Prime Focus Limited

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PRIME FOCUS

L I M I T E D

February 20, 2024

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

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Para A of Part A of Schedule III of the said Regulation - Postal Ballot Notice

Dear Sir(s),

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of Postal Ballot Notice along with explanatory Statement dated February 13, 2024, seeking approval of the Members of the Company by way of ordinary resolution through voting by electronic means only (“ remote e- voting ”) for the following matter:

Sr. No	Special Business
1.	Increase in the Authorised Share Capital and Alteration of the Capital Clause in the Memorandum of Association of the Company.

In accordance with Sections 108 and 110 of the Companies Act, 2013 (“ the Act ”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ the Rules ”) and in line with Ministry of Corporate Affairs (" MCA ") General Circulars dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021 and December 08, 2021, May 5, 2022, December 28, 2022 and September 25, 2023 ("Relevant Circulars") , the Notice of Postal Ballot along with Explanatory Statement has been dispatched to all Members whose names appeared in the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited

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

("CDSL") as on Tuesday, February 13, 2024 ("cut-off date") and whose e-mail addresses are registered with the Company or Link Intime India Private Limited , Registrar & Transfer Agent of the Company ("Link Intime") , or the Depository Participants.

The Company has engaged the services of CDSL for providing the remote e-voting facility. Please note that the remote e-voting period in respect of the resolution mentioned in the Postal Ballot Notice shall commence on Wednesday, February 21, 2024 at 9:00 a.m. (IST) and shall end on Thursday, March 21, 2024 at 5:00 p.m. (IST). Remote e-voting shall not be allowed after Thursday, March 21, 2024 at 5:00 p.m. (IST). The results of remote e-voting shall be announced on or before Saturday, March 23, 2024 and the same will be communicated to the Stock Exchanges with the Scrutinizers Report within the prescribed timeline.

The Postal Ballot Notice along with Explanatory Statement is also available on the website of the . Company at www.primefocus.com

Kindly take the same on record and acknowledge the receipt.

Thanking you.

Yours Faithfully, For Prime Focus Limited

PARINA Digitally signed by NIRAV PARINA NIRAV SHAH Date: 2024.02.20 SHAH 16:05:13 +05'30'

Parina Shah

Company Secretary & Compliance Officer

Encl.: a/a

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CIN: L92100MH1997PLC108981

Registered Office: Prime Focus House, Opp. CITI Bank, Linking Road, Khar (West), Mumbai- 400052 Tel: +91 22 6715 5000, Fax: +91 22 6715 5001 Website: www.primefocus.com; Email Id: [email protected]

NOTICE OF POSTAL BALLOT

[Pursuant to Sections 108 & 110 of the Companies Act, 2013 read with Rules 20 & 22 of the Companies (Management and Administration) Rules, 2014 and the Circulars issued by the Ministry of Corporate Affairs, Government of India]

Dear Member(s),

Notice is hereby given pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Companies Act, 2013, (hereinafer referred to as the “Act”), including any statutory modification(s) or re-enactment thereof for the time being in force and other applicable provisions, if any, of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”) as amended from time to time read with General Circular No. 14/2020 dated April 8, 2020; General Circular No. 17/2020 dated April 13, 2020; General Circular No. 22/2020 dated June 15, 2020; General Circular No. 33/2020 dated September 28, 2020; General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 08, 2021, General Circular No. 3/2022 dated May 5, 2022, General Circular No. 11/2022 dated December 28, 2022 and General Circular No. 9/2023 dated September 25, 2023 (the “Relevant Circulars”) issued by Ministry of Corporate Affairs (“MCA”), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standard – 2 on General Meetings (“SS - 2”) issued by the Institute of Company Secretaries of India and other applicable laws and regulations, if any, including any statutory modification(s) or re-enactment(s) thereto for the time being in force, Ordinary Resolution as set out in this notice, on the terms which are set out in the Explanatory Statement atached to this notice, is proposed for consideration by the Members of Prime Focus Limited (the “Company”) for passing by means of Postal Ballot through voting by electronic means only (“remote e-voting”). Members are requested to read the instruction in the Notes under the section “Instructions for Voting through Electronic Means”. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company vide Resolution dated February 13, 2024, has appointed Mr. Mehul Raval, Practicing Company Secretary (Membership No.: ACS-18300, CP No.:24170) to act as a Scrutinizer for conducting

the Postal Ballot through remote e-voting process in fair and transparent manner. The Company has received his consent and confirmation about his willingness to act as a scrutinizer for the business set out in this Notice.

