in 2018 and to authorize the Board to fix their remuneration for the year 2017-18.

The Auditors Report for the Financial year 2016-17 does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. D M Zaveri and Company, Practicing Company Secretaries has been appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the financial year 2016-17. The report of the Secretarial Auditor is annexed to this report as Annexure G. The Secretarial Auditors'' Report for the Financial year 2016-17 does not contain any qualification, reservation or adverse remark.

40. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

41. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliances with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2017 and to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the March 31, 2017 and of the profit and loss of the company for that year on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down proper systems of internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

42. MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

In terms of Regulation 17(8) of SEBI (LOOR) Regulations, 2015, the Company has obtained compliance certificate from Managing Director and CFO.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation to its stakeholders financial institutions, bankers and business associates, Government authorities, customers and vendors for their co-operation and support and looks forward to their continued support in future. Your Directors also place on record, their deep sense of appreciation for the committed services by the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Ramakrishnan Sankaranarayanan Naresh Malhotra

Managing Director Whole-Time Director

DIN: 02696897 DIN:00004597

Date: May 23, 2017

Place: Mumbai

---

Mar 31, 2016

To

The Members of Prime Focus Limited

The Company''s Directors are pleased to present the Nineteenth Annual Report and the Audited Statements of the Accounts for nine months period ended March 31, 2016.

1. FINANCIAL PERFORMANCE SUMMARY

The Consolidated and Standalone Audited Financial Results for the period ended March 31, 2016 are as follows:

(Rs, In lacs)

Particulars	Consolidated		Standalone
	2015-16	2014-15	2015-16	2014-15 (12 months)
	(9 months)	(12 months)	(9 months)
Income from operations	133018.99	153797.45	11108.61	11349.36
Other operating income	5262.47	6961.09	776.84	1010.14
Total income from operations	138281.46	160758.54	11885.45	12359.50
Less: Expenses	138005.87	158749.98	9796.78	9892.01
Add: Other income	4447.43	1955.95	1510.47	1102.59
Less: Finance costs	8203.87	7272.55	2084.87	2466.79
Less: Exceptional items-	8350.28	24754.80	-	1570.32
Less: Tax expense	2364.23	3252.51	678.36	2343.98
Less: Minority interest	(3347.85)	(2093.07)	-	-
Net Profit/Loss for the period / year	(10847.51)	(29222.28)	835.91	(2811.01)

2. OPERATIONS AND PERFORMANCE REVIEW

During the period under review, on consolidated basis, total income of the Company and its subsidiaries stood at Rs, 1,38,281.46 lacs as compared to Rs, 1,60,758.54 lacs in the previous year.

On standalone basis, total income during the period was Rs, 11885.45 lacs as compared to Rs, 12359.5 lacs in the previous year. Profit before exceptional items and tax during the period was Rs, 1514.29 lacs as compared to Rs, 1103.29 lacs in the previous year. The Net profit/ (loss) after tax was Rs, 835.91 lacs as compared to Rs, (2811.01) lacs in the previous year.

A detailed analysis on the Company''s performance, both Consolidated & Standalone, is included in the "Management Discussion & Analysis" Report which forms part of this Annual Report.

3. DIVIDEND

To conserve the financial resources, no dividend has been recommended for the period under review.

4. TRANSFER TO RESERVES

Your Company transferred a sum of Rs, 1,08,69,035 to Debenture Redemption Reserve for the period under review.

5. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2016 was Rs, 29,88,78,974 comprising of 29,88,78,974 equity shares of Re. 1/- each. There was no change in the Company''s Share Capital during the period under review.

6. EMPLOYEE STOCK OPTION SCHEME (ESOP)

In the Board of Directors'' meeting held on July 02, 2014, approval was granted to introduce and implement Employee Stock Option Scheme titled ''PFL-ESOP Scheme 2014'' whereby stock options up to 6% of the paid up capital of the Company (post aforesaid preferential allotment) aggregating 17,932,738 stock options would be issued to eligible employees of the Company, its subsidiaries and associates. The said scheme was approved by the shareholders in the Extra-ordinary General Meeting held on August 01, 2014.

7. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Following were the material changes and commitments affecting the financial position of the Company which have occurred between the end of financial period of the Company to which the Financial Statements relate and the date of this Report.

Disinvestment of 30% stake in Digital Domain-Reliance, LLC by Prime Focus and formation of Virtual Reality and Advertising JV in India

a. Divestment of 30% stake in Digital Domain-Reliance, LLC ("DD-Reliance"), through an international wholly owned subsidiary of the Company to the existing holder of the remaining 70% stake in DD-Reliance, which is ultimately wholly-owned by Digital Domain Holdings Limited ("DDHL"), whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited and;

b. Entered into a 50:50 JV with DDHL through De-fi Media Limited, wholly owned subsidiary of the company registered in UK (or another direct subsidiary) to carry on Virtual Reality and Advertising businesses in India (the "New JV") on terms as may be agreed between the parties; at a total consideration of US$ 55 million worth of shares in the Hong Kong listed DDHL based on an issue price of HK$0.596 per share of which US$30 million is for stake sale as per the Memorandum of Understanding.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the period under review, there were no significant or material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

9. RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company''s capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company''s operating environment and they emerge on a regular basis. The Company''s Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

The Company is well aware of the above risks and as part of business strategy has put in a mechanism to ensure that they are mitigated with timely action. The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems. For further details, please refer to the Management Discussion and Analysis Report which forms a part of the Annual Report.

11. HUMAN RESOURCES

Human Resource is considered as one of the most critical resource in the business which can be continuously smoothened to maximize the effectiveness of the organization. Human Resource build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Policies and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company. The Company has generally enjoyed cordial relations with its personnel.

Further, the total number of permanent employees of the Company as on March 31, 2016 is 534.

12. PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace. During the year under review, Company has not received any complaints on sexual harassment.

13. DEBENTURES

During the period under review, Company has not raised funds by issuing debenture pursuant to the provision of the Companies Act, 2013.

14. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public falling within the ambit of SECTION 73 of the Companies Act, 2013("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

15. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 pursuant to SECTION 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed as ANNEXURE-A to this Report.

16. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with the provisions of the Act read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 and it forms part of the Annual Report. Pursuant to SECTION 129(3) of the Act, a statement containing the salient features of the financial statements of the subsidiary companies is attached to the Financial Statements in Form AOC-1. The Company will make available the said financial statements and related detailed information of the subsidiary companies upon request by any member of the Company or its subsidiary companies. These financial statements will also be kept open for inspection by any Member at the Registered Office of the Company. Further, in order to align the financial year of the Company with the requirements of the Companies Act, 2013, the financial year 2015-16 was for a period of 9 months i.e. from the period July 1, 2015 to March 31, 2016.

Pursuant to the provisions of SECTION 136 of the Act, the Audited financial statements of the Company, consolidated financial statements along with relevant documents and separate Audited Accounts in respect of subsidiaries, are available on the website of the Company viz.www.primefocus.com.

17. SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

During the period, the following changes have taken place in subsidiary companies:

a. Companies which have become subsidiaries:

1. Double Negative India Private Limited (formerly known as Reliable Laptops Private Limited) - Subsidiary of Prime Focus World Creative Services Private Limited

2. Prime Focus Malaysia Sdn. Bhd. - Subsidiary of the Company

3. Prime Focus World Malaysia Sdn. Bhd. - Subsidiary of Prime Focus World NV

4. Double Negative Huntsman VFX Ltd. - Subsidiary of Double Negative Canada Productions Ltd.

b. Name changes

Prime Focus International Limited was renamed as De-Fi Media Limited w.e.f. February 20, 2016.

c. Joint Venture/Associates Companies

During the period under review, there are no companies which has become or ceased to be an Associate/Joint Venture.

The Company has adopted a Policy for determining Material Subsidiaries in line with Regulation l6(l)(c) of the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015. The Policy as approved by the Board, is uploaded on the website of the Company URL: http: //www.primefocus.com/sites/default/files/pdf/Policy_on_ Material_Subsidiaries.pdf

18. CONSERVATION OF ENERGY,TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A) CONSERVATION OF ENERGY

i) The steps taken to or impact on conservation of energy-

Although the Company is not engaged in manufacturing activities. However, as a responsible corporate citizen, we continue to pursue and adopt appropriate energy conservation measures. The Company makes every effort to conserve energy as far as possible in its post-production facilities, Studios, Offices, etc. The Company also takes significant measures to reduce energy consumption by using energy efficient computers and by purchasing energy-efficient equipment. The Company purchases PCs, laptops, air conditioners etc. that meet environment standards, wherever possible and replace old equipment with more energy-efficient equipment.

ii) The Steps taken by the Company for utilizing alternate sources of energy- Not applicable

iii) The capital investment on energy conservation equipment''s- The Company constantly evaluates new developments and invests into latest energy efficient technology.

B) TECHNOLOGY ABSORPTION

i) The efforts made towards technology absorption - The

Company adopts the latest trends in the technology development and introduces the same so as to ensure reduction in cost with best quality output.

ii) The benefits derived like product improvement, cost reduction, Product development or import substitution- Not applicable

C) IMPORTED TECHNOLOGY

i) The details of technology imported- Not Applicable

ii) The year of import - Not applicable

iii) Whether the technology has been fully absorbed – Not applicable

iv) If not fully absorbed - Not applicable Expenditure incurred on Research and Development (R&D):

Your company is predominantly a service provider and therefore has not set up a formal R&D unit, however continuous research and development is carried out at various development centers as an integral part of the activities of the Company.

Particulars of foreign currency earnings and outgo are as under:

(Rs, In lacs)

Particulars	March 31, 2016	June 30, 2015
Foreign Exchange Earned:	1,321	1,667
Revenue from operations	-	-
and interest income	-	-
Foreign Exchange Outgo:	78	58
Technical service cost,	-	-
repairs and maintenance,	-	-
interest and others	-	-

19. MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis Report for the financial year ended March 31, 2016 as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligation and Disclosure requirements) Regulations, 2015, is included as a separate SECTION forming part of the Annual Report.

20. CORPORATE GOVERNANCE REPORT

A separate SECTION on Corporate Governance forming part of the Directors'' Report and the certificate from the Practicing Company Secretary confirming compliance of Corporate Governance norms as stipulated in Regulation 34 read along with schedule V of SEBI of India (Listing Obligation and Disclosure requirements) Regulations, 2015 is included in the Annual Report.

21. DIRECTORS

During the period under review, on the recommendation of the Nomination and Remuneration Committee and in accordance with the provisions of SECTION 161 of the Act, Mr. Amit Bapna was appointed as an additional director (nominee of Reliance Media Works Limited) and further appointed as non-executive director by members of the Company in the Annual General Meeting held on December 24, 2015.

I n accordance with the provisions of SECTION 152 of the Act and Articles of Association of the Company, Mr. Namit Malhotra (DIN: 00004597) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment.

The Board recommends this re-appointment. Items seeking your approval on the above is included in the Notice convening the Annual General Meeting.

All the Independent Directors have given declarations that they meet the criteria of Independence as laid down under SECTION 149(6) of the Act 2015.

Brief resume of the director being re-appointed forms part of the Notice of the ensuing Annual General Meeting.

The disclosure required under Schedule V, Part II, proviso of SECTION II B (iv)(IV) of the Act forms part of the Corporate Governance Report.

22. RECEIPT OF REMUNERATION OR COMMISSION FROM HOLDING COMPANY OR SUBSIDIARY COMPANY

Mr. Ramakrishnan Sankaranarayanan, Managing Director of the Company was appointed as an Executive Director in Prime Focus Technologies Private Limited ("PFT"), a subsidiary company on June 25, 2014. He is in receipt of '' 34,00,000/- p.a. as remuneration in his capacity as an Executive Director of PFT.

23. KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Parina Nirav Shah was appointed as the Company Secretary and Compliance Officer with effect from September 12, 2015 in place of Ms. Kirti Desai who resigned with effect from July 07, 2015.

The following directors / executives continued as KMPs during FY 2015-16: ^ Mr. Ramakrishnan Sankaranarayanan, Managing Director ^ Mr. Namit Malhotra, Chief Executive Officer ^ Mr. Vikas Rathee, Chief Financial Officer ^ Ms. Parina Shah, Company Secretary

24. BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015, the Board of Directors ("Board") has carried out an annual evaluation of its own performance, and that of its Committees and individual Directors.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the Chairperson was also evaluated on the key aspects of his role.

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Committee is also responsible for reviewing and vetting the CVs of potential candidates'' vis-a-vis the required competencies, undertake a reference and due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of SECTION 178 (3) of the Act and Regulation 19 of the Securities and Exchange Board of India (Listing Obligation and Disclosure requirements) Regulations, 2015, which is annexed as "Annexure E"

Familiarization Programme for Independent Directors

Pursuant to requirement of Securities and Exchange Board of India vide Circular no. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, the Company has in place a programme for familiarization of the Independent Directors with the Company, details of which is available on the website of the company: http://www.primefocus.com/investor-center#Familiarisation_Prgm_for_ID

25. NOMINATION AND REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel, Senior Management and other Employees pursuant to the provisions of the Act and Regulation 19 of the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015. The Nomination and Remuneration policy forms a part of this report and is annexed as "Annexure-B".

26. BOARD MEETINGS

During the period under review, three Board Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and Regulation 17 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.

Currently the Board has six committees, namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility ("CSR") Committee, Stakeholders'' Relationship Committee ESOP Compensation Committee and Committee of Independent Director.

Risk Management Committee and Foreign Exchange Risk Management Committee have been dissolved w.e.f. May 30, 2016.

Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

27. AUDIT COMMITTEE

The Audit Committee comprises of following members:

Name of the Member	Positions
Mr. Rivkaran Chadha	Chairman
Mr. Kodi Raghavan Srinivasan	Member
Mr. Padmanabha Gopal Aiyar	Member
Mr. Nainesh Jaisingh*	Member
Mr. Amit BapnaA	Member

Note:

^AMr. Amit Bapna was appointed as a member in the Audit Committee w.e.f September 16, 2015.

*Mr. Nainesh Jaisingh resigned from the Audit Committee w.e.f. April 18, 2016.

Further, details relating to the Audit Committee are provided in the Corporate Governance Report.

28. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The policy of vigil mechanism is available on the Company''s website (We blink: http://www.primefocus.com/sites/default/files/pdf/Vigil_ Mechanism_Policy.pdf )

There were various local auditors, the annual closing of all the subsidiaries being April - March, unlike July-June for the holding company, local accounting rules and conversion of the same to Indian GAAP for audit of financials of the above mentioned acquisitions.

In view of the above-mentioned facts, it was difficult for the Company to complete the audit of component financial statements within the available timeframe.

2. The composition of Board of Directors is not in compliance with Clause 49(II)(A)(2) of the Listing Agreements / Regulation 17(1)

(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 with regard to having atleast half of the Board of directors of the Company to comprise of independent directors when chairperson of board of directors is an executive director.

The response of Directors with respect to the above is as follows:

Mr. Amit Bapna was appointed as Non-Executive Director with effect from September 16, 2015 and pursuant to the said appointment, the number of Independent Directors required on the Board was five, in terms of Regulation 17(1)(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

In view of above, Company had identified a few suitable candidates and already initiated a dialogue with them and would announce the appointment of the Independent Board Member at the earliest possible to comply with the stipulated requirement.

34. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to SECTION 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis.

e) the directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and the Company is constantly endeavoring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the size of the respective entities and the nature of their business.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation to its stakeholders financial institutions, bankers and business associates, Government authorities, customers and vendors for their co-operation and support and looks forward to their continued support in future. Your Directors also place on record, their deep sense of appreciation for the committed services by the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Ramakrishnan Sankaranarayanan Naresh Malhotra

Managing Director Whole-Time Director

DIN:02696897 DIN:00004597

Date : May 30, 2016

Place: Mumbai

---

Jun 30, 2015

The Company's Directors are pleased to present the Eighteenth Annual Report and th e Audited Statements of the Accounts for the financial year ended June 30, 2015.

1. FINANCIAL PERFORMANCE SUMMARY

The Consolidated and Standalone Audited Financial Results for the year ended June 30, 2015 are as follows:

(Rs, In lacs)

Particulars Consolidated Standalone

2014-15 2013-14 2014-15 2013-14 (12months) (15 months (12months) (15months)

Income from operations 153797.45 103,272.16 11349.36 27,354.79

Other operating income 6961.09 4869.71 1010.14 175.40 Total income from operations 160758.54 108141.87 12359.50 27530.19

Less: Expenses 158749.98 101,639.25 9892.01 22,648.91

Add: Other income 1955.95 4601.01 1102.59 3693.81

Less: Finance costs 7272.55 6,867.60 2466.79 2,810.83

Less: Exceptional items 24754.80 1,740.65 1570.32 -171.51

Less: Tax expense 3252.51 707.93 2343.98 -446.50

Less: Minority interest -2093.07 -638.69 - -

Net Profit/Loss for the period -29222.28 2426.14 (2811.01) 6382.27

2. OPERATIONS AND PERFORMANCE REVIEW

During the year under review, on consolidated basis, total income of the Company and its subsidiaries stood to beRs, 160758.54 lacs as compared to Rs, 108141.87 lacs in the previous year.

On standalone basis, total income during the year wasRs, 12359.5 lacs as compared toRs, 27530.19 lacs in the previous year. Profit before exceptional items and tax during the period was Rs,1103.28 lacs as compared to Rs, 5764. 26 lacs in the previous year. The Net (loss)/profit after tax wasRs, (2811.01) lacs as compared to Rs, 6,382 lacs in the previous year.

A detailed analysis on the Company's performance, both Consolidated & Standalone, is included in the "Management Discussion & Analysis" Report which forms part of this Annual Report.

3. DIVIDEND

In view of the losses in Financial Year 2014-15, your Board did not recommend any dividend for its equity shareholders.

4. SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company was increased from Rs, 25,00,00,000 (Rupees Twenty Five Crores Only) divided into 25,00,00,000 (Twenty Five Crores) equity shares of Rs, 1/- (Rupee One Only) each to Rs, 35,00,00,000 (Rupees Thirty Five Crores Only) divided into 35,00,00,000 (Thirty Five Crores) equity shares of Rs, 1/-(Rupee One Only) each.

The Company had issued and allotted 90,384,615 equity shares of Rs, 1/- each to Reliance Media Works Limited and 23,076,923 equity shares of Rs, 1/- each to Monsoon Studio Private Limited aggregating to 113,461,538 equity shares of Rs, 1/- each on April 7, 2015 at a price of Rs, 52/- per share (including a premium of Rs, 51/- per share) on Preferential basis thereby triggering an open offer limit of 26%. Hence Reliance Media Works Limited together with Person Acting in Concert namely Reliance Land Private Limited, Namit Malhotra, Naresh Malhotra and Monsoon Studio Private Limited made open offer to the shareholders of the company for the acquisition up to 7,77,08,534 fully paid up equity shares of face value Rs, 1/- each from the public shareholders of the company constituting 26% of the full diluted voting equity capital of the company.

During the process of open offer, Reliance Media Works Limited acquired 4,36,95,446 equity shares and Monsoon Studio Private Limited acquired 44,29,172 equity shares from the public shareholders pursuant to Chapter II Regulation 3(2) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011.

Consequent to the aforesaid allotment, the issued, subscribed and paid-up equity share capital of the Company increased to Rs, 29,88,78,974/- comprising of 29,88,78,974 equity shares of Rs, 1/- each from Rs, 18,54,17,436/- comprising of 18,54,17,436 equity shares of Rs, 1/-each.

5. EMPLOYEE STOCK OPTION SCHEME (ESOP)

In the Board of Directors' meeting held on July 02, 2014, approval was granted to introduce and implement Employee Stock Option Scheme titled 'PFL-ESOP Scheme 2014' whereby stock options up to 6% of the paid up capital of the Company (post aforesaid preferential allotment) aggregating 17,932,738 stock options would be issued to eligible employees of the Company, its subsidiaries and associates. The said scheme was approved by the shareholders in the Extra-ordinary General Meeting held on August 01, 2014.

6. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review, following material changes took place:

A. Merger of Double Negative Holdings Limited (Double Negative) with PFW's VFX business:

Effectively July 01, 2014, Prime Focus World N.V. ('PFWNV') forming part of the group, closed the transaction relating to the merger of Double Negative, one of the largest Visual effects services providers to the global film industry pursuant to a share sale agreement date June 25, 2014. This agreement has created the World's largest independent VFX, stereo conversion and animation company serving the Hollywood film industry and Double Negative has now become a wholly owned subsidiary of PFWNV.

B. Prime Focus and Gener8 signed Technology Licensing Partnership

Prime Focus had entered into a licensing and 3D conversion partnership with Canada's Gener8 Media Corp. ("Gener8" or "the Company"), a global leader in 3D conversion technology, which shall secure an exclusive worldwide license to use the Company's proprietary 3D conversion technology G83D™ throughout the entertainment industry.

C. Acquisition of Film and Media business:

The Company acquired the Film and Media Services business of Reliance MediaWorks Limited ("RMW") on a slump sale basis as a going concern along with the assets and liabilities at a lump sum consideration of Rs, 350 crore.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the Financial Statements relate and the date of this Report.

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant or material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

8. RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee and a policy to frame, implement and monitor the risk management plan for the Company. The Policy covers the various risks associated with the Company while executing its object. The Policy aims to assess the risk, manage it and monitor it so as to keep the risk at zero level or minimum level. The Risk Management Committee shall be responsible to monitor and review the risk management plan of the Company. The Company is committed to manage risk in a manner appropriate to achieve its strategic objectives. For further details, please refer to the Management Discussion and Analysis Report which forms part of the Annual Report.

9. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company is constantly endeavoring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate with the size of the respective entities and the nature of their business. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems. For further details, please refer to the Management Discussion and Analysis Report which forms part of the Annual Report.

10. HUMAN RESOURCES

Human Resource is considered as one of the most critical resource in the business which can be continuously smoothened to maximizethe effectiveness of the organization. Human Resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Policies and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company. The Company has generally enjoyed cordial relations with its personnel.

Further, the total number of personnel's of the Company as on June 30, 2015 is over 6,000.

11. PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal

of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

During the year under review, Company has not received any complaints on sexual harassment.

12. DEBENTURES

During the year under review, Company issued 4,891 unlisted, unrated Redeemable Debentures not convertible into Equity Shares of the Company of Rs, 100,000/- each aggregating to Rs, 48.91 Crore to meet general corporate purposes.

13. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

14. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed as ANNEXURE-A to this Report.

15. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with the provisions of the Act read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the provisions of the Listing Agreement with the Stock Exchanges and forms part of the Annual Report. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the subsidiary companies is at ached to the Financial Statements in Form AOC-1. The Company will make available the said financial statements and related detailed information of the subsidiary companies upon the request by any member of the Company or its subsidiary companies. These financial statements will also be kept open for inspection by any Member at the Registered Office of the Company.

Pursuant to the provisions of section 136 of the Act, the Audited financial statements of the Company, consolidated financial statements along with relevant documents and separate Audited Accounts in respect of subsidiaries, are available on the website of the Company viz.www.primefocus.com.

16. SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year, the following changes have taken place in subsidiary companies:

a. Companies which have become subsidiaries:

1. Gener8 India Media Services Limited (formerly known as Prime Focus Entertainment Services Limited/Reliance MediaWorks Entertainment Services Limited) -Subsidiary of the Company

2. Reliance MediaWorks (Mauritius) Limited - Subsidiary of the Company

3. Reliance Lowry Digital Imaging Services Inc. - Subsidiary of Reliance MediaWorks (Mauritius) Limited

4. Double Negative Holdings Limited - Subsidiary of Prime Focus World N.V.

5. Gener8 Digital Media Services Limited - Subsidiary of PF World Limited

6. Double Negative Limited - Subsidiary of Double Negative Holdings Limited

7. Double Negative Singapore Pte. Limited- Subsidiary of Double Negative Holdings Limited

8. Double Negative Films Limited- Subsidiary of Double Negative Holdings Limited

9. Double Negative Canada Productions Limited - Subsidiary of Double Negative Holdings Limited

b. Companies ceased to be subsidiary companies

Based on the approval of the Board of Directors of the Company vide Resolution dated March 31, 2015, the entire holding of 21,492,003 ordinary shares in Prime Focus London Plc, a Company incorporated in the UK was sold at a total consideration of £ 399,751.26 (@1.86 pence each). Prime Focus London Plc and its following subsidiaries cease to be subsidiaries of Prime Focus Limited.

1. Prime Focus London Plc, UK 8. VTR Media Services Limited

2. VTR Media Investments Limited 9. PF Broadcast & Commercial Limited

3. Busy Buses Limited 10. Prime Focus Broadcast Limited

4. Slipstream Limited 11. VTR Post Limited

5. VTR Media Investments 2 Limited 12. Prime VFX Limited

6. DMJM Film Limited 13. PF Broadcast VFX Limited

7. Prime Focus Productions 5 Limited 14. PF Film UK Limited

c. Joint Venture / Associates Companies

a. Joint Venture

No Company has become / ceased to be a joint venture during the financial year 2014-15.

b. Associates Companies

Acquired 30% ownership interest in Digital Domain - Reliance LLC during the financial year 2014-15.

The Company has adopted a Policy for determining Material Subsidiaries in line with Clause 49 of the Listing Agreement. The Policy, as approved by the Board, is uploaded on the website of the Company (URL: ht p://www.primefocus.com/sites/default/fi les/pdf/ Policy_on_Material_Subsidiaries.pdf)

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A) CONSERVATION OF ENERGY

i) The steps taken to or impact on conservation of energy– Although the Company is not engaged in manufacturing activities, the Company makes every effort to conserve energy as far as possible in its post-production facilities, Studios, Offices, etc. The Company also takes Significant measures to reduce energy consumption by using energy efficient computers and by purchasing energy-efficient equipment. The Company purchases PCs, laptops, air conditioners etc. that meet environment standards, wherever possible and replace old equipment with more energy-efficient equipment

ii) The Steps taken by the Company for utilizing alternate sources of energy– Not applicable

iii) The capital investment on energy conservation equipments–

The Company constantly evaluates new developments and invests into latest energy efficient technology.

B) TECHNOLOGY ABSORPTION

i) The efforts made towards technology absorption – The Company adopts the latest trends in the technology development and introduces the same so as to ensure reduction in cost with best quality output.

ii) The benefits derived like product improvement, cost reduction, Product development or import substitution– Not applicable

C) IMPORTED TECHNOLOGY

i) The details of technology imported- Not Applicable

ii) The year of import - Not applicable

iii) Whether the technology has been fully absorbed - Not applicable

iv) If not fully absorbed - Not applicable

Expenditure incurred on Research and Development (R&D):

Your company is predominantly a service provider and therefore has not set up a formal R&D unit, however continuous research and development is carried out at various development centers as an integral part of the activities of the Company.

Particulars of foreign currency earnings and outgo are as under:

(Rs, In lacs)

Particulars June 30, 2015 June 30, 2014

Foreign Exchange Earned: 1667 19,804

Revenue from operations and interest income

Foreign Exchange Outgo: 58 183

Technical service cost, repairs and maintenance, interest and others

18. MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis Report for the financial year ended June 30, 2015 as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is included as a separate section forming part of the Annual Report.

19. CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Practicing Company Secretary confirming compliance of Corporate Governance norms as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

20. DIRECTORS

Pursuant to Section 149(10) of the Act, read along with the Rules framed there under, the Members had at the Annual General Meeting of the Company held on December 24, 2014, approved the appointment of Independent Directors [viz. Mr. Srinivasan Kodi Raghavan (DIN: 00012449), Mr. Rivkaran Singh Chadha (DIN: 00308288) and Mr. Padmanabha Gopal Aiyar (DIN 02722981)] from the conclusion of 17th Annual General Meeting to the conclusion of 22nd Annual General Meeting i.e. for a period of five consecutive years. Further, pursuant to the Section 149(13) and 152 of the Act, provisions for the retirement of rotation of directors shall not apply to such Independent Directors.

At the said Annual General Meeting, Mr. Naresh Malhotra was re-appointed as a Whole-time Director, liable to retire by rotation for a term of five years commencing from April 1, 2015.

In the Extra-Ordinary General Meeting held on August 1, 2014, Mr. Ramakrishnan Sankaranarayanan (DIN: 02696897) was appointed as Managing Director and Mr. Namit Malhotra (DIN: 00004049) was appointed as Chairman (Executive Director) and Chief Executive Officer of the Company. They have been appointed for a tenure of three years with effect from June 25, 2014 and their period of Office is liable to retire by rotation.

Dr. (Mrs.) Hemalatha Thiagarajan (DIN: 07144803) was appointed as an Additional Director (Non-Executive Independent) under Section 149 and Section 161 of the Act w.e.f. March 31, 2015, subject to consent by the Members of the Company at the ensuing Annual General Meeting. Further, Mr. Amit Bapna (DIN: 00008443) was appointed as an Additional Director (Nominee on behalf of Reliance MediaWorks Limited) w.e.f. September 16, 2015. Notices pursuant to Section 160 of the Act have been received from the Member proposing the appointment of Dr. (Mrs.) Hemalatha Thiagarajan and Mr. Amit Bapna as Directors of the Company.

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Ramakrishnan Sankaranarayanan (DIN: 02696897) shall retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re- appointment.

The Board recommends these appointment / re-appointment. Items seeking your approval on the above are included in the Notice convening the Annual General Meeting.

All the Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

Brief resumes of the directors being appointed / re-appointed forms part of the Notice of the ensuing Annual General Meeting.

The Company has incurred loss for the Financial Year 2014-2015. Accordingly, the disclosure required under Schedule V, Part II, proviso of Section II B (iv)(IV) of the Act forms part of the Corporate Governance Report.

21. RECEIPT OF REMUNERATION OR COMMISSION FROM HOLDING COMPANY OR SUBSIDIARY COMPANY

Mr. Ramakrishnan Sankaranarayanan, Managing Director of the Company was appointed as an Executive Director in Prime Focus Technologies Private Limited ("PFT"), a subsidiary company on June 25, 2014. He is in receipt of Rs, 34,00,000/- p.a. as remuneration in his capacity as an Executive Director of PFT.

22. KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, Mr. Namit Malhotra was appointed as a CEO and Executive Director. Mr. Vikas Rathee was appointed as Chief Financial Officer (CFO) of the Company w.e.f. August 01, 2014 in place of Mr. Nishant Fadia who stepped down as CFO with effect from July 31, 2014.

Ms. Kirti Desai was appointed as the Company Secretary and Compliance Officer with effect from August 01, 2014 in place of Mr. Navin Agarwal who resigned with effect from July 31, 2014. Ms. Kirti Desai had resigned from the post of Company Secretary and Compliance Officer with effect from July 07, 2015. Further, Ms. Parina

Shah was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. September 12, 2015.

The Company has designated following personnel as KMPs pursuant to the provisions of Section 203 of the Act and the rules made there under.

- Mr. Ramakrishnan Sankaranarayanan, Managing Director

- Mr. Namit Malhotra, Chief Executive Officer

- Mr. Vikas Rathee, Chief Financial Officer

- Ms. Parina Shah, Company Secretary

23. BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI under Clause 49 of the Equity Listing Agreement, the Board of Directors ("Board") has carried out an annual evaluation of its own performance, and that of its Committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors. A separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the Chairperson was also evaluated on the key aspects of his role.

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Committee is also responsible for reviewing and veting the CVs of potential candidates' vis-à-vis the required competencies, undertake a reference and due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement, which is annexed as "Annexure-B".

Familiarization Programme for Independent Directors

Pursuant to requirement of Securities and Exchange Board of India vide Circular no. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, the Company has in place a programme for familiarization of the Independent Directors with the Company, details of which is available on the website of the company: (ht p://www.primefocus.com/sites/ default/files/pdf/ Familiarization _programme_ for_ Independent_ Directors.PDF).

24. NOMINATION AND REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel, Senior Management and other Employees pursuant to the provisions of the Act and Clause 49 of the Listing Agreement.. The policy forms a part of this report and is annexed as "Annexure-C".

25. BOARD MEETINGS

During the year, fourteen Board Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and Clause 49 of the Listing Agreement.

Details of the composition of the Board and its Committees and of the Meetings held, at endanger of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

26. AUDIT COMMITTEE

The Audit Committee comprises of following members:

Name of the Member Positions

Mr. Rivkaran Chadha Chairman

Mr. Kodi Raghavan Srinivasan Member

Mr. Padmanabha Gopal Aiyar* Member

Mr. Nainesh Jaisingh or his Alternate viz. Mr. Vibhav Member Parikh, during his absence

Mr. Amit Bapna** Member

*Mr. Padmanabha Gopal Aiyar was appointed as a member of the Committee with effect from November 14, 2014.

**Mr. Amit Bapna was appointed as a member of the Committee with effect from September 16, 2015.

Further, details relating to the Audit Committee are provided in the Corporate Governance Report.

27. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The policy of vigil mechanism is available on the Company's website (Weblink: ht p://www.primefocus.com/sites/default/fi les/pdf/Vigil_ Mechanism_Policy.pdf )

28. PARTICULARS OF EMPLOYEES

The information on employees who were in receipt of remuneration of not less than Rs, 60 lakhs during the year or Rs, 5 lakhs per month during any part of the said year as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. The said statement is also open for inspection at the registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to the Report as "Annexure D".

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the CSR Policy of the Company along with the Annual Report on CSR activities is set out in "Annexure E" of this report. The policy is available on the Company's website (Weblink: ht p://www.primefocus.com/sites/default/fi les/pdf/CSR_Policy.pdf)

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans given, Investments made, Guarantees given and Securities provided during the year under Section 186 of the Act are stated in the Notes to Accounts of Standalone Financial Statements which forms part of this Annual Report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/ transactions entered by the Company with the Related Parties during the financial year were on an Arm's length basis and were in compliance with the applicable provisions of the Act and the Listing Agreement. There are no materially Significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Actin Form AOC-2 pursuant to Section 134 (3) (h) of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014 is at ached as ANNEXURE-F to this Report.

All Related Party Transactions are placed before the Audit Committee as also before the Board for approval. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website (URL:ht p://www.primefocus. com/sites/default/fi les/pdf/policy_on_related_parties.pdf.)

32. AUDITORS

Statutory Auditors

In the last AGM held on December 24, 2014, M/s Deloit e Haskins & Sells (DHS), Chartered Accountants (Registration No. 117364W), have been appointed as Statutory Auditors of the Company to hold Office

from the conclusion of 17th Annual General Meeting till the conclusion of 22nd Annual General Meeting of the Company, subject to ratification of their appointment by the Members at every Annual General Meeting. Further, DHS have under Section 139(1) of the Act and the Rules framed there under furnished a certificate of their eligibility and consent for appointment.

