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532748

PFOCUS

NOTLISTED

INE367G01038

PRIME FOCUS LIMITED

Main Board

Equity

2025-04-01

2026-03-31

2026-05-28

2026-05-22

INR

Lakhs

Quarterly

Fourth quarter

Single segment

Post Production

2026-05-28

19:00:00

2026-05-28

21:00:00

true

Cash Flow Indirect

Declaration of unmodified opinion

2026-01-01

2026-03-31

Audited

Consolidated

13844697000

-349173000

13495524000

6754784000

1480564000

2177287000

2205119000

12617754000

877770000

-60669000

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776329000

1953333000

823538000

353466000

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1.06

Notes to Consolidated Audited Financial Results for the quarter and year ended March 31, 2026 1. The statement of consolidated audited financial results for the quarter and year ended March 31, 2026, have been reviewed by Audit Committee and approved by Board of Directors at its meeting held on May 28, 2026. The Statutory Auditors of the Company have carried out audit on the above results in terms of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ('the Regulation'), as amended and expressed an unmodified opinion. 2. The statement of consolidated audited financial results of the Company and its subsidiaries (“Group”) have been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard (“Ind AS”) as prescribed under section 133 of the Companies Act, 2013 read with the relevant rules Issued thereunder and the other accounting principles generally accepted in India. 3. During the year ended March 31, 2026, the Company has allotted 1,33,34,999 fully paid-up equity shares of face value Re 1 each (“Equity Shares”) at a securities premium of Rs 51 each on exercise of stock options by employees in accordance with the Company's stock option scheme. 4. The Board of Directors, at its meeting held on July 03, 2025, approved a preferential issue of 46,26,69,444 Equity Shares at an issue price of Rs 120 per Equity Share (including a premium of Rs 119), aggregating to Rs 5,55,203.33 Lakhs. Of the total consideration, Rs 39,052.50 Lakhs was received in cash and the balance was settled through non-cash consideration by way of exchange of equity shares of a subsidiary. The share exchange was carried out based on a swap ratio of 2,561 equity shares of the Company for every 100 equity shares of the subsidiary. The preferential issue was approved by the shareholders at the Extraordinary General Meeting held on July 26, 2025. Following receipt of all required regulatory approvals, the Company completed the preferential issue along with the acquisition of the equity shares of the subsidiary. The allotment of 46,26,68,572 Equity Shares was carried out in two tranches, with 27,47,28,041 Equity Shares were allotted on September 17, 2025, and the balance 18,79,40,531 Equity Shares were allotted on September 23, 2025. The expenses with respect to aforesaid share issue of Rs 27,865.88 Lakhs (net of tax) is debited in securities premium 5 (a) The Company acquired the Film and Media Services business (“FMS”) from Reliance MediaWorks Limited (RMW) in July 2014, by way of a Business Transfer Agreement dated November 19, 2014, for a total consideration of Rs. 55,000.00 Lakhs, of which the Company paid a consideration of Rs. 35,000.00 Lakhs to RMW by way of an allotment of equity shares of a commensurate value on April 7, 2015. The remaining consideration of Rs. 20,000.00 Lakhs was structured as debt to be paid by the Company to Reliance Alpha Services Private Limited, now known as Raspalfa Services Private Limited (“RASPL”), over the course of a few years under a Loan Agreement dated February 25, 2019. On August 29, 2023, the Company received a notice that a petition had been filed before the National Company Law Tribunal, Mumbai Bench (NCLT), Mumbai by RASPL to initiate corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016 (IBC) with respect to alleged breach / default under the Loan Agreement dated February 25, 2019, by the Company and claiming a sum of Rs. 35,379.75 Lakhs. By a pronouncement dated May 06, 2026, the NCLT pronounced admission of the petition filed by RASPL under Section 7 of the IBC against the Company. Immediately upon the pronouncement, appropriate appellate proceedings were initiated before the Hon’ble National Company Law Appellate Tribunal (“NCLAT”), seeking urgent relief, including stay of operation of the said order. On May 12, 2026, the NCLAT stayed the NCLT order dated May 06, 2026, directed that the Interim Resolution Professional shall not take any further steps in pursuance of the said order, and directed deposit of Rs. 35,379.75 Lakhs in an interest-bearing account with the Registrar, NCLAT, by May 20, 2026. The said deposit direction has been complied with before the due date by way of creation of a fixed deposit for the said amount and marking of lien in favour of the Registrar, NCLAT. RASPL disputed the mode of compliance and filed I.A. No. 3835 of 2026 before the NCLAT seeking vacation of the interim order dated May 12, 2026. RASPL also filed Civil Appeal No. 7946 of 2026 before the Hon’ble Supreme Court challenging the NCLAT interim order dated May 12, 2026. By order dated May 25, 2026, the Hon’ble Supreme Court disposed off the civil appeal without interfering with the NCLAT interim order, observing that interference at this stage was not required and that the parties may raise all contentions before the NCLAT. Thereafter, I.A. No. 3835 of 2026 was listed before the NCLAT on May 27, 2026. The NCLAT recorded the submission regarding the Hon’ble Supreme Court order dated May 25, 2026 and dismissed I.A. No. 3835 of 2026 as not being pressed in view of the said Hon’ble Supreme Court order. The main appeal is listed on July 9, 2026 for further hearing. The matter is currently sub judice and under consideration before the NCLAT. The Company has made appropriate accruals in the books of account as at March 31, 2026, and based on professional legal advice, management believes that no additional material adjustment is required to the financial statements at this stage. The Company has adequate financial resources in place to meet any obligation that may ultimately be determined upon settlement or adjudication of the above matter. 