Prime Focus Limited

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PRIME FOCUS

L I M I T E D

May 23, 2025

To, To, National Stock Exchange of India Limited BSE Limited Listing Department, Listing Department, Exchange Plaza, Phiroze Jeejebhoy Towers, Bandra Kurla Complex Dalal Street, Bandra East, Mumbai - 400 001 Mumbai - 400 051 Fax Nos.:22723121/2037/2039 Fax Nos.: 26598237 / 26598238

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)/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Notice of Postal Ballot along with explanatory Statement dated May 19, 2025, 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.	To appoint Mr. Merzin Darayus Tavaria (DIN: 07015623) as a Non-executive Director 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 read with other subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 ("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 ("CDSL") as on Friday, May 16, 2025 ("cut-off date") and whose e-mail addresses are registered with the Company or MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), Registrar & Transfer Agent of the Company ("MUFG Intime") , or the Depository Participants.

Prime Focus Limited. Corporate Identity Number (CIN): L92100MH1997PLC108981 Prime Focus House, Linking Road, Opposite Citibank, Khar (West), Mumbai 400 052, India. T: +91 22 26484900 www.primefocus.com

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PRIME FOCUS

L I M I T E D

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 Saturday, May 24, 2025 at 9:00 a.m. (IST) and shall end on Sunday, June 22, 2025 at 5:00 p.m. (IST). Remote e-voting shall not be allowed after Sunday, June 22, 2025 at 5:00 p.m. (IST). The results of remote e-voting shall be announced on or before Tuesday, June 24, 2025 and the same will be communicated to the Stock Exchanges along 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 PARINA NIRAV SHAH NIRAV SHAH Date: 2025.05.23 15:53:35 +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 2648 4900, 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, (hereinafter 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 read with other subsequent circulars issued in this regard; the latest circular being General Circular No. 09/2024 dated September 19, 2024 (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, the Ordinary Resolution as set out in this notice, on the terms which are set out in the Explanatory Statement attached to this notice, is proposed for consideration by 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 Circular Resolution dated May 19, 2025 dated 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 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 engaged 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 Saturday, May 24, 2025 and ends at 5:00 p.m. (IST) on Sunday, June 22, 2025.

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 after 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 Tuesday, June 24, 2025. 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. Central Depository Services (India) Limited, engaged by the Company for facilitating remote e-voting will also display the result on its website www.evotingindia.com.

SPECIAL BUSINESS

To appoint Mr. Merzin Darayus Tavaria (DIN: 07015623) as a Non-Executive Director of the Company:

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

“RESOLVED THAT pursuant to provisions of section 152 of the Companies Act, 2013 ( the “Act”) and read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions of the Act, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the Articles of Association of the Company, Mr. Merzin Darayus Tavaria (DIN: 07015623) who was appointed as an Additional Non-Executive Director of the Company by the Board of Directors of the Company based on recommendation of Nomination and Remuneration Committee with effect from March 29, 2025, and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act, from a Member proposing his candidature for the office of Director, be and is hereby appointed as a Non-Executive Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and are hereby severally authorised to file the necessary forms with the Registrar of Companies and to do all such acts, deeds and things as may be deemed necessary to give effect to this resolution.”

By Order of the Board of Directors For Prime Focus Limited

Sd/Parina Shah Company Secretary M. No.: A18061

Mumbai, May 19, 2025

NOTES:

The relevant Explanatory Statement pursuant to Section 102(1) read with Section 110 of the Companies Act, 2013 (‘Act’) and Rule 22 of the Rules setting out the material facts, as amended from time to time, in respect of the Special Business specified above is annexed hereto.
The 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 permitted 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 Friday, May 16, 2025 (“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/Statement 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. The Notice shall also be uploaded on website of both the stock exchanges viz. BSE Limited and National Stock Exchange of India Limited.