The Auditor's Report on the consolidated financial statements contains qualification as regards figures for certain components included in the consolidated financial statements being unaudited for part of the year as under:

i.) The financial statements / the consolidated financial statements of certain subsidiaries whose financial statements / consolidated financial statements for the year ended 31st March, 2015 have been audited by us / other auditors reflect total assets of Rs, 2,893.31 crore as at 31st March, 2015, total revenues of Rs, 953.34 crore and net cash outflow amounting to Rs, 0.52 crore for the year ended on that date. The financial information of the said subsidiaries for the year ended 30th June, 2015, as considered in the consolidated financial statements, has been derived by making appropriate adjustments, based on the management accounts approved by the board of directors of the Holding Company, to the financial information as per the aforementioned audited financial statements/consolidated financial statements for the year ended 31st March, 2015. The financial information so derived of the said subsidiaries reflect total assets (net) of Rs, 73.63 crore as at 30th June, 2015, total revenues of Rs, 372.18 crore and net cash inflows amounting to Rs, 19.98 crore for the year ended on that date, as considered in the consolidated financial statements. Our opinion, in so far as it relates to the amounts included in respect of these subsidiaries, is based solely on our reports and that of the other auditors and the aforementioned management accounts.

ii.) The consolidated financial statements include unaudited standalone financial information in respect of certain subsidiaries which reflect total assets of Rs, 45.70 crore as at 30th June, 2015, total revenue of Rs, Nil, cash inflows amounting to Rs, 2.69 crore for the year then ended. These unaudited financial information as approved by the Board of Directors of the Company have been furnished to us by the Management and our report in so far as it relates to the amounts and disclosures included in respect of the subsidiaries is based solely on such approved unaudited standalone financial information.

The response of Directors with respect to the above are as follows:-

During the financial year 2014-15, the following material events took place:

1. Double Negative UK Holdings Ltd became a subsidiary of Prime Focus World NV (a subsidiary of the company) in July 2014. This entity has operating subsidiaries in UK, Singapore and Canada;

2. Licensing and 3D conversion partnership with Canada's Gener8 Media Corp, a global leader in 3D conversion technology, in March 2015; and

3. Acquisition of the global Film and Media Services business ('FMS business') from Reliance MediaWorks Limited in April 2015;

There were various local auditors, the annual closing of all the subsidiaries being April – March, unlike July-June for the holding company, local accounting rules and conversion of the same to Indian GAAP for audit of financials of the above mentioned acquisitions.

In view of the above-mentioned facts, it was difficult for the Company to complete the audit of component financial statements within the available time frame.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. S. N. Ananthasubramanian & Co., Practicing Company Secretaries, to undertake Secretarial Audit of the Company for the financial year 2014-15. The report of the Secretarial Auditor is annexed to this report as "Annexure G". The Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks.

33. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis.

e) the directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and the Company is constantly endeavoring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the size of the respective entities and the nature of their business.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation to its stakeholders financial institutions, bankers and business associates, Government authorities, customers and vendors for their co-operation and support and looks forward to their continued support in future. Your Directors also place on record, their deep sense of appreciation for the commit ed services by the employees of the Company.

On behalf of the Board of Directors

Naresh Malhotra Ramakrishnan Sankaranarayanan

Whole-Time Director Managing Director

DIN:00004597 DIN:02696897

Date: September 16, 2015

Place: Mumbai

---

Jun 30, 2014

Dear Members,

The directors are pleased to present the Annual Report of the Company along with the Audited Accounts for the period ended June 30, 2014:

1. FINANCIAL PERFORMANCE:

The Consolidated and Standalone Audited Financial Results for the period ended June 30, 2014 are as follows:

(RsIn lacs) Consolidated 2013-14 2012-13 (15 month) (12 month) Income from operations 103,272 76,216

Other operating income 146 -

Other income 4,601 1,741

Total income 108,019 77,957

Less: Expenses 83,596 58,687

Profit before interest, depreciation and tax 24,423 19,270

Less: Finance costs 6,867 4,183

Profit after interest,before depreciation and tax 17,556 15,087

Less: Depreciation and amortisation expense 13,320 9,988

Profit before exceptional items and tax 4,236 5,099

Less: Exceptional items 1,740 10,765

Profit/(Loss) before tax 2,496 (5,666) Less: Provision for tax

Current tax 5,205 (653)

Excess provision of taxes in respect of earlier - (588) years

MAT credit entitlement (177) (18)

Deferred tax (4,319) (2,722)

Profit after tax 1,787 (1,685)

Less: Minority interest (639) 346

Profit after tax (after adjustment of minority 2,426 (2,031) interest) Add: balance brought forward from previous year 25,724 28,385

Less: Minority share 1,943 630

Less: Adjustment of depreciation on fixed assets 22 -

Profit available for appropriation 26,185 25,724

Less: Transfer to debenture redemption reserve 6,365 -

Balance carried to balance sheet 19,820 25,724



Paticular standalone 2013-14 2012-13 (15 month) (12 month) Income from operations 27,355 18,288

Other operating income 146 -

Other income 3,723 1,945

Total income 31,224 20,233

Less: Expenses 18,250 12,816

Profit before interest, depreciation and tax 12,974 7,417

Less: Finance costs 2,811 2,299

Profit after interest, before depreciation and tax 10,163 5,118

Less: Depreciation and amortisation expense 4,399 3,481

Profit before exceptional items and tax 5,764 1,637

Less: Exceptional items (172) 10,766

Profit / (Loss) before tax Less: Provision for tax 5,936 (9,129)

Current tax 4,442 -

Excess provision of taxes in respect of earlier years - (244)

MAT credit entitlement (18) -

Deferred tax (4,870) (2,961)

Profit after tax - (5,924)

Less: Minority interest - -

Profit after tax (after adjustment of 6,382 (5,924) minority interest)

Add: balance brought forward from previous year 8,485 14,409

Less: Minority share - -

Less: Adjustment of depreciation on fi xed assets - -

Profit available for appropriation 14,867 8,485

Less: Transfer to debenture redemption reserve 5,866 -

Balance carried to balance sheet 9,001 8,485

2. OPERATION AND PERFORMANCE REVIEW:

During the period under review, on consolidated basis, total income of the Company and its subsidiaries stood to be Rs. 108,019 lacs as compared to Rs. 77,957 lacs in the previous year.

On standalone basis, total income during the period was Rs. 31,224 lacs as compared to Rs. 20,233 lacs in the previous year. Profit before interest, depreciation and tax during the period was Rs. 12,974 lacs as compared to Rs. 7,417 lacs in the previous year. The Net Profit /(loss) af er tax was Rs. 6,382 lacs as compared to Rs. (5,924) lacs in the previous year.

During the period, the Company has made a provision for doubtful loans/advances and diminution in investment value of Rs. 13,532 lacs and Rs. 5,146 lacs respectively, for its loans and investments in Prime Focus London Plc, a subsidiary, which continued to suff er business headwinds due to continuing recessionary conditions and despite revival/value maximization eff orts by the Management for past several years.

Pursuant to the approval of the Board of Directors and the Shareholders, Company executed a business transfer agreement to sell, transfer and/or otherwise dispose of its "Backend business" on a going concern basis by way of slump sale to Prime Focus World Creative Services Private Limited, a Company incorporated in India and a direct subsidiary of Prime Focus World N.V., a company incorporated and operating under the laws of Netherland for a total consideration of Rs. 22,970 lacs, eff ective June 30, 2014.

3. DIVIDEND:

In order to preserve funds for future activities, the Board of Directors of your Company do not recommend any Dividend for the period ended June 30, 2014.

4. APPROPRIATIONS:

An amount of Rs. 5,866 lacs is transferred to Debenture Redemption Reserve during the year.

5. SHARE CAPITAL:

The issued, subscribed and paid-up equity share capital of the Company as on June 30, 2014 stood at Rs. 1,854 lacs comprising of 185,417,436 equity shares of Re. 1/- each

Subsequently, pursuant to the approval of the shareholders in the Extra-ordinary General Meeting held on August 01, 2014, the Company has increased its authorized share capital from Rs. 2,500 lacs divided into 250,000,000 equity shares of Re.1/- each to Rs. 3,500 lacs dividend into 350,000,000 equity shares of Re. 1/- each.

6. SUBSIDIARIES:

During the period, the Company sold its entire shareholding held in M/s. Prime Focus World Creative Services Private Limited to M/s. Prime Focus World N.V., a company incorporated under the laws of Netherland.

Pursuant to the provisions of amended Clause 49 of the Listing Agreement, the Board of Directors has approved the ''material subsidiary policy''. The said policy is available for review at the below mentioned link:

Link: ht p://primefocusltd.com/sites/default/modules/fi lemanager/ fi les/corporate_governance/Policy_on_Material_Subsidiaries.pdf

In terms of the general exemption granted by the Central Government vide their General Circular No. 2/2011 dated February 8, 2011 under Section 212(8) of the erstwhile Companies Act, 1956, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being at ached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any Member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Offi ce of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the fi nancial results of its subsidiary companies.

A statement pursuant to Section 212 of the erstwhile Companies Act,1956, is set out as an annexure to this Report.

In compliance with Clause 32 of the Listing Agreement, audited consolidated fi nancial statements of the Company and its subsidiaries also form part of this Annual Report.

The Consolidated Financial Statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Act.

7. DIRECTORS:

During the period under review, Mr. Naresh Malhotra relinquished his position as a Chairman of the Company vide his let er dated June 25, 2014. He shall continue to act as the Whole-time Director of the Company.

In view of the resignation of Mr. Naresh Malhotra as Chairman, Mr. Namit Malhotra was appointed as the Chairman, CEO and Executive Director of the Company with eff ect from June 25, 2014 for a period of 3 years at a remuneration upto Rs. 50 lacs p.a. Mr. Ramakrishnan Sankaranarayanan was appointed as the Managing Director of the Company with eff ect from June 25, 2014 for a period of 3 years at a remuneration upto Rs. 50 lacs p.a. Both these appointments were approved by the shareholders in the Extra-ordinary General Meeting held on August 01, 2014.

Pursuant to Section 152 of the Companies Act, 2013 and under the applicable provisions of the Articles of Association of the Company, Mr. Naresh Malhotra, Whole-time Director, retires by rotation at the ensuing 17th Annual General Meeting and being eligible, off ers himself for re-appointment. The Board has proposed the re-appointment of Mr. Naresh Malhotra as Director of the Company, liable to retire by rotation at the ensuing 17th Annual General Meeting.

The Board of Directors of the Company (the ''Board''), at its meeting held on November 14, 2014 has, subject to the approval of shareholders, re-

appointed Mr. Naresh Malhotra as Whole-time Director, for a period of 5 (fi ve) years from the expiry of his present term, which shall expire on March 31, 2015, at the remuneration recommended by the Nomination and Remuneration Commit ee and approved by the Board.

Pursuant to Sections 149, 150 and 152 of the Act, read with Companies (Appointment and Qualifi cation of Directors) Rules, 2014 alongwith Schedule IV of the Act (including any statutory modifi cation(s) or re-enactment thereof for the time being in force), the Independent Directors can hold offi ce for a term of fi ve consecutive years on the Board of Directors of your Company. Accordingly, it is proposed to appoint the following Directors as Non-executive Independent Directors not liable to retire by rotation for fi ve (5) consecutive years with eff ect from the conclusion of the 17th Annual General Meeting upto the conclusion of the 22nd Annual General Meeting, subject to approval of shareholders at the ensuing 17th Annual General Meeting.

a) Mr. Kodi Raghavan Srinivasan

b) Mr. Padmanabha Gopal Aiyar

c) Mr. Rivkaran Chadha

The Company has received requisite notice under Section 160 of the Companies Act, 2013 in writing from a member proposing the appointment of the aforesaid Directors.