5 (b) In relation to the matter stated in 5 (a) on July 26, 2023, the Company and a promoter filed a suit before the Hon’ble High Court of Bombay against RASPL and others, inter alia, with respect to: (a) the notices received from RASPL demanding a sum of Rs. 35,379.75 Lakhs and to invoke the personal guarantee issued by the promoter in the event of non-payment by the Company; and (b) the non-completion and breach of the Business Transfer Agreement dated November 19, 2014 by RMW and Reliance Land Private Limited, pursuant to which the aforesaid Loan Agreement dated February 25, 2019 was executed. The underlying dispute pertains to the aforesaid Business Transfer Agreement and the amounts claimed thereunder are actively contested. 6. Effective November 21, 2025, the Government of India consolidated 29 existing labour regulations into four Labour Codes, namely the Code on Wages, 2019; the Industrial Relations Code, 2020; the Code on Social Security, 2020; and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the “New Labour Codes”). The implementation of the New Labour Codes resulted in an increase in provision for employee benefits on account of recognition of past service cost. In accordance with the requirements of the New Labour Codes and the applicable accounting standards, the Group initially assessed and recognised an incremental impact of Rs. 1,851.84 Lakhs during the quarter ended December 31, 2025 based on the salary structure on an estimated basis. The Group formalized its salary structure in line with the requirements of the New Labour Codes during the quarter ended March 31, 2026. Consequently, an additional provision of Rs. 627.53 Lakhs was recognised during the quarter. Accordingly, the total impact aggregating to Rs. 2,479.37 lakhs has been recognised as an Exceptional item in the audited Consolidated Financial Results for the year ended March 31, 2026. 7. During the quarter and year ended March 31, 2025, the group carried out impairment assessment and recorded Rs 17,574.77 Lakhs for impairment of intangible assets that were decommissioned and Rs 20,442.94 Lakhs for impairment of financial assets. These were recorded as exceptional items in the consolidated audited financial results for year ended March 31, 2025. 8. During the quarter and year ended March 31, 2025, the Group acquired Metaphysic Inc. for a total consideration of USD 130 million (Rs 111,100.30 Lakhs, which includes cash and cash equivalent of Rs. 328.08 Lakhs), settled through issuance of shares of a subsidiary. The excess consideration over the fair value of identifiable net assets acquired, amounting to Rs 96,942.67 Lakhs was recognised as goodwill, and the purchase price allocation determined on a provisional basis. During the quarter and nine months ended December 31, 2025, the Group has finalised the purchase price allocation related to business combination based on additional information obtained about facts and circumstances that existed at the acquisition date, identified within the measurement period in accordance with Indian Accounting Standard 103 ‘Business Combinations’. As a result, additional goodwill has been recognised amounting to Rs 6,399.09 Lakhs. 9. Exchange (loss) / gain (net) includes unrealized exchange gain / (loss) on restatement of foreign exchange debt at the respective period end closing exchange rate: Particulars Quarter ended Year ended 31.03.2026 31.12.2025 31.03.2025 31.03.2026 31.03.2025 Unrealized exchange gain / (loss) (5,200.14) 241.07 6,701.29 4,582.86 4,813.62 10. Operating segments are reported in a manner consistent with internal reporting provided to the Chief Operating Decision Maker (“CODM”) (i.e., the Board of Directors) of the Group. The CODM is responsible for allocating resources and assessing performances of the operating segments of the Group. The Group is mainly engaged in operating as integrated post-production setup. The CODM decides on allocation of the resources to the business taking a holistic view of the entire setup and hence it is considered as representing a single operating segment as per IND AS 108 “Segment Reporting”. 11. Subsequent to year end, the Group has refinanced its debt facilities of USD 500 Mn in its foreign subsidiary tills June 2029. 12. The figures for the quarters ended March 31, 2026 and March 31, 2025 are the balancing figures between audited figures in respect of the full financial year and the limited reviewed year to date figures up to the quarters ended December 31, 2025 and December 31, 2024 respectively. 13. The above consolidated audited statement of financial results of the Group is available on the Company's and stock exchanges websites (www.primefocus.com), BSE (www.bseindia.com) and NSE (www.nseindia.com), where the shares of the Company are listed. Place: Mumbai Date: May 28, 2026 For and on behalf of the Board of Directors Naresh Malhotra DIN No. 00004597 Chairman and Whole-time Director