In compliance with the provisions of Sections 108, 110 and other applicable provisions of the Act, read with the Rules and Listing Regulations (including any statutory modification(s) or reenactment(s) thereof for the time being in force), the Company is pleased to extend remote e-voting facility to enable the Members to cast their votes electronically instead of through the Postal Ballot form(s). Members (whether holding shares in demat form or in physical form) are requested to cast their votes by remote e-voting only. The Company has availed the services of Central Depository Services (India) Limited (“CDSL”), for the purpose of providing remote e-voting facility to all its Members.

Members (whether holding shares in demat form or in physical form) desiring to exercise their vote are requested to carefully follow the instructions in the notes under the Section “Instructions for Voting through Electronic Means” in this Notice.

The remote e-voting period commences at 9:00 a.m. (IST) on Wednesday, February 21, 2024 and ends at 5:00 p.m. (IST) on Thursday, March 21, 2024.

Upon completion of this process, the Scrutinizer will submit the report to the Chairman of the Company or any other person authorised by the Chairman afer the completion of scrutiny of the votes cast through remote e-Voting. The results of Postal Ballot along with the Scrutinizer’s Report will be announced on or before Saturday, March 23, 2024. The result of the voting shall be displayed on the notice board of the Company at its Registered Office. The declared result along with the Scrutinizers Report, will be available forthwith on the Company’s website: www.primefocus.com. The results will simultaneously be communicated to the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited where the Company’s shares are listed. CDSL, engaged by the Company for facilitating remote e-voting will also display the result on its website www.evotingindia.com.

SPECIAL BUSINESS

Increase in the Authorised Share Capital and Alteration of the Capital Clause in the Memorandum of Association of the Company:

To consider and if thought fit, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with the rules made thereunder, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and pursuant to the provisions of the Article of Association of the Company and subject to such approvals, permissions and sanctions, as may be required, consent of the Members be and is hereby accorded to alter and increase the Authorised Share Capital of the Company from 45,05,00,000/- (Rupees Forty Five Crores and Five Lakhs only) divided into 45,05,00,000 (Forty Five Crores and Five Lakhs) Equity Shares of Re. 1/- (Rupee One) each to 85,00,00,000/- (Rupees Eighty Five Crores only) divided into 85,00,00,000 (Eighty Five Crores) Equity Shares of Re. 1/- (Rupee One) each.

RESOLVED FURTHER THAT the existing Clause V of the Memorandum of Association of the Company relating to share capital, be and is hereby altered and substituted with the following new Clause V:

V. The Authorised Share Capital of the Company is `85,00,00,000/- (Rupees Eighty Five Crores only) divided into 85,00,00,000 (Eighty Five Crores) Equity Shares of Re. 1/- (Rupee one) each, with power to increase and reduce the capital for the time being into several classes and to atach thereto respectively such preferential, deferred, qualified or special right, privileges or conditions as may be determined or in accordance with the Articles of Association of the Company and to vary, modify, or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the Articles of Association of the Company.

RESOLVED FURTHER THAT any Director or the Chief Financial Officer or the Company Secretary of the Company be and are hereby severally authorised to do all acts and take all such steps as may be necessary, proper or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this resolution and for maters connected therewith or incidental thereto.

RESOLVED FURTHER THAT a copy of the above resolution duly certified as true by any Director or the Company Secretary of the Company be furnished to such parties/

authorities as may be required from time to time in connection with the above mater.”

By Order of the Board of Directors For Prime Focus Limited

Sd/Parina Shah Company Secretary ACS 18061

Mumbai, February 13, 2024

Registered Office:

Prime Focus House, Linking Road, Opp. Citi Bank, Khar West, Mumbai – 400 052.

CIN: L92100MH1997PLC108981

NOTES:

The relevant Explanatory Statement pursuant to Section 102(1) read with Section 110 of the Companies Act, 2013 and Rule 22 of the Rules seting out the material facts, as amended from time to time, in respect of the Special Business specified above is annexed hereto.
This Postal Ballot Notice is being sent in electronic form to the Members who have registered their e-mail addresses with Registrars and Transfer Agents of the Company (in case of physical shareholding) /with their Depositories/ Depository Participants (in case of electronic shareholding). The MCA vide its Relevant Circulars, has permited companies to conduct the Postal Ballot by sending the Notice in electronic form only. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place through the process of remote e-voting only. In compliance with Sections 108 and 110 of the Act and Rules made thereunder, the Company has provided a facility to the Members to exercise their votes electronically through remote e-voting facility provided by CDSL. The instructions for voting through electronic means are annexed to this Notice.
This Notice is being sent to all the Members, whose names appeared in the Register of Members / Record of Depositories on Tuesday, February 13, 2024 (“Cut-off date”). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes by remote e-voting. Members receiving this Notice of Postal Ballot whose names do not appear in the Register of Members/Register of Beneficial Ownership as mentioned above, should treat this Notice for information purposes only.