All the above mentioned Independent Directors have given the declaration of independence as per Section 149 (6) of the Act.

The Company shall be issuing the let er of appointment to the Independent Directors pursuant to their appointment in the ensuing 17th Annual General Meeting of the Company and the terms and conditions of appointment shall be disclosed on the website of the Company as required under Clause 49(II)(B)(4) of the Listing Agreement.

8. MERGER OF DOUBLE NEGATIVE HOLDINGS LIMITED (DOUBLE NEGATIVE) WITH PFW''s VFX BUSINESS:

Eff ective July 01, 2014, Prime Focus World N.V. (''PFWNV'') forming part of the group, closed the transaction relating to the merger of Double Negative, one of the largest Visual Eff ects services providers to the global fi lm industry pursuant to a share sale agreement dated June 25, 2014. This agreement has created the world''s largest independent VFX, stereo conversion and animation company serving the Hollywood fi lm industry and Double Negative has now become a wholly owned subsidiary of PFWNV.

9. EXECUTION OF BINDING TERM SHEET WITH RESPECT TO INVESTMENT BY OPEN OFFER OF COMPANY''S SHARES:

The Company in view of its growing business requirements as a global leader in the media and entertainment industry and the need to compete with its peer group in the domestic and international market,

has strengthened its position and networth by augmenting its long term resources. As a step towards this objective, Company proposes to combine its global fi lm and media services business with that of Reliance MediaWorks Limited ("RML") by acquiring its fi lm and media services business ("F&M business") to be transferred to and acquired by the Company by way of slump sale on a going concern basis, for a net consideration of Rs. 350 crores, which includes the fi xed assets, current assets and current liabilities of the business on such terms and conditions as are agreed between the Company and RML.

In light of the above, it is proposed to issue upto 67,307,692 equity shares at the price of Rs. 52/- per share on a preferential allotment basis in terms of the Guidelines for Preferential Issues contained in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("ICDR Regulations") as consideration for the proposed business transfer. The Company has entered into binding term sheet on July 02, 2014 with the Promoters of the Company and RML set ing out the rights and obligations of the parties involved vis-a-vis the preferential off er. Upon execution of the term sheet RML along with persons acting in concert have made an open off er to the shareholders of the Company.

Further, pursuant to the Company''s proposal to acquire the Film and Media business of Reliance MediaWorks Limited, it was necessary to obtain the necessary permission of the Hon''ble Competition Commission of India (CCI) and Company has appointed solicitors and advocates to represent and fi le the necessary application before the Hon''ble Competition Commission of India on behalf of the Company.

The aforesaid open off er is subject to the procurement of the approval of CCI and consent from Securities and Exchange Board of India and the Company shall take necessary steps to complete the preferential off er and the open off er process on the approvals being granted.

10. PREFERENTIAL OFFER:

Further to the above, the Board of Directors in its meeting held on July 02, 2014 approved issuance of upto 23,076,923 equity shares each on a preferential basis subject to requisite statutory approvals to Monsoon Studio Private Limited (Promoter Group Company) and also to Reliance MediaWorks Limited at the price of Rs. 52/- per share and the said issue was approved by the shareholders at the Extra- ordinary General Meeting held on August 01, 2014. The issuance shall be eff ected upon receipt of all necessary statutory approvals.

11. EMPLOYEE STOCK OPTION SCHEME (ESOP):

In the Board of Directors'' meeting held on July 02, 2014, approval was granted to introduce and implement Employee Stock Option Scheme titled ''PFL-ESOP Scheme 2014'' whereby stock options upto 6% of the paid up capital of the Company (post aforesaid preferential allotment) aggregating 17,932,738 stock options would be issued to eligible

employees of the Company, its subsidiaries and associates. The said scheme was approved by the shareholders in the Extra-ordinary General Meeting held on August 01, 2014.

12. CORPORATE GOVERNANCE REPORT:

The Company is commit ed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certifi cate from the Auditors of the Company confi rming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is at ached to the Report on corporate governance.

13. WHISTLE BLOWER MECHANISM:

The employees of the Company are eligible to make Protected Disclosures under the Whistle Blower Policy in relation to mat ers relating to alleged wrongful conduct.

All Protected Disclosures should be addressed to the Vigilance and Ethics Offi cer appointed for the purpose viz. Mrs. Nivedita Nanda, Sr Vice President HR & Administration and reported in writing by the whistle blowers as soon as possible af er the whistle blower becomes aware of the same so as to ensure a clear understanding of the issues raised.

In order to protect identity of the whistle blower, the Vigilance and Ethics Offi cer will take necessary steps and shall assure that in case any further clarifi cation is required he will get in touch with the Whistle Blower. Any Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance and Ethics Offi cer.

Any Protected Disclosure against the Vigilance and Ethics Offi cer should be addressed to the Chairman of the Company and the Protected Disclosure against the Chairman/ CEO of the Company should be addressed to the Chairman of the Audit Commit ee.

The Receiving authority shall also carry out initial investigation either himself or by involving any other Offi cer of the Company or an outside agency before referring the mat er to the Audit Commit ee of the Company for further appropriate investigation and needful action.

14. PUBLIC DEPOSITS:

During the year under review, the Company did not accept any Deposits within the meaning of the provisions of Section 58A of the erstwhile Companies Act, 1956.

15. PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 217(2A) of the erstwhile Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure forming part of the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Report and Accounts being sent to all the shareholders of the Company excluding the Statement of particulars of employees u/s 217(2A) of the said Act. Any Shareholder interested in obtaining copy of this statement may write to Company Secretary, at the Registered Offi ce of the Company.

16. DIRECTORS'' RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES ACT, 1956:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confi rm to their best knowledge and belief that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of aff airs of the Company as at June 30, 2014 and of the Profit and loss account of the Company for the year ended on that date;

iii. They have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis.

17. MANAGEMENT DISCUSSION AND ANALYSIS:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

18. AUDITORS AND AUDITORS'' REPORT:

M/s. Deloit e Haskins & Sells, Chartered Accountants (Registration no. 117364W), who are the Statutory Auditors of the Company, hold offi ce until the conclusion of the ensuing Annual General Meeting of

the Company. It is proposed to re-appoint them to examine and audit the accounts of the Company for fi ve years to hold offi ce from the conclusion of this 17th Annual General Meeting till the conclusion of the 22nd Annual General Meeting of the Company subject to ratification of their appointment at every Annual General Meeting subsequent to the appointment.

The Company has received let er from them to the eff ect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualifi ed for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy and Technology absorption:

In terms of section 217(1)(e) of the erstwhile Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988, the Directors furnish herein below the required additional information:

Conservation of Energy:

Although the Company is not engaged in manufacturing activities, the Company makes every eff ort to conserve energy as far as possible in its post production facilities, Studios, Offi ces, etc. The Company also takes significant measures to reduce energy consumption by using energy effi cient computers and by purchasing energy-effi cient equipment. The Company purchases PCs, laptops, air conditioners etc that meet environment standards, wherever possible and replace old equipment with more energy-effi cient equipment.

Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

The Company constantly evaluates new developments and invests into latest energy effi cient technology.

Impact of the measures and consequent impact on the cost of production of goods:

As energy costs comprise a very small part of our total expenses, the fi nancial impact of these measures is not material.

Total energy consumption:

As the Company does not form part of the list of industries specifi ed in the schedule, the same is not applicable to the Company.

Research and Development (R&D) and Technology Absorption:

Your company is predominantly a service provider and therefore has not set up a formal R&D unit, however continuous research and development is carried out at various development centers as an integral part of the activities of the Company. The Company adopts the latest trends in the technology development and introduces the same so as to ensure reduction in cost with best quality output.

ii. Foreign Exchange Earnings and Outgo:

Rs In lacs June 30, 2014 March 31, 2013 (15 months) (12 months)

Foreign Exchange Earned: 19,804 12,001 Revenue from operations and interest income

Foreign Exchange Outgo: 183 482 Technical service cost, repairs and maintenance, interest and others

20. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the encouragement and co-operation by its stakeholders, including fi nancial institutions, bankers and business associates, Government authorities, customers and vendors during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commit ed services by the executives and staff of the Company.

For and on behalf of the Board of Directors Sd/- Naresh Malhotra Whole-time Director & Chairman of the Meeting Place: Mumbai Date: November 14, 2014

---

Mar 31, 2013

Dear Members,

The directors are pleased to present the Annual Report of the Company along with the Audited Accounts for the year ended March 31, 2013:

1. Financial PerFormance:

The Consolidated and Standalone Audited Financial Results for the year ended March 31, 2013 are as follows:

(Rs.in lacs) Particulars consolidated Standalone 2012-13 2011-12 2012-13 2011-12

Income from operations 76,216.25 77,191.33 18,288.23 17,102.72

Other income 1,741.19 2,015.37 1,945.06 2,478.38

Total income 77,957.44 79,206.70 20,233.29 19,581.10

Less: expenditure 58,687.24 55,336.48 12,816.60 11,433.57

Proft before interest, depreciation and tax 19,270.20 23,870.22 7,416.69 8,147.53

Less: Interest 4,182.51 3,476.09 2,299.51 1,794.83

Proft afer interest, before depreciation and tax 15,087.69 20,394.13 5,117.18 6,352.70

Less: Depreciation 9,988.57 7,114.11 3,480.43 2,974.10

Proft before exceptional items and tax 5,099.12 13,280.02 1,636.75 3,378.60

Less: exceptional items 10,765.65 10,765.65

(loss )/proft before tax (5,666.53) 13,280.02 (9,128.90) 3,378.60

less: Provision for tax

Current tax (1,241.49) 2,557.79 512.38

excess provision of taxes in respect of previous years (243.75)

MAT credit entiltlement (18.08) (271.54)

Defered tax (2,722.22) 713.72 (2,960.86) 559.07

Proft afer tax (1,684.74) 10,280.05 (5,924.29) 2,307.15

Less: Minority interest 346.36 354.7

Proft afer tax (afer adjustment of minority interest) (2,031.10) 9,925.35 (5,924.29) 2,307.15

Add: balance brought forward from previous year 28,385.91 18,460.56 14,409.43 12,102.28

Less: Minority share 630.28

Proft available for appropriation 25,724.53 28,385.91 8,485.14 14,409.43

Less: Transfer to general reserve

Balance carried to balance sheet 25,724.53 28,385.91 8,485.14 14,409.43

2. oPeraTion and PerFormance review:

During the year under review, on consolidated basis, total income of the Company and its subsidiary stood to be Rs. 77,957.44 lacs as compared to Rs. 79,206.70 lacs in the previous year.

On standalone basis, total income during the year was Rs. 20,233.29 lacs as compared to Rs. 19,581.10 lacs in the previous year, registering a growth of 6.93%. Proft before interest, depreciation and tax during the year was Rs. 7,416.69 lacs as compared to Rs. 8,147.53 lacs in the previous year. The Net (loss)/proft afer tax was Rs. (5,924.29) lacs as compared to Rs. 2,307.15 lacs in the previous year, the decline in proft was primarily due to foreign exchange fuctuation on account of repayment of Foreign Currency Convertible Bonds (FCCB) during the fnancial year.

3. dividend:

In order to preserve funds f or future activities, the Board of Directors of your Company do not recommend any Dividend for the year ended March 31, 2013.

4. aPProPriaTionS:

No appropriations are proposed to be made for the year under consideration.

5. Share caPiTal:

During the fnancial year, the Authorized Share Capital of the Company was increased from Rs. 20,00,00,000 (Rupees Twenty Crores) comprising of 20,00,00,000 (Twenty Cores) equity Shares of Rs. 1 each to Rs. 25,00,00,000 (Rupees Twenty Five Crores) comprising of 25,00,00,000 (Twenty Five Cores) equity Shares of Rs. 1 each, with the approval of the shareholders in the Annual General Meeting held on September 29, 2012.

