Prime Focus Ltd

<dhhead>DirectorsRs Report</dhhead>

To

The Members of

Prime Focus Limited ("the Company")

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:

(Rs in Crores)

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 Rs 3,950.54 crores as compared to Rs 4,644.26 crores in the previous year. The Net Loss after tax and after minority interest was Rs (404.54) crores as compared to Net Profit of Rs 147.29 crores in previous year.

Standalone

Total income from operations of the Company during the year was Rs 33.45 crores as compared to Rs 40.74 crores in the previous year. The Net loss after tax was Rs (0.33) crores as compared to Rs (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 Rs 45,05,00,000/- (Rupees Forty Five Crores and Five Lakhs) to Rs 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 Rs 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 Rs 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 Rs 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 RsPFL-ESOP Scheme 2014Rs 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.

Corporate Overview Statutory Reports Financial Statements

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 AuditorsRs 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:

(Rs In Crores)

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 DirectorsRs 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.

Corporate Overview Statutory Reports Financial Statements

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 (RsIICARs). 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.

• 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/ 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:

*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:

*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 ArmRss 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 AuditorsRs 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. DIRECTORSRs 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 Corporate Overview Statutory Reports Financial Statements 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 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.

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.