2025-04-01

2026-03-31

Audited

Consolidated

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3.94

3.92

3.94

3.92

Employee stock option expense

84525000

Technician fees

339718000

Technical service cost

588513000

Other expenses

1192363000

Employee stock option expense

247300000

Technician fees

1068609000

Technical service cost

1961061000

Other expenses

4254245000

5856200000

660370000

23895466000

14021259000

977047000

5335000

6672104000

6677439000

1853622000

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Notes to Consolidated Audited Financial Results for the quarter and year ended March 31, 2026 1. The statement of consolidated audited financial results for the quarter and year ended March 31, 2026, have been reviewed by Audit Committee and approved by Board of Directors at its meeting held on May 28, 2026. The Statutory Auditors of the Company have carried out audit on the above results in terms of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ('the Regulation'), as amended and expressed an unmodified opinion. 2. The statement of consolidated audited financial results of the Company and its subsidiaries (“Group”) have been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard (“Ind AS”) as prescribed under section 133 of the Companies Act, 2013 read with the relevant rules Issued thereunder and the other accounting principles generally accepted in India. 3. During the year ended March 31, 2026, the Company has allotted 1,33,34,999 fully paid-up equity shares of face value Re 1 each (“Equity Shares”) at a securities premium of Rs 51 each on exercise of stock options by employees in accordance with the Company's stock option scheme. 4. The Board of Directors, at its meeting held on July 03, 2025, approved a preferential issue of 46,26,69,444 Equity Shares at an issue price of Rs 120 per Equity Share (including a premium of Rs 119), aggregating to Rs 5,55,203.33 Lakhs. Of the total consideration, Rs 39,052.50 Lakhs was received in cash and the balance was settled through non-cash consideration by way of exchange of equity shares of a subsidiary. The share exchange was carried out based on a swap ratio of 2,561 equity shares of the Company for every 100 equity shares of the subsidiary. The preferential issue was approved by the shareholders at the Extraordinary General Meeting held on July 26, 2025. Following receipt of all required regulatory approvals, the Company completed the preferential issue along with the acquisition of the equity shares of the subsidiary. The allotment of 46,26,68,572 Equity Shares was carried out in two tranches, with 27,47,28,041 Equity Shares were allotted on September 17, 2025, and the balance 18,79,40,531 Equity Shares were allotted on September 23, 2025. The expenses with respect to aforesaid share issue of Rs 27,865.88 Lakhs (net of tax) is debited in securities premium 5 (a) The Company acquired the Film and Media Services business (“FMS”) from Reliance MediaWorks Limited (“RMW”) in July 2014, by way of a Business Transfer Agreement dated November 19, 2014, for a total consideration of Rs. 55,000.00 Lakhs, of which the Company paid a consideration of Rs. 35,000.00 Lakhs to RMW by way of an allotment of equity shares of a commensurate value on April 7, 2015. The remaining consideration of Rs. 20,000.00 Lakhs was structured as debt to be paid by the Company to Reliance Alpha Services Private Limited, now known as Raspalfa Services Private Limited (“RASPL”), over the course of a few years under a Loan Agreement dated February 25, 2019. On August 29, 2023, the Company received a notice that a petition had been filed before the National Company Law Tribunal, Mumbai Bench (“NCLT”), Mumbai by RASPL to initiate corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016 (“IBC”) with respect to alleged breach / default under the Loan Agreement dated February 25, 2019, by the Company and claiming a sum of Rs. 35,379.75 Lakhs. By a pronouncement dated May 