prime focus ltd share price Directors report

To

The Members of

Prime Focus Limited ("the Company")

Your Companys 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:

( in Crores)

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

2. OPERATIONS AND PERFORMANCE REVIEW AND STATE OF COMPANYS 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 Companys 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 Companys 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 Companys 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 Companys operating environment and they emerge on a regular basis. The Companys 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 Companys 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 Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys 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 Companys 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 Companys 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.

iii. The capital investment on energy conservation equipments

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

B. TECHNOLOGY ABSORPTION

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

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

? Not applicable.

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:

( In Crores)

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

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.

Prime Focus Limited 39

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 reappointment.

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 NonExecutive 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 NonExecutive 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 i 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 Companys 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 Companys size of business, financial position and trends and practices prevailing in similar companies in the industry;

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

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

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

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

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

28. BOARD MEETINGS

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

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

29. AUDIT COMMITTEE

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

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

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

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

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

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

30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys 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 Companys website at http://www.primefocus.com/sites/default/files/pdf/Whistle Blower 29.08.2022.pdf

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

31. PARTICULARS OF EMPLOYEES

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

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

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

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

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

The brief outline of the CSR Policy of the Company along with the Annual Report on CSR activities is set out in Annexure B of this report. The policy is available on the Companys 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 Arms 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 Companys 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 Companys 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. 2023031614 dated March 16, 2023, the Company has obtained the Annual Secretarial Compliance Report incorporating additional affirmations from the Secretarial Auditor for the Financial Year 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 cooperation and support and looks forward to their continued support in future. Your Directors also place on record, their deep sense of appreciation for the committed services by the employees of the Company.

	FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
	Naresh Mahendranath Malhotra	Namit Naresh Malhotra
	Chairman & Whole-Time Director	Director
Date: May 30, 2023	DIN: 00004597	DIN: 00004049
Place: Mumbai