Registered Office:

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

CIN: L92100MH1997PLC108981

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 shares in the paid-up equity share capital of the Company as on Friday, May 16, 2025. A Member cannot exercise their vote by proxy on Postal Ballot.
The remote e-voting period commences at 9:00 a.m. (IST) on Saturday, May 24, 2025 and ends at 5:00 p.m. (IST) on Sunday, June 22, 2025 after 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. Friday, May 16, 2025, 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. Sunday, June 22, 2025.
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 Sunday, June 22, 2025 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 Saturday, May 24, 2025 at 9:00 a.m. (IST) and ends on Sunday, June 22, 2025 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. Friday, May 16, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(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 CDSL/ NSDL is given below:

NSDLis given below:
Type of members	Login Method
Individual Members holding securities in Demat mode with CDSL (Depository)	1) 2) 3) 4)	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. 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. 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. 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 evoting is in progress and also able to directlyaccess the system of all e-VotingService Providers.
Individual Members holding securities in demat mode with NSDL (Depository)	1) 2) 3)	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. 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 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-Votingserviceprovider website for casting your vote duringthe remote e-Voting period.
Individual Members (holding securities in demat mode) login through theirDepository 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.

6) If you are a first-time user follow the steps given below:

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


ID/ Password are advised to use Forget User ID and Forget Password option available at 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 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 athelpdesk.evoting@cdslindia. comor contact at toll free no. 18002109911. 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 toll free no.: 022-4886 7000 Login method for e-Voting forPhysical 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		For Physical Members and other than individual Members holdingshares 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 Bank Details ORDate of Birth (DOB)	• Enter the Dividend Bank Details or Date of Birth (in dd/ mm/yyyy format) as recorded in your demat account 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 feld.

(iv) Login method for e-Voting for Physical Members and members other than individual holding in Demat form.
a. For CDSL: 16 digits beneficiary ID,
(v) After entering these details appropriately, click on “SUBMIT” tab.
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- (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 confidential.
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
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.
(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) After 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 forgotten 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 verification.
(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].
After 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 Attorney (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 letter etc. together with attested 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 attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected]/rnt.helpdesk@ in.mpms.mufg.com
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. 18002109911.

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 helpdesk.evoting@cdslindia. com or call at toll free no. 022-62343333.

Other Instructions:

The period for e-voting starts on Saturday, May 24, 2025 at 9:00 a.m. (IST) and ends on Sunday, June 22, 2025 at 5:00 p.m. (IST). E-voting shall be disabled by CDSL at 5:00 p.m. (IST) on Sunday, June 22, 2025 and members shall not be allowed to vote through remote e-voting thereafter. During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, May 16, 2025 (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 after 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 accompanying the Notice.

Item No. 1

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors (the “Board ”) of the Company appointed Mr. Merzin Darayus Tavaria (DIN: 07015623) as an Additional Non-Executive Director, liable to retire by rotation, on the Board of the Company with effect from March 29, 2025, subject to approval of the Members of the Company.

Pursuant to the provision of Section 161 of the Act, Mr. Merzin Darayus Tavaria will hold office up to the date of the ensuing Annual General Meeting of the Company. However, in terms of Regulation 17(1C) of the Listing Regulations, the Company is required to obtain approval of Members for appointment of a new Director at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Keeping in view the above referred provision of the Listing Regulations, the approval of the Members of the Company is being sought by way of Postal Ballot for the appointment of Mr. Merzin Darayus Tavaria, within three months from the date of appointment by the Board of the Company.

Further, pursuant to applicable provisions of the Act and Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India, Mr. Merzin Darayus Tavaria has given his consent to act as a Director in Form DIR-2 according to Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014 and has made declaration in Form DIR8 pursuant to Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that he is

not disqualified under Section 164 of the Act, and not debarred from holding the office of Director pursuant to any order issued by the Securities and Exchange Board of India (“SEBI”). The other relevant details as required under the Act, Listing Regulations and SS-2 are annexed as Annexure.

Mr. Merzin Darayus Tavaria confirmed that the directorships and memberships in committees held by him are within the limits as prescribed under the Act and Regulation 26 of the Listing Regulations respectively.