06, 2026, the NCLT pronounced admission of the petition filed by RASPL under Section 7 of the IBC against the Company. Immediately upon the pronouncement, appropriate appellate proceedings were initiated before the Hon’ble National Company Law Appellate Tribunal (“NCLAT”), seeking urgent relief, including stay of operation of the said order. On May 12, 2026, the NCLAT stayed the NCLT order dated May 06, 2026, directed that the Interim Resolution Professional shall not take any further steps in pursuance of the said order, and directed deposit of Rs. 35,379.75 Lakhs in an interest-bearing account with the Registrar, NCLAT, by May 20, 2026. The said deposit direction has been complied with before the due date by way of creation of a fixed deposit for the said amount and marking of lien in favour of the Registrar, NCLAT. RASPL disputed the mode of compliance and filed I.A. No. 3835 of 2026 before the NCLAT seeking vacation of the interim order dated May 12, 2026. RASPL also filed Civil Appeal No. 7946 of 2026 before the Hon’ble Supreme Court challenging the NCLAT interim order dated May 12, 2026. By order dated May 25, 2026, the Hon’ble Supreme Court disposed off the civil appeal without interfering with the NCLAT interim order, observing that interference at this stage was not required and that the parties may raise all contentions before the NCLAT. Thereafter, I.A. No. 3835 of 2026 was listed before the NCLAT on May 27, 2026. The NCLAT recorded the submission regarding the Hon’ble Supreme Court order dated May 25, 2026 and dismissed I.A. No. 3835 of 2026 as not being pressed in view of the said Hon’ble Supreme Court order. The main appeal is listed on July 9, 2026 for further hearing. The matter is currently sub judice and under consideration before the NCLAT. The Company has made appropriate accruals in the books of account as at March 31, 2026, and based on professional legal advice, management believes that no additional material adjustment is required to the financial statements at this stage. The Company has adequate financial resources in place to meet any obligation that may ultimately be determined upon settlement or adjudication of the above matter. 5 (b) In relation to the matter stated in 5 (a) on July 26, 2023, the Company and a promoter filed a suit before the Hon’ble High Court of Bombay against RASPL and others, inter alia, with respect to: (a) the notices received from RASPL demanding a sum of Rs. 35,379.75 Lakhs and to invoke the personal guarantee issued by the promoter in the event of non-payment by the Company; and (b) the non-completion and breach of the Business Transfer Agreement dated November 19, 2014 by RMW and Reliance Land Private Limited, pursuant to which the aforesaid Loan Agreement dated February 25, 2019 was executed. The underlying dispute pertains to the aforesaid Business Transfer Agreement and the amounts claimed thereunder are actively contested. 6. Effective November 21, 2025, the Government of India consolidated 29 existing labour regulations into four Labour Codes, namely the Code on Wages, 2019; the Industrial Relations Code, 2020; the Code on Social Security, 2020; and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the “New Labour Codes”). The implementation of the New Labour Codes resulted in an increase in provision for employee benefits on account of recognition of past service cost. In accordance with the requirements of the New Labour Codes and the applicable accounting standards, the Group initially assessed and recognised an incremental impact of Rs. 1,851.84 Lakhs during the quarter ended December 31, 2025 based on the salary structure on an estimated basis. The Group formalized its salary structure in line with the requirements of the New Labour Codes during the quarter ended March 31, 2026. Consequently, an additional provision of Rs. 627.53 Lakhs was recognised during the quarter. Accordingly, the total impact aggregating to Rs. 2,479.37 lakhs has been recognised as an Exceptional item in the audited Consolidated Financial Results for the year ended March 31, 2026. 