This Notice will be displayed on the website of the Company viz., www.primefocus.com and on the website of CDSL viz. www.evotingindia.com. This Notice shall also be uploaded on website of both the stock exchanges viz. BSE Limited and National Stock Exchange of India Limited.
The dispatch of this Postal Ballot Notice and the Explanatory Statement shall be announced through advertisement in newspapers and published on the website of the Company.
The voting rights of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on Tuesday, February 13, 2024. A Member cannot exercise their vote by proxy on Postal Ballot.
The remote e-voting period commences at 9:00 a.m. (IST) on Wednesday, February 21, 2024 and will end at 5:00 p.m. (IST) on Thursday, March 21, 2024, afer which the remote e-voting will be disabled and voting shall not be allowed beyond the said date and time. During this period, Members of the Company holding shares either in physical form or in dematerialised form, as on the cut-off date i.e. Tuesday, February 13, 2024, may cast their vote electronically. Once the Member casts the vote on the Resolution, he or she will not be allowed to change it subsequently.
The resolutions, if passed by the requisite majority shall be deemed to have been passed on the last date specified for remote e-voting i.e. Thursday, March 21, 2024.
All documents referred to in the accompanying Notice and the Explanatory Statement are open for inspection without any fee by the Members through electronic mode. The Members are requested to write to the Company at [email protected] up to March 21, 2024 for the inspection of the said documents.
Members who have not registered their e-mail addresses are requested to register the same with the Depository Participant(s) for sending future communication(s) in electronic form.
Resolutions passed by the Members through Postal Ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.

INSTRUCTIONS FOR VOTING THROUGH ELECTRONIC MEANS:

Instructions to Members for remote e-voting are as under:

(i) The voting period begins on Wednesday, February 21, 2024 at 9:00 a.m. (IST) and ends on Thursday, March 21, 2024 at 5:00 p.m. (IST). During this period Members’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Tuesday, February 13, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafer.
(ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 09, 2020 and under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its Members, in respect of all Members’ resolutions. However, it has been observed that the participation by the public non-institutional members/ retail members is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the Members.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual members holding securities in Demat mode is given below:

Type of members	Login Method
Individual Members holding securities in Demat mode with CDSL (Depository)	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are to visitwww.cdslindia.comand click on Login icon and select New System Myeasi. 2) Afer successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com.Users should click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from an e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. Afer successful authentication, user will be able to see the e-Voting option where the evotingis inprogress and also able to directlyaccess the system of all e-VotingService Providers.
Individual Members holding securities in demat mode with NSDL (Depository)	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:htps://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. Afer successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available at htps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at htps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:htps://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verifcation Code as shown on the screen. Afer successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.
Individual Members (holding securities in demat mode) login through their Depository Participants(DP)	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Afer Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site afer successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote duringthe remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at the above mentioned website.

Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

i.e. CDSL and NSDL
Login type	Helpdesk details
Individual Members holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at 022-23058738, 022-23058542/43 or at toll free no. 1800 22 55 33.
Individual Members holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] call at 022-48867000 and 022-24997000 or at toll free no. 1800 1020 990 and 1800 22 44 30.

(iv) Login method for e-Voting for Physical Members and members other than individual holding in Demat form.
1) The members should log on to the e-voting website www.evotingindia.com.
2) Click on “Members” module.
3) Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

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----- Start of picture text -----

For Physical Members and other than
individual Members holding shares in
Demat
PAN • Enter your 10 digit alpha-numeric PAN
issued by Income Tax Department
(Applicable for both demat Members
as well as physical Members).
• Members who have not updated their
PAN with the Company/Depository
Participant are requested to use the
sequence number sent by Company/
RTA or contact Company/RTA.
Dividend • Enter the Dividend Bank Details or
Bank Details Date of Birth (in dd/mm/yyyy format)
OR Date of as recorded in your demat account
Birth (DOB) or in the company records in order to
login.
• If both the details are not recorded
with the depository or company,
please enter the member id / folio
number in the Dividend Bank details
field.
----- End of picture text -----*