On April 13, 2012, the Company had alloted 1,00,00,000 equity shares of Rs. 1 each against conversion of warrants held by Mr. Namit Malhotra, Promoter of the Company at a premium of Rs. 54.478 per share (each warrant convertible into one equity share of face value of Rs. 1 each). Consequent to the aforesaid allotment, the paid up capital of the Company increased from 138,867,446 equity shares of Rs. 1 each to 148,867,446 equity shares of Rs. 1 each.

On November 5, 2012, the Company had also alloted 3,65,49,990 equity shares of Rs. 1 each to Standard Chartered Private equity (Mauritius) III Limited, on preferential basis at a premium of Rs. 50.75 per share. Consequent to the aforesaid allotment, the paid up capital of the Company has increased from 148,867,446 equity shares of Rs. 1 each to 185,417,436 equity shares of Rs.1 each.

6. non converTiBle deBenTUreS

On November 5, 2012, the Company had issued the following Zero Coupon Unsecured Redeemable Non Convertible Debentures to Standard Chartered Private equity (Mauritius) Limited:

- Series A-1010 Zero Coupon Unsecured Redeemable Non Convertible Debentures of face value of Rs. 10,00,000 each aggregating to Rs. 101 Crores repayable at the end of fve years from the date of allotment

- Series B-891 Zero Coupon Unsecured Redeemable Non Convertible Debentures of face value of Rs. 10,00,000 each aggregating to Rs. 89.1 Crores repayable at the end of six years from the date of allotment

The said NCD''s issued under Series A and Series B are listed on Wholesale Debt Market Segment of the Bombay Stock exchange Limited (BSe).

7. SUBSidiarieS:

In terms of the general exemption granted by the Central Government vide their General Circular No. 2/2011 dated February 8, 2011 under Section 212(8) of the Companies Act, 1956, the Balance Sheet, Proft and Loss Account and other documents of the subsidiary companies are not being atached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Ofce of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the fnancial results of its subsidiary companies.

A statement pursuant to Section 212 of the Companies Act, 1956, is set out as an annexure to this Report.

In compliance with Clause 32 of the Listing Agreement, audited consolidated fnancial statements of the Company and its subsidiaries also form part of this Annual Report.

The Consolidated Financial Statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Act.

8. direcTorS:

In accordance with the requirements of the Companies Act, 1956, Mr. Naresh Malhotra, Chairman & Whole Time Director and Mr. G.P Aiyar, Independent and Non executive Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible ofer themselves for re-appointment.

Mr. Nainesh Jaisingh, was appointed as an Additional Director w.e.f November 5, 2012 on the board of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956 and he was subsequently appointed as Director with the approval of members of the Company in the extra Ordinary General Meeting held on December 20, 2012 pursuant to section 257 and other applicable provisions, if any of the Companies Act 1956. Mr. Vibhav Parikh was appointed as an Alternate Director to Mr. Nainesh Jaisingh w.e.f November 5, 2012.

Mr. Ramakrishnan Sankaranarayanan, Managing Director resigned from the Board of Directors of the Company with efect from November 5, 2012. Mr. Rakesh Jhunjhunwala, Non executive Director of the Company also resigned w.e.f July 26, 2013. The Board wishes to place on record its appreciation for the valuable contributions made by Mr. Ramakrishnan Sankaranarayanan and Mr. Rakesh Jhunjhunwala in development and growth of the Company and also for their valuable advices and guidance received during their tenure as Directors of the Company.

As stipulated in terms of Clause 49 of the listing agreement with the stock exchange, the brief resumes of Mr. Naresh Malhotra, Chairman & Whole Time Director and Mr. G.P Aiyar, Independent and Non executive Director are provided in the Notice convening 16th Annual General Meeting of the Company.

9. corPoraTe Governance rePorT:

Your Company has complied with all the mandatory provisions of the revised Clause 49 of the Listing Agreement. As part of the Company''s eforts towards beter corporate practice and transparency, a separate report on Corporate Governance compliances along with certifcate from practicing Company Secretary is annexed as a part of the Annual Report.

10. ForeiGn cUrrency converTiBle BondS (FccBs):

The Company had issued Foreign Currency Convertible Bonds (FCCBs) aggregating $ 55 million in the year 2007 which were listed on Singapore Stock exchange (SGX). Further the Company had redeemed the entire outstanding FCCBs of $ 79 million including redemption premium of $ 24 Million on scheduled legal maturity date on December 13, 2012 through Bank of New York, Trustee of Bond Holders.

Upon redemption of the FCCBs, the Company delisted the Bonds from the Singapore Stock exchange (SGX) on December 18, 2012.

11. PUBlic dePoSiTS:

During the year under review, the Company did not accept any Deposits within the meaning of the provisions of Section 58A of the Companies Act, 1956.

12. ParTicUlarS oF emPloyeeS:

In terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure forming part of the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the said

Act, the Report and Accounts being sent to all the shareholders of the Company excluding the Statement of particulars of employees u/s. 217(2A) of the said Act. Any Shareholder interested in obtaining copy of this statement may write to Company Secretary, at the Registered Ofce of the Company.

13. direcTorS'' reSPonSiBiliTy STaTemenT U/S 217 (2aa) oF The comPanieS acT, 1956:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confrm to their best knowledge and belief that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company as at March 31, 2013 and of the proft and loss account of the Company for the year ended on that date;

iii) They have taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the annual accounts on a going concern basis.

14. manaGemenT diScUSSion and analySiS:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock exchanges in India, is presented in a separate section forming part of the Annual Report.

15. aUdiTorS and aUdiTorS'' rePorT:

M/s MZSK & Associates, Chartered Accountants, Statutory Auditors of the Company will hold ofce until the ensuing Annual General Meeting and are eligible for re-appointment. M/s MZSK & Associates, Chartered Accountants, has indicated that they do not wish to seek re-appointment. The Board has recommended M/s Deloite Haskins & Sells, Chartered Accountants to be appointed as Statutory Auditors of the Company. The Members are requested to consider their appointment as Statutory Auditors and authorize the Board of Directors to fx their remuneration.

M/s Deloite Haskins & Sells, Chartered Accountants have furnished a certifcate of eligibility to the efect that their proposed appointment, if made will be in accordance with the limit prescribed under Section 224 (1B)of the Companies, Act, 1956 and they are not disqualifed for such appointment, within the meaning of sub- sections (3) and (4) of Section 226 of the Companies Act, 1956.

With respect to Auditors observations in their report dated May 30, 2013, under item No. ix(a) about minor delays in depositing income tax deductions at source (TDS) were due to delay in receipt of expected cash infows in time. However, the delay was not for the period exceeding three months.

16. conServaTion oF enerGy, TechnoloGy aBSorPTion and ForeiGn exchanGe earninGS and oUTGo:

i. conservation of energy and Technology absorption:

In terms of section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Directors furnish herein below the required additional information:

conservation of energy:

Although the Company is not engaged in manufacturing activities, the Company makes every efort to conserve energy as far as possible in its post production facilities, Studios, Ofces, etc. The company also makes signifcant measures to reduce energy consumption by using energy efcient computers and by purchasing energy-efcient equipment. We purchase PCs, laptops, air conditioners etc that meet environment standards, wherever possible and replace old equipment with more energy-efcient equipment.

Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

We constantly evaluate new developments and invest into latest energy efcient technology.

Impact of the measures and consequent impact on the cost of production of goods:

As energy costs comprise a very small part of our total expenses, the fnancial impact of these measures is not material.

Total energy consumption:

As the company does not form part of the list of industries specifed in the schedule, the same is not applicable to the Company. research and development (r & d) and Technology absorption:

Your company is predominantly a service provider and therefore has not set up a formal R & D unit, however continuous research and development is carried out at various development centers as an integral part of the activities of the Company. The Company adopts the latest trends in the technology development and introduces the same so as to ensure reduction in cost with best quality output.

17. acknowledGemenTS:

Your Directors would like to express their sincere appreciation for the encouragement and co-operation by its stakeholders, including fnancial institutions, bankers and business associates, Government authorities, customers and vendors during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commited services by the executives and staf of the Company.

For and on behalf of the Board of directors

Sd/-

naresh malhotra

Chairman and Whole-time Director

Mumbai

August 14, 2013

---

Mar 31, 2012

Dear Members,

The directors are pleased to present the Annual Report of the Company along with the Audited Accounts for the year ended March 31,2012:

1. FINANCIAL PERFORMANCE:

The Consolidated and Standalone Audited Financial Results for the year ended March 31, 2012 are as follows:

(Rs.in Lacs)

Particulars Consolidated Standalone 2011-12 2010-11 2011-12 2010-11

Income from Operations 77,191.33 50,295.83 17,102.72 13,550.58

Other Income 2,015.37 1,497.74 2,478.38 481.63

Total Income 79,206.70 51,793.57 19,581.10 14,032.21

Less: Expenditure 55,336.48 34,287.92 11,433.57 8,047.81

Profit Before Interest, Depreciation and Tax 23,870.22 17,505.65 8,147.53 5,984.40

Less: Interest 3,476.09 2,630.47 1,794.83 1,386.15

Profit After Interest, Before Depreciation and Tax 20,394.13 14,875.18 6,352.70 4,598.25

Less: Depreciation 7,114.11 5,455.74 2,974.10 2,395.10

Profit Before Tax (PBT) 13,280.02 9,419.44 3,378.60 2,203.15

Less: Provision For Tax

Current Tax 2,286.25 - 512.38 -

Deferred Tax 713.72 600.63 559.07 227.8

Profit After Tax 10,280.05 8,818.81 2,307.15 1,975.35

Less: Minority Interest 354.7 1,210.17 - -

Profit After Tax (after adjustment of minority interest) 9,925.35 7,608.64 2,307.15 1,975.35

Add: Balance Brought Forward from previous year 18,460.56 10,851.92 12,102.27 10,126.92

Profit available for appropriation 28,385.91 18,460.56 14,409.42 12,102.27

Less: Transfer To General Reserve - - - -

Balance Carried To Balance Sheet 28,385.91 18,460.56 14,409.42 12,102.27

2. OPERATION AND PERFORMANCE REVIEW:

Duringthe year under review, your Company has posted excellent financial performance as compared to the previous year. On consolidated basis, total income of the Company and its subsidiary stood to beRs. 79,206.70 Lacs as compared toRs. 51,793.57 Lacs in the previous year, registering a growth of 52.93%.

On standalone basis, total income duringthe year wasRs. 19,581.10 Lacs as compared toRs. 14,032.21 Lacs in the previous year, registering a growth of 39.54%. Profit Before Interest, Depreciation and Tax during the year was Rs. 8,147.53 Lacs which is higher by 36.15% over previous year. The Net Profit after Tax was Rs. 2,307.15 Lacs as compared to Rs. 1,975.35 Lacs in the previous year, registering a growth of 16.80%.

3. DIVIDEND:

In order to preserve funds for future activities, the Board of Directors of your Company do not recommend any Dividend for the year ended March 31, 2012.

4. APPROPRIATIONS:

No appropriations are proposed to be made for the year under consideration.

5. SHARE CAPITAL:

On April 13,2012the Board approvedthe allotment of 1,00,00,000 equity shares against conversion of warrants held by Mr. Namit Malhotra, Promoter of the Company at a premium of Rs. 54.478 per share (each warrant convertible into one equity share of face value of Rs.1 each).

Consequent to the aforesaid allotment, the paid up capital of the Company has increased from 138,867,446 equity shares of Rs. 1 each to 148,867,446 equity shares of bleach.