7. During the quarter and year ended March 31, 2025, the group carried out impairment assessment and recorded Rs 17,574.77 Lakhs for impairment of intangible assets that were decommissioned and Rs 20,442.94 Lakhs for impairment of financial assets. These were recorded as exceptional items in the consolidated audited financial results for year ended March 31, 2025. 8. During the quarter and year ended March 31, 2025, the Group acquired Metaphysic Inc. for a total consideration of USD 130 million (Rs 111,100.30 Lakhs, which includes cash and cash equivalent of Rs. 328.08 Lakhs), settled through issuance of shares of a subsidiary. The excess consideration over the fair value of identifiable net assets acquired, amounting to Rs 96,942.67 Lakhs was recognised as goodwill, and the purchase price allocation determined on a provisional basis. During the quarter and nine months ended December 31, 2025, the Group has finalised the purchase price allocation related to business combination based on additional information obtained about facts and circumstances that existed at the acquisition date, identified within the measurement period in accordance with Indian Accounting Standard 103 ‘Business Combinations’. As a result, additional goodwill has been recognised amounting to Rs 6,399.09 Lakhs. 9. Exchange (loss) / gain (net) includes unrealized exchange gain / (loss) on restatement of foreign exchange debt at the respective period end closing exchange rate: Particulars Quarter ended Year ended 31.03.2026 31.12.2025 31.03.2025 31.03.2026 31.03.2025 Unrealized exchange gain / (loss) (5,200.14) 241.07 6,701.29 4,582.86 4,813.62 10. Operating segments are reported in a manner consistent with internal reporting provided to the Chief Operating Decision Maker (“CODM”) (i.e., the Board of Directors) of the Group. The CODM is responsible for allocating resources and assessing performances of the operating segments of the Group. The Group is mainly engaged in operating as integrated post-production setup. The CODM decides on allocation of the resources to the business taking a holistic view of the entire setup and hence it is considered as representing a single operating segment as per IND AS 108 “Segment Reporting”. 11. Subsequent to year end, the Group has refinanced its debt facilities of USD 500 Mn in its foreign subsidiary tills June 2029. 12. The figures for the quarters ended March 31, 2026 and March 31, 2025 are the balancing figures between audited figures in respect of the full financial year and the limited reviewed year to date figures up to the quarters ended December 31, 2025 and December 31, 2024 respectively. 13. The above consolidated audited statement of financial results of the Group is available on the Company's and stock exchanges websites (www.primefocus.com), BSE (www.bseindia.com) and NSE (www.nseindia.com), where the shares of the Company are listed. Place: Mumbai Date: May 28, 2026 For and on behalf of the Board of Directors Naresh Malhotra DIN 00004597 Chairman and Whole-time Director

Other financial assets

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Other financial assets

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Other current assets

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Lease liabilities

5946154000

Other financial liabilities

391308000

Lease liabilities

1813662000

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Re-measurement gain / (loss) on defined benefit plans

34030000

Re-measurement gain / (loss) on defined benefit plans

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Exchange differences on translation of foreign operations

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Exchange differences on translation of foreign operations

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Audited

true

M/s. M S K A & Associates LLP

true

2027-07-31