(v) Afer entering these details appropriately, click on “SUBMIT” tab.
(vi) Members holding shares in physical form will then directly reach the Company selection screen. However, Members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly

recommended not to share your password with any other person and take utmost care to keep your password

(vii) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(viii) Click on the EVSN for the relevant on which you choose to vote.
(ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/ NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xi) Afer selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xiv) If a demat account holder has forgoten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for
(xvi) Additional Facility for Non – Individual Members and Custodians –For Remote Voting only
Non-Individual members (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
Afer receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login will be mapped automatically & can be delink in case of wrong mapping.
It is mandatory that, a scanned copy of the Board Resolution and Power of Atorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

Alternatively Non Individual members are required to send the relevant Board Resolution/ Authority leter etc. together with atested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE MEMBERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

For Physical members- please provide necessary details like Folio No., Name of member, scanned copy of the share certificate (front and back), PAN (self atested scanned copy of PAN card), AADHAR (self atested scanned copy of Aadhar Card) by email to [email protected]/ [email protected]
For Demat members - Please update your email id & mobile no. with your respective Depository Participant (DP)
For Individual Demat members – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 22 55 33.

Other Instructions:

The period for e-voting starts on Wednesday, February 21, 2024 at 9:00 a.m. (IST) and ends on Thursday, March 21, 2024 at 5:00 p.m. (IST). E-voting shall be disabled by CDSL at 5:00 p.m. (IST) on Thursday, March 21, 2024 and Members shall not be allowed to vote through remote e-voting thereafer. During this period, Members holding shares either in physical form or in dematerialized form, as on Tuesday, February 13, 2024 (end of day) i.e. cut-off date, may cast their vote electronically. Any person who is not a Member as on the cut-off date should treat this notice for information purposes only. The e-voting module shall be disabled by CDSL for voting. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
A person, whose name is recorded in the register of Members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting. Any person,

who acquires shares of the Company and becomes a Member of the Company afer dispatch of the Notice and holding shares as of cut-off date, may follow the same procedure as mentioned above for e-Voting.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

As required under Section 102 of the Companies Act, 2013 as amended, read with the rules prescribed thereunder (the “Act”), the following explanatory statement sets out all material facts relating to the special business mentioned under Item No. 1 accompanying the Notice.

Item No. 1

The present Authorised Share Capital of the Company is 45,05,00,000 (Rupees Forty Five Crores and Five Lakhs Only). In view of the present size of the Company’s operations and its future requirement of capital, and in order to facilitate issue of securities by way of Rights Issue, it is proposed to increase the Authorised Share Capital of the Company from45,05,00,000 (Rupees Forty Five Crores and Five Lakhs Only) to 85,00,00,000/- (Rupees Eighty Five Crores Only). The increased Authorised Share Capital of 85,00,00,000/- (Rupees Eighty Five Crores Only) will consist of 85,00,00,000 (Eighty Five Crores) Equity Shares of Re. 1/(Rupee One) each. The necessary amendment in the Memorandum of Association is proposed in order to reflect the enhanced Authorised Share Capital.

As per the provisions of Section 61 of the Companies Act, 2013, as amended from time to time (the “Act”), for increasing the authorised share capital of the Company and consequential alteration to Clause V of the Memorandum of Association, approval of the Members of the Company is required by way of an Ordinary Resolution. A copy of the Memorandum of Association of the Company duly amended is available for inspection through electronic mode.

The Board of Directors accordingly recommends the Ordinary Resolution set out at Item No. 1 of the accompanying Notice for the approval of the Members.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives are concerned or interested, in the resolution, except to the extent of their shareholding in the Company.

By Order of the Board of Directors For Prime Focus Limited Sd/Parina Shah Company Secretary Mumbai, February 13, 2024 ACS 18061 Registered Office: Prime Focus House, Linking Road, Opp. Citi Bank, Khar West, Mumbai – 400 052. CIN: L92100MH1997PLC108981

AI assistant

Prime Focus Limited Proxy Solicitation & Information Statement 2024

61149_rns_2024-02-20_695f2ee2-62f0-40ec-866c-28e630be07e6.pdf

PRIME FOCUS

Ref.: Scrip Code: BSE – 532748/NSE - PFOCUS

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Para A of Part A of Schedule III of the said Regulation - Postal Ballot Notice

PRIME FOCUS