6. SUBSIDIARIES:

In terms of the general exemption granted by the Central Government vide their General Circular No. 2/2011 dated February 8,2011 under Section 212(8) of the Companies Act, 1956, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

A statement pursuant to Section 212 of the Companies Act, 1956, is set out as an annexure to this Report.

In compliance with Clause 32 of the Listing Agreement, audited consolidated financial statements of the Company and its subsidiaries also form part of this Annual Report.

The Consolidated Financial Statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211 (3C) of the Act.

7. DIRECTORS:

In accordance with the requirements of the Companies Act, 1956, Mr. Rakesh Jhunjhunwala, Non Executive Director and Mr. Rivkaran Chadha, Independent and Non Executive Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment..

Mr. Ramakrishnan Sankaranarayanan was appointed as Additional Director by the Board of Directors of the Company w.e.f.11thOctober,2011. Pursuant to the provisions of Section 260 of the Companies Act,1956, he holds office as Director up to the date of ensuing Annual General Meeting. Subject to the approval of shareholders, your Board recommends his appointment as a Director and requests shareholders approval on terms of his appointment as Managing Director of the Company.

As stipulated in terms of Clause 49 of the listing agreement with the stock exchanges, the brief resumes of Mr. Rakesh Jhunjhunwala, Non Executive Director, Mr. Rivkaran Chadha, Independent and Non Executive Director and Mr. Ramakrishnan Sankaranarayanan, Managing Director are provided in the Notice convening15th Annual General Meeting of the Company.

Mr. ChandirGidwani resigned from the Board of Directors of the Company with effect from August 12, 2011. Mr. Namit Malhotra, Managing Director also resigned with effect from October 11, 2011. The Board wishes to place on record its appreciation for the valuable contributions made by Mr. Chandir Gidwani and Mr. Namit Malhotra in development and growth of the Company and also for their valuable advices and guidance received during their tenure as Directors of the Company.

8. CORPORATE GOVERNANCE REPORT:

Your Company has complied with all the mandatory provisions of the revised Clause 49 of the Listing Agreement. As part of the Company's efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances along with certificate from practicing Company Secretary is annexed as a part of the Annual Report.

9. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs):

The Company had issued FCCB of $ 55 Million on December 12, 2007 and during the year under review, no bonds have been converted into equity shares of the Company.

10. PUBLIC DEPOSITS:

During the year under review, the Company did not accept any Deposits within the meaning of the provisions of Section 58A of the Companies Act, 1956.

11. PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure forming part of the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Report and Accounts being sent to all the shareholders of the Company excluding the Statement of particulars of employees u/s. 217(2A) of the said Act. Any Shareholder interested in obtaining copy of this statement may write to Company Secretary, at the Registered Office of the Company.

12. DIRECTORS' RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES ACT, 1956:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm to their best knowledge and belief that:

- In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;

- They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit and loss account of the Company for the year ended on that date;

- They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- They have prepared the annual accounts on a going concern basis.

13. MANAGEMENT DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

14. AUDITORS AND AUDITORS'REPORT:

M/s MZS & Associates, Chartered Accountants, Statutory Auditors of the Company will hold office until the ensuing Annual General Meeting and are eligible for re-appointment. M/s MZS & Associates, Chartered Accountants, has indicated that they do not wish to seek re-appointment. The Board has recommended M/s MZSK& Associates, Chartered Accountants to be appointed as Statutory Auditors of the Company. The Members are requested to consider their appointment as Statutory Auditors and authorize the Board of Directors to fix their remuneration.

M/s MZSK & Associates, Chartered Accountants have furnished a certificate of eligibility to the effect that their proposed appointment, if made will be in accordance with the limit prescribed under Section 224 (1B)of the Companies, Act, 1956 and they are not disqualified for such appointment, within the meaning of sub-sections (3) and (4) of Section 226 of the Companies Act, 1956.

As regards the emphasis and qualifications made by the Auditors as stated in paragraph number 4 of their report on the accounts of Prime Focus Limited and paragraph 5 of their report on the Consolidated Financial Statements of the Company, attention is invited to note no. 5 (a) of Significant Accounting Policies and notes forming part of the Accounts of the Company and Note no. 5 (a) of the Consolidated Financial Statements of the Company, wherein the detail explanation has been provided, which in the opinion of the Board of Directors are self explanatory.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy and Technology Absorption:

In terms of section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Directors furnish herein below the required additional information:

Conservation of Energy:

Although the Company is not engaged in manufacturing activities, the Company makes every effort to conserve energy as far as possible in its post production facilities, Studios, Offices, etc. The company also makes significant measures to reduce energy consumption by using energy efficient computers and by purchasing energy-efficient equipment. We purchase PCs, laptops, air conditioners etc that meet environment standards, wherever possible and replace old equipment with more energy-efficient equipment.

Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

We constantly evaluate new developments and invest into latest energy efficient technology.

Impact of the measures and consequent impact on the cost of production of goods:

As energy costs comprise a very small part of our total expenses, the financial impact of these measures is not material.

Total energy consumption:

As the company does not form part of the list of industries specified in the schedule, the same is not applicable to the Company.

Research and Development (R & D) and Technology Absorption:

Your company is predominantly a service provider and therefore has not set up a formal R&D unit, however continuous research and development is carried out at various development centers as an integral part of the activities of the Company. The Company adopts the latest trends in the technology development and introduces the same so as to ensure reduction in cost with best quality output.

16. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the encouragement and co-operation by its stakeholders, including financial institutions, bankers and business associates, Government authorities, customers and vendors during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives and staff of the Company.

For and on behalf of the Board of Directors

Sd/-

Naresh Malhotra

Mumbai Chairman and Whole-time Director

May 30,2012

---

Mar 31, 2011

Dear Members,

The directors are pleased to present the Annual Report of the Company along with the audited Accounts for the year J ended March 31, 2011:

1. Financial Performance:

The Standalone and Consolidated Audited Financial Results for the year ended March 31, 2011 are as follows:

(Rs. in lacs)

Consolidated Standalone

Particulars 2010-11 2009-10 2010-11 2009-10

income from operations 50,295.83 45,278.38 13,550.58 9,527.26

other income 1,497.74 878.85 481.63 504.28

Total Income 51,793.57 46,157.23 14,032.21 10,031.54

less : expenditure 34,287.92 34,687.89 8,047.81 4,949.02

Profit Before Interest, Depreciation and Tax 17,505.65 11,469.35 5,984.40 5,082.52

less : interest 2,630.47 2,183.40 1,386.15 1,235.60

Profit After Interest, Before Depreciation and Tax 14,875.18 9,285.95 4,598.25 3,846.92

less : Depreciation 5,455.74 4,258.70 2,395.10 1,934.97

Profit Before Tax (PBT) 9,419.44 5,027.25 2,203.15 1,911.95

less: Provision For Tax

Current Tax - 852.30 - 613.25

Deferred Tax 600.63 235.64 227.80 26.04

Profit After Tax 8,818.81 3,939.31 1,975.35 1,272.66

less: Minority interest 1,210.18 596.93 - -

Profit After Tax (after adjustment of minority interest) 7,608.63 3,342.38 1,975.35 1,272.66

Add: Balance Brought Forward from previous year 10,851.92 7,509.54 10,126.92 8,854.26

Profit available for appropriation 18,460.55 10,851.92 12,102.27 10,126.92

less: Transfer To General Reserve - - - -

Balance Carried To Balance Sheet 18,460.55 10,851.92 12,102.271 10,126.92

2. Operations Review:

Total income of your company for the year under review increased to Rs. 14,032.21 lacs from Rs. 10,031.54 lacs in the previous year and witnessed 39.88% growth. Profit before Tax, Depreciation & interest (PBDiT) amounted to Rs. 5,984.40 lacs which is higher by 17.74 % in comparison to previous year. net Profit after Tax is at Rs. 1,975.35 lacs as against Rs. 1,272.66 lacs in previous year.

on consolidated basis, total income of your company and its subsidiary stands at Rs. 51,793.57 lacs. Total income has increased by 12.21% over previous financial year. Profit before Tax, Depreciation & interest (PBDiT) was Rs. 17,505.65 lacs which is higher by 52.63% in comparison to previous year amount of Rs. 11,469.35 lacs. Profit After Tax (PAT) increased by 123.87% during the year under review and stands at Rs. 8818.81 lacs.

3. Dividend:

in order to preserve funds for future activities, the Board of Directors of your Company do not recommend any Dividend for the year ended March 31, 2011.

4. Appropriations:

no appropriations are proposed to be made for the year under consideration.

5. CAPITAL:

During the year under review, the authorised share capital of the Company was increased from Rs. 15 Crores to Rs. 20 Crores to enable the Company to meet the additional capital requirements.

During the year under review, your Company has allotted 10,641,566 equity Shares of face value of Re. 1/- each to Qualified institutional Buyers under QiP as per Chapter viii of the SeBi Regulations at a price of Rs. 68.58 per equity Share (including a premium ofRs. 67.58 per equity Share), aggregating to Rs. 729,798,596 on november 10, 2010. The amount was raised with object to augment long term working capital requirements of the Company in view of the expected growth in the Company's business, prepay / repay debt, expand and to upgrade existing facilities, strengthen the financial position of our Company, fund other strategic initiatives and/or for other general corporate purposes.

Your Company has allotted 1,000,000 warrants convertible into equity Shares on october 15, 2010 to Mr. namit Malhotra, a member of the Promoters and Promoter Group carrying an option/ entitlement to subscribe to equivalent number of equity Shares on a future date not exceeding 18 months from the date of allotment of such warrants. each warrant shall be convertible into one equity share of nominal value of Rs. 10/- each at a price not less than the minimum price determined in accordance with the provision of Chapter vii of SeBi (iCDR) Regulations.

To augment and improve liquidity of Companys's equity share and enhance shareholder's value, Company's equity share ofRs. 10/- each fully paid up was subdivided into 10 equity shares of Rs. 1 fully paid up. The record date fixed for the purpose of sub division of equity shares of the company was november 1, 2010.

The Company had issued FCCB of USD 55 mn on December 12, 2007 and during the year under review, no bonds have been converted into equity shares of the Company.

6. SUBSIDIARIES:

we have six direct subsidiary companies including two foreign subsidiary companies.

in accordance with the general circular no. 2/2011 dated February 08, 2011 issued by the Ministry of Corporate Affairs, the annual accounts of these subsidiary companies are not being attached with the balance sheet of the Company. The Company will make available the annual accounts of the subsidiary companies and related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The consolidated financial statements presented by the Company include the financial results of its subsidiary companies.

7. DIRECTORS:

in accordance with the requirements of the Companies Act, 1956, Mr.Kodi Raghvan Srinivasan and Mr. Padmanabha Gopal Aiyar, independent and non executive Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. As stipulated in terms of Clause 49 of the listing agreement with the stock exchanges, the brief resume of Mr.Kodi Raghvan Srinivasan and Mr. Padmanabha Gopal Aiyar, will be provided in the notice convening 14th Annual General Meeting of the Company.

Mr.Hari Padmanabhan resigned from the Board of Directors the Company with effect from February 14, 2011. The Board wishes to place on record its appreciation for his valuable contribution during his tenure as member of the Board.

8. CORPORATE GOVERNANCE REPORT AND GENERAL SHAREHOLDER INFORMATION:

As required by Clause 49 (vi) of the listing agreement entered into by the Company with the stock exchanges, a detailed report on Corporate Governance is provided as Annexure which forms part of the Directors' Report. The General Shareholders information has been provided as Annexure which also forms part of the Directors' Report. The Company is in compliance with the requirement and disclosures that have to be made in this regard. The Practicing Company Secretary's' Certificate on compliance with corporate governance requirements by the Company is attached to the Corporate Governance Report and forms part of the Directors Report.

