Prime Focus Limited successfully completed its postal ballot process on February 06, 2026, with shareholders demonstrating overwhelming support for three proposed director appointments. The company conducted the voting exclusively through remote e-voting, reflecting modern corporate governance practices and regulatory compliance.

Director Appointments Approved

Shareholders approved three key board appointments with exceptional majority support across all resolutions:

Voting Process Details

The postal ballot process was conducted in accordance with regulatory requirements under Sections 108 and 110 of the Companies Act, 2013, and SEBI Listing Regulations. Key voting parameters included:

Shareholder Participation Analysis

The voting witnessed strong participation across different shareholder categories. For the Independent Director appointment, total votes polled reached 505292655 shares, representing 65.1158% of outstanding shares. Promoter and Promoter Group demonstrated complete support with 100.0000% votes in favor across all resolutions, while Public Institutions showed 99.9619% to 100.0000% support depending on the resolution.

Regulatory Compliance

CS Mehul Raval served as the Scrutinizer for the postal ballot process, ensuring fair and transparent voting procedures. The company utilized Central Depository Services (India) Limited's e-voting platform to facilitate remote voting for shareholders. Notice dispatch was completed on January 07, 2026, with advertisements published in "Pudhari" (Marathi) and "Business Standard" (English) newspapers on January 08, 2026.

Corporate Governance Enhancement

The successful appointment of these directors strengthens Prime Focus Limited's board composition with diverse expertise. Ms. Shalini Govil Pai's appointment as Independent Director enhances board independence, while the addition of Mr. Nishant Avinash Fadia and Mr. Björgólfur Thor Björgólfsson as Non-Executive Directors brings additional strategic guidance to the company's governance structure.

The voting results and Scrutinizer's report are available on the company's website at www.primefocus.com and on CDSL's e-voting portal at www.evotingindia.com , ensuring transparency and accessibility for all stakeholders.

Prime Focus Limited has submitted its quarterly monitoring agency report for Q3FY26 to the National Stock Exchange and BSE Limited, covering the utilization of proceeds from its preferential issue of equity shares aggregating Rs. 5,552.02 crore.

Regulatory Compliance and Monitoring Framework

The report was submitted on February 4, 2026, pursuant to Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Regulation 162A of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. CARE Ratings Limited serves as the monitoring agency appointed to monitor the utilization of the preferential issue proceeds.

Fund Utilization During Q3FY26

During the quarter ended December 31, 2025, Prime Focus utilized Rs. 175.40 crore for investment in its wholly owned subsidiary, PF World Limited. The investment was made through subscription of 19,750,000 12% Optionally Convertible Preference Shares (OCPS) of USD 1.00 each, aggregating to USD 19.75 million.

PF World Limited subsequently utilized these funds to acquire 5,59,141 ordinary shares of DNEG S.A.R.L. from A2R Holdings pursuant to a share purchase agreement dated September 23, 2025.

Issue Proceeds Allocation and Status

The preferential issue proceeds of Rs. 5,552.02 crore were allocated across four primary objects:

Deployment of Unutilized Proceeds

As of December 31, 2025, the company maintained Rs. 215.10 crore in unutilized proceeds, deployed as follows:

Monitoring Agency Observations

The monitoring agency noted that all funds utilized during Q3FY26 were in accordance with the objects specified in the offer document and revised cost of objects approved by the board of directors on January 27, 2026. However, the report highlighted that board approval for the change in cost of the investment object was received after the transaction date.

The monitoring agency also observed that the company invested Rs. 208.55 crore in liquid mutual funds, with board approval for such investment received on January 27, 2026, post the transaction date. The offer document originally specified that unutilized proceeds could be parked in bank deposits, fixed deposits with scheduled commercial banks, or government securities.

Financial Performance Context

The monitoring agency report included relevant financial information that may materially affect investor decision-making:

• At the consolidated level, the company reported net losses of Rs. 488.00 crore in FY24 and Rs. 458.00 crore in FY25
• However, it reported net profit of Rs. 114.53 crore in H1 FY26 at the consolidated level
• At the standalone level, the company reported net loss of Rs. 7.19 crore in H1 FY26

The report confirms no material deviations from the disclosed objects and no major deviations compared to the previous monitoring agency report for the quarter ending September 30, 2025. All government and statutory approvals related to the objects have been obtained, and there are no unfavorable events affecting the viability of the stated objects.