Given Mr. Merzin Darayus Tavaria’s knowledge, expertise and insights and familiarity with the Company, its operations and the complexities involved in the regulatory environment, the Board considers it desirable and in the interest and immense benefit of the Company to appoint him as a Non-Executive Director, liable to retire by rotation, and accordingly recommends his appointment, as proposed in the resolution set out above, for the approval of the Members, in compliance with the applicable provisions of the law.

Mr. Merzin Darayus Tavaria shall be paid remuneration by way of fee for attending meetings of the Board and Committees thereof, reimbursement of expenses for participating in such meetings.

Mr. Merzin Darayus Tavaria is interested in the resolution set out in Item No. 1 of the notice with regard to his appointment. The relatives of Mr. Merzin Darayus Tavaria may be deemed to be interested in the resolution set out in Item No. 1 of the notice, to the extent of their equity shareholding interest, if any, in the Company. Save and except the above none of the other Directors, Key Managerial Personnel of the Company or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the resolution as set out in this Notice.

Accordingly, the Board recommends the resolution as set out in the Notice for approval of the Members of the Company as an Ordinary Resolution.

By Order of the Board of Directors For Prime Focus Limited Sd/Parina Shah Company Secretary M. No.: A18061

Mumbai, May 19, 2025

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

CIN: L92100MH1997PLC108981

ANNEXURE TO THE NOTICE

(Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standards on General Meetings (SS-2)):

on General Meetings (SS-2)):
Name of the Director	Mr. Merzin Darayus Tavaria
Director’s Identifcation Number(DIN)	07015623
Designation and Categoryof Director	Non-Executive Director,Liable to retire byrotation
Date of frst appointment on the Board of the Company	29-03-2025
Date of Birth	15-12-1973
Age(Years)	51
Nationality	Indian
Qualifcations	B.Com
Brief resume, Experience and Expertise in Specifc Functional Areas	Mr. Merzin is a visual efects stalwart and Co-Founder of Prime Focus. In a career spanning over three decades Merzin has led and inspired global teams on multiple blockbuster projects including Oscar winning movies and has mentored the careers and lives of countless artists, professionals and producers. Merzin leads the creative services function and his many responsibilities span creative strategy, delivery planning, talent management amongst others. He is also a jury member at various flm and advertising festivals,and has been a speaker on manyindustryrelated events.
Names of other companies in which the person holds the directorship (Excludes Private Companies, Foreign Companies, Companies formed under Section 8 of the Companies Act 2013)	DNEG India Media Services Limited
Chairmanship / Membership of Commitees of the board (In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, only two Commitees of the board are considered Audit Commitee and Stakeholders RelationshipCommitee)	DNEG India Media Services Limited: Chairman : Audit Commitee
Shareholding in the Company including shareholding as a benefcial owner (as on the date of this Notice)	1,70,000 equity shares
Terms and conditions of appointment/ reappointment and details of remuneration	Terms and Conditions as per the Board / Members Resolution.
Disclosure of relationships between Directors inter-se and Manager and other KeyManagerial Personnel of the company	No relationships with Directors inter-se and Manager and other Key Managerial Personnel of the Company.
Present ceilingof Remuneration(Rs.) p.a.	Nil
Details of Remuneration sought to bepaid	Nil – Except sitingfees.
Remuneration last drawn bysuchperson	Nil
Number of Board Meetings atended duringtheyear	0
Listed entities from which the Director has resigned in thepast threeyears	None
Performance evaluation done or not	Not Applicable

By Order of the Board of Directors For Prime Focus Limited

Mumbai, May 19, 2025 Registered Office: Prime Focus House, Linking Road, Opp. Citi Bank, Khar West, Mumbai – 400 052.

Sd/Parina Shah Company Secretary M. No.: A18061

CIN: L92100MH1997PLC108981

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Prime Focus Limited Proxy Solicitation & Information Statement 2025

61149_rns_2025-05-23_e2b41bca-2a9f-47a8-8663-723a92800e09.pdf

PRIME FOCUS

May 23, 2025

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

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