9. PUBLIC DEPOSITS:

During the year under review, the Company did not accept any Deposits within the meaning of the provisions of Section 58A of the Companies Act, 1956.

10. PARTICULARS OF EMPLOYEES:

in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

11. DIRECTORS' RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES ACT, 1956:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm to their best knowledge and belief that:

- In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;

- They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit and loss account of the Company for the year ended on that date;

- They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- They have prepared the annual accounts on a going concern basis.

12. AWARDS AND ACHIEVEMENTS:

During the year, the Company has received several awards. Some prominent awards received are as follows:

- CGTantra Community Awards 2011 for Best vFX in Commercial for Zen estilo ad.

- Apsara Awards 2011 for Best visual effects for 'Guzaarish'

- eMe Awards 2011 for Best Film Content 'Guzaarish'

- eMe Awards 2011 for the Best Tv Content for indigo Airlines 'on-Time' advert.

- Award of excellence at ASiFA iAD 2010 for 'Raavan'

13. AUDITORS AND AUDITORS' REPORT:

M/s. S.R. Batliboi & Associates, Chartered Accountants resigned as Statutory Auditors of the Company and M/s. MZS & Associates, Chartered Accountants were appointed in their place at the extra ordinary General Meeting held on April 30, 2011 as Statutory Auditors of the Company.

M/s. MZS & Associates, Chartered Accountants, the Statutory Auditors hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The members are requested to consider their re-appointment and to fix their remuneration. The retiring auditors have, under Section 224 (1B) of the Companies Act, 1956, furnished confirmation of their eligibility for the re-appointment.

As regards the emphasis and qualifications made by the Auditors as stated in paragraph number 4 and 5 of their report on the accounts of Prime Focus limited and paragraph 5 of their report on the Consolidated Financial Statements of the Company respectively, attention is invited to note no. 19 (c), (d) and (e) of Schedule 16 on Significant Accounting Policies and notes forming part of the Accounts of the Company and note no. 16 (c), (d) and (e) of Schedule 18 of the Consolidated Financial Statements of the Company, wherein the detail explanation has been provided which in the opinion of the Board of Directors are self explanatory.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy and Technology Absorption:

Although the Company is not engaged in manufacturing activities, the Company makes every effort to conserve energy as far as possible in its post production facilities, Studios, offices, etc. The company also makes significant measures to reduce energy consumption by using/purchasing energy efficient equipments. we purchase PCs, laptops, air conditioners etc that meet environment standards, wherever possible and replace old equipment with more energy-efficient equipment. our energy costs constitutes a very small part of our total expenses, the financial impact of these _ measures is not material but we constantly evaluate new developments and invest into latest energy efficient technology.

Your company is predominantly a service provider and research & development is carried out as an integral part of the activities of the Company. The Company adopts the latest trends in the technology development and introduces the same so as to ensure reduction in cost with best quality output.

ii. Foreign Exchange Earnings and Outgo:

Activities relating to export, initiatives to increase exports, Developments of new export markets for Products and Services and Export Plan

The Company has continued to maintain focus and avail of export opportunities based on economic considerations. During the year, the Company has exports worth Rs. 6262.94 lacs.

(Rs. in lacs)

Particulars 2010-2011 2009-2010

Foreign exchange earned:

Technical Service receipts 2793.84 484.81

Foreign exchange outgo:

Payment on other accounts 197.64 324.00

15. Acknowledgements:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives and staff of the Company.

For and on behalf of the Board of Directors

Sd/-

Naresh Malhotra

Chairman and Whole-time Director

Place: Mumbai

Date: June 20, 2011

---

Mar 31, 2010

The directors are pleased to present the Annual Report of the Company along with the audited Accounts for the year ended March 31, 2010:

1. Financial Performance:

The Standalone and Consolidated Audited Financial Results for the year ended March 31, 2010 are as follows:

(Rs.in lacs)

Consolidated

Particulars 2009-10 2008-09

Income from Operations 45,278.38 35,437.20

Other Income 878.85 1,267.82

Total Income 46,157.23 36,705.02

Less: Expenditure 34,687.88 29,352.78

Proft Before Interest, Depreciation and Tax 11,469.35 7,352.24

Less: Interest 2,183.40 2,100.22

Proft After Interest, Before Depreciation and Tax 9,285.95 5,252.02

Less: Depreciation 4,258.70 3,790.95

Proft Before Tax (PBT) 5,027.25 1,461.07

Less: Provision For Tax

Current Tax 852.30 1.09

Deferred Tax 235.64 (133.51)

Fringe Beneft Tax - 17.14

Proft After Tax 3,939.31 1,576.35

Less: Minority Interest 596.93 117.97

Proft After Tax (after adjustment of minority interest) 3,342.38 1,458.38

Add: Balance Brought Forward from previous year 7,509.54 7,796.33

Less: Adjustment pursuant to court permission received - 1,745.17 by subsidiary

Proft available for appropriation 10,851.92 7,509.54

Balance Carried To Balance Sheet 10,851.92 7,509.54

Standalone



Particulars 2009-10 2008-09

Income from Operations 9,527.26 9,109.53

Other Income 504.28 1,174.85

Total Income 10,031.54 10,284.38

Less: Expenditure 4,949.02 5,150.84

Proft Before Interest, Depreciation and Tax5, 082.52 5,133.54

Less: Interest1, 235.60 1,409.29

Proft After Interest, Before Depreciation and Tax3, 846.92 3,724.25

Less: Depreciation 1,934.97 1,820.01

Proft Before Tax (PBT) 1,911.95 1,904.24

Less: Provision For Tax

Current Tax 613.25 -

Deferred Tax 26.04 552.92

Fringe Beneft Tax - 16.67

Proft After Tax 1,272.66 1,334.65

Less: Minority Interest - -

Proft After Tax (after adjustment of minority interest) 1,272.66 1,334.65

Add: Balance Brought Forward from previous year 8,854.26 7,519.61

Less: Adjustment pursuant to court permission received by subsidiary - -

Proft available for appropriation 10,126.92 8,854.26 Balance Carried To Balance Sheet 10,126.92 8,854.26



2. Operations Review:

On a standalone basis, Income from Operations increased by Rs. 417.73 Lacs in comparison to previous year. Operational effciency and reduced interest cost resulted in Proft before Tax and Depreciation of Rs. 3,846.92 Lacs which is higher by Rs.122.67 Lacs in comparison to previous year.

On a consolidated basis, the total income increased by Rs. 9,452.21 Lacs in 2009-10 an increase of 25.75% over previous year. Proft before Tax increased by 244.08% compared to previous year and Company posted Proft before tax of Rs. 5,027.25 Lacs during the fnancial year under review.



3. Dividend:

In order to preserve funds for future activities, the Board of Directors of your Company do not recommend any Dividend for the year ended March 31, 2010.

4. Appropriations:

No appropriations are proposed to be made for the year under consideration.

5. Consolidated Financial Statements:

Ministry of Corporate Affairs, Government of India has granted approval under Section 212 (8) of the Companies Act, 1956 that the requirements to attach various documents in respect of subsidiary companies, as set out in Sub-section (1) of Section 212 of the Companies Act, 1956, shall not apply to the Company. Accordingly, the balance sheet, proft and loss account and other documents of the subsidiary companies are not being attached with the balance sheet of the Company. However fnancial information of the subsidiary companies, as required by the said approval, is disclosed in the Annual Report. The annual accounts of the companies and the detailed information will be made available to any member of the Company / its subsidiaries, who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept for inspection by any member at the Company’s Registered Offce and that of the respective subsidiary companies.

The Annual Report of the Company contains the consolidated audited fnancial statements prepared pursuant to Clause 41 of the listing agreement entered into with the stock exchanges and prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India.

6. Directors:

Mr. Rakesh Jhunjhunwala, Non Executive Director and Mr. Rivkaran Chadha, Independent and Non Executive Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. As stipulated in terms of Clause 49 of the listing agreement with the stock exchanges, the brief resume of Mr. Rakesh Jhunjhunwala and Mr. Rivkaran Chadha, is provided in the Notice convening 13th Annual General Meeting of the Company.

7. Corporate Governance Report and General Shareholder Information:

As required by Clause 49 (VI) of the listing agreement entered into by the Company with the stock exchanges, a detailed report on Corporate Governance is provided as Annexure which forms part of the Directors’ Report. The General Shareholders Information has been provided as Annexure which also forms part of the Directors’ Report. The Company is in compliance with the requirement and disclosures that have to be made in this regard. The Practicing Company Secretary’s’ Certifcate on compliance with corporate governance requirements by the Company is attached to the Corporate Governance Report and forms part of the Directors Report.

8. Foreign Currency Convertible Bonds (FCCBs):

The Company had issued Zero Coupon FCCB of $ 55 mn on December 12, 2007 and during the year under review, no bonds have been converted into equity shares of the Company.

9. Public Deposits:

During the year under review, the Company did not accept any Deposits within the meaning of the provisions of Section 58-A of the Companies Act, 1956.

10. Particulars of employees:

In terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure forming part of the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Report and Accounts being sent to all the shareholders of the Company excluding the Statement of particulars of employees u/s. 217(2A) of the said Act. Any Shareholder interested in obtaining copy of this statement may write to Company Secretary, at the Registered Offce of the Company.

11. Directors Responsibility statement u/s 217 (2AA) of the Companies Act, 1956:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confrm to their best knowledge and belief that:

In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;

They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the proft and loss account of the Company for the year ended on that date;

They have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

They have prepared the annual accounts on a going concern basis.

12. Awards and Achievements:

During the year, the Company has received the following awards:

1. FICCI BAF Awards 2010 "Special Jury Award for Chandni Chowk to China

2. FICCI BAF Awards 2010 VFX Shot of the Year for Tum Mile

3. Apsara Awards for Blue

4. INDYS Award for Best Visual Effects (Global)

During the year, the Company was also a part of some of the most prestigious industry events and supported Camera Assessment Series in India and India’s biggest VFX and Animation Expo – CGT Expo 2010.

Prime Focus Limited was Key Sponsors at Goafest 2010 and also sponsored Creative ABBYs with Prime Focus Film Craft Awards.

13. Auditors and Auditors Report:

M/s. S.R Batliboi & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. They have confrmed their eligibility and willingness to accept the offce, if re-appointed.

As regards the emphasis and qualifcations made by the Auditors as stated in paragraph number 4 of their report on the accounts of Prime Focus Limited and paragraph 5 of their report on the Consolidated Financial Statements of the Company respectively, attention is invited to Note No. 15 of Schedule 16 on Signifcant Accounting Policies and notes forming part of the Accounts of the Company and Note No. 15 of Schedule 18 of the Consolidated Financial Statements of the Company, wherein the detail explanation has been provided which in the opinion of the Board of Directors are self explanatory.

14. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

i. Conservation of Energy and Technology Absorption:

Since the Company does not have any manufacturing activities, the other particulars as required by Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company.

ii. Foreign Exchange Earnings and Outgo:

(Rs. in lacs)

Particulars 2009-2010 2008-09

Foreign Exchange Earned:

Technical Service receipts 484.81 518.55

Foreign Exchange Outgo:

Payment on other accounts 324.00 158.86

15. Acknowledgements:

The Directors wish to place on record their appreciation for the co-operation and support received from the Government and semi - government agencies.

The Directors are thankful to all the bankers and fnancial institutions for their support to the Company. The Board places on record its appreciation for continued support provided by the esteemed customers, suppliers, consultants and shareholders.

The Directors also acknowledge the hard work, dedication and commitment of the employees. The enthusiasm and unstinting efforts of the employees have enabled the Company to continue to be a leading player in the industry.





For and on behalf of the Board of Directors Place: Mumbai Naresh Malhotra Date: August 27, 2010 Chairman and Whole-time Director