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:

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.

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:

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:

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