To

The Members of

Prime Focus Limited ("the Company")

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.

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

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

Total income from operations of the Company during the financial year was Rs.39.76 crores as compared to Rs.33.45 crores in the previous year. The Net Profit after tax was Rs.185.89 crores as compared to loss of Rs.(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.

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.

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

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

As on March 31, 2025, the Authorised Share Capital of your Company is Rs.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.

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 Rs.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 Rs.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.

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/

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.

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.

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

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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:

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.

a) Mr. Bharat Shashikumar Dighe (DIN: 00203056) and Ms. Pooja Sood (DIN: 10590404) were appointed as an Additional NonExecutive 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.

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 NonExecutive 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.

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

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.

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.

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/

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

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.

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

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

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

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.

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.

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.

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

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.

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.

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.

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.

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.

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. 2023031614 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.

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

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.

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.

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.

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.

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.

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 Rs.10/- each) in Prime Focus Technologies Limited ("PFT"), subsidiary of the Company to DNEG S.AR.L., Luxembourg ("DNEG"), a step-down subsidiary of the Company, for a consideration of Rs. 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.

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 Rs.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.

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 Rs.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.

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 Rs.4,000 Crore (the "Issue"), at an issue price of Rs.90/- per equity share (including a premium of Rs.89/- per equity share) / warrant. However, there was no further development from the Board relating to this matter.

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 cooperation 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.