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

1. FINANCIAL PERFORMANCE SUMMARY

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

(' in Crores)

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

Consolidated

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

Standalone

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

3. DIVIDEND

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

4. DIVIDEND DISTRIBUTION POLICY

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

5. TRANSFERTO RESERVES

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

6. SHARE-CAPITAL
Authorised Share Capital

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

' Paid-Up Share Capital

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

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

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

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

7. EMPLOYEE STOCK OPTION SCHEME (ESOP)

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

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

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

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

8. SECRETARIAL STANDARDS

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

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

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

10. CHANGE IN NATURE OF BUSINESS

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

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

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

12. RISK MANAGEMENT

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

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

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

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

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

14. HUMAN RESOURCES

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

15. PREVENTION OF SEXUAL HARASSMENT

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

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

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

16. PUBLIC DEPOSITS

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

17. ANNUAL RETURN

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

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

18. CONSOLIDATED FINANCIAL STATEMENTS

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

19. SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE
COMPANIES

Financial Performance:

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

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

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

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

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

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

a. Companies which have become subsidiary Company:

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

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

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

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

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

b. Companies which ceased to be Subsidiary Company:

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

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

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

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

c. Joint Venture / Associate Companies:

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

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

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

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

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

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

A. CONSERVATION OF ENERGY

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

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

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

iii. The capital investment on energy conservation equipment's

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

B. TECHNOLOGY ABSORPTION

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

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

- Not applicable.

iii. Imported Technology

(a) The details of technology imported - Not Applicable

(b) The year of import - Not applicable

(c) Whether the technology has been fully absorbed

- Not applicable

(d) If not fully absorbed - Not applicable

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

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

21. MANAGEMENT DISCUSSION AND ANALYSIS

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

22. CORPORATE GOVERNANCE REPORT

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

23. DIRECTORS

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

i) Retirement by Rotation:

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

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

ii) Appointment/Re-appointment of Directors:

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

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

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

iii) Resignation/Completion of term of Directors:

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

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

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

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

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

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

24. DECLARATION BY INDEPENDENT DIRECTORS

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

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

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

25. KEY MANAGERIAL PERSONNEL (KMP)

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

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

^ Mr. Nishant Fadia, Chief Financial Officer

^ Ms. Parina Shah, Company Secretary and Compliance Officer

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

26. BOARD EVALUATION

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

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

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

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

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

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

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

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

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

Familiarization Programme for Independent Directors

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

27. NOMINATION AND REMUNERATION POLICY

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

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

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

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

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

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

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

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

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

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

28. BOARD MEETINGS

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

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

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

29. AUDIT COMMITTEE

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

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

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

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

30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

31. PARTICULARS OF EMPLOYEES

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

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

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

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

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

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

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

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

36. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

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

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

37. AUDITORS

Statutory Auditors

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

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

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

Secretarial Auditors

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

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

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

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

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

38. COST RECORDS

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

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

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

40. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

41. WHOLE-TIME DIRECTOR & CHIEF FINANCIAL OFFICER
CERTIFICATION

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

42. INSOLVENCY AND BANKRUPTCY

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

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

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

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

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

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

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

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

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

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

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

48. ACKNOWLEDGEMENT

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Naresh Mahendranath Malhotra Namit Naresh Malhotra

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

Place: MumbaiDIN: 00004597 DIN: 00004049

1

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

2

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

3

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