Prime Focus Limited — M&A Activity 2024

Apr 3, 2024

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PRIME FOCUS

L I M I T E D

Date: April 03, 2024

To, National Stock Exchange of India Listing Department, Exchange Plaza, Bandra Kurla Complex Bandra East, Mumbai - 400 051 Fax Nos.: 26598237 I 26598238

To, BSE Limited Listing Department, Phiroze Jeejebhoy Towers, Dalal Street Mumbai- 400 001 Fax Nos.: 22723121/2037/2039

Ref: Scrip Code: BSE: 532748/ NSE: PFOCUS

Re.: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“LODR Regulations”)

Dear Sir/Madam,

The Company has been informed by its overseas subsidiary, namely, Double Negative Canada Productions Ltd (Vancouver), a material subsidiary of the Company on April 02, 2024, that Vegas II VFX Ltd (Vancouver, BC) and Double Negative Huntsman VFX Ltd (Canada) have merged into Double Negative Canada Productions Ltd in accordance with the Business Corporation Act (British Columbia).

The details as required under SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 is enclosed herewith as Annexure A .

Kindly take the above on your record and acknowledge receipt of the same.

Thanking You, For Prime Focus Limited

Digitally signed by PARINA PARINA NIRAV SHAH NIRAV SHAH Date: 2024.04.03 18:31:18 +05'30'

Parina Shah

Company Secretary & Compliance Officer

Enclosure: Annexure

Prime Focus Limited. Corporate Identity Number (CIN): L92100MH1997PLC108981 Prime Focus House, Linking Road, Opposite Citibank, Khar (West), Mumbai 400 052, India. T: +91 22 6715 5000 www.primefocus.com

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PRIME FOCUS

L I M I T E D

Annexure A

Sr. No	Particulars	Details
a.	name of the entity(ies) forming part of theamalgamation/merger, details in brief suchas, size, turnover etc	1. Transferor Company –a. Double Negative Huntsman VFX Ltd(Canada)b. Vegas II VFX Ltd (Vancouver, BC)2. Transferee Company – Double NegativeCanada Productions Ltd (Vancouver)3. Income from operations (standalone) forfinancial year 2022-23Double Negative Huntsman VFX Ltd(Canada)- CAD 71,388Vegas II VFX Ltd (Vancouver, BC)- NILDouble Negative Canada Productions Ltd(Vancouver)- CAD 94,422,629
b.	whether the transaction would fall withinrelated party transactions? If yes, whetherthe same is done at “arm’s length”;	Double Negative Huntsman VFX Ltd (Canada),Vegas II VFX Ltd (Vancouver, BC) and DoubleNegative Canada Productions Ltd (Vancouver)are indirect subsidiaries of Prime Focus Limited.The transaction is at arm’s length as it’s a mergerof subsidiaries with its 100%parent company.
c.	area of business of the entity(ies);	All three entities provides computer generatedvisual special effects services (VFX) through avariety of outputs including photoreal imagegeneration, two dimension, three dimension (3D),content conversion and animation services forvisual content used in film, television, over the top(OTT) virtual reality (VR), virtual production,locationbasedentertainmentandotherproduction services.
d.	rationale for amalgamation/merger;	Simplification ofgroupcorporate structure.
e.	in case of cash consideration – amount orotherwise share exchange ratio;	No consideration is required to be discharged asmerger is between two step-down subsidiarieswith itsparent company.
f.	brief details of change in shareholdingpattern (if any) of listed entity.	As merger is between subsidiaries of the listedentity, there would be no change in theshareholding pattern of the listed entity.

Prime Focus Limited. Corporate Identity Number (CIN): L92100MH1997PLC108981 Prime Focus House, Linking Road, Opposite Citibank, Khar (West), Mumbai 400 052, India. T: +91 22 6715 5000 www.primefocus.com