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.

Prime Focus Limited's Board of Directors held a meeting on January 27, 2026, to authorize Key Managerial Personnel (KMP) for regulatory disclosure responsibilities under SEBI regulations. The decision enables designated executives to determine the materiality of events and information while ensuring timely disclosures to stock exchanges.

Board Authorization Details

The board granted authority to three Key Managerial Personnel under Regulation 30(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. This authorization streamlines the company's compliance processes by empowering specific executives to make critical regulatory decisions.

Contact Information and Communication

The authorized Key Managerial Personnel can be reached at the company's registered address at Prime Focus House, Linking Road, Khar West, Mumbai 400052. The company has established dedicated communication channels for investor relations and regulatory matters.

Regulatory Compliance Framework

This authorization ensures Prime Focus Limited maintains robust compliance with SEBI's listing regulations. The designated KMPs will be responsible for evaluating the significance of corporate events and information, determining their materiality, and ensuring appropriate disclosures to both NSE and BSE. The company secretary, Ms. Parina Shah, digitally signed the disclosure document on January 27, 2026, confirming the board's decision and its immediate implementation.