PRIME FOCUS LINTED sis umn me a i : = = = = 2 = a = = a ee a ee ee eePRIME FOCUS LIMITED Registered Office : Prime Focus House, Opp Citi Bank, Linking Road ‘Whar (West), Mumbai, Maharsehta, India, 400052 ‘CIN: L92100MH1997PLC108981 Notes to Unaudited Financial Results for the quarter and nine months ended March 31, 2018: 4. The above results have been reviewed by the Audit Commitiae and approved by the Board of Directors at its mecting held on May 15, 2015. The statutory auditors have carried outa limited review of the Standalone results of the Company. 2, Pursuant to the enactment of the Companies Act, 2013 (‘the Act’), effecive 1st April, 2014, the Company has revised the estimated useful lives of ts fhved assets to ensure compliance with the stipulations of Schedule Il to the Act. Accordingly, the Uunamortized depreciable amounts ofthe fixed assels as at 1st July, 2014 have been charged over the revised remaining useful lives. This has the impact of decreasing depreciation charge forthe quarter and nine months ended March 31, 2015 by Rs. 59, lac and Rs. 135 lac respectively. Furthar, in accordance withthe stipulations ofthe said Schedule, written down values of fixed assets, whose lives had expired as at 1st July, 2014 agaregating Rs. 102 lac (net of tax) have been adjusted against retained earings. 3. The Post Production business isthe primary segment for the Company. Since, the Company's entire operations are governed by the same set of risks and returns, hese have been considered as representing a single segment. 4, There were no investor complaints pending atthe beginning ofthe quarter. During the quarter, the Company received no investor Complaints and there was no investor complaint pending at the end of the quarter. 5. During the quarter ended June 30, 2014, the Company sold its ‘backend business’ which includes (a) business of providing the services of conversion of 2D audio isua/moving images to stereo 3D audio visual/moving images provided by the Company to Prime Focus World N.V.,a company incerporated and operating under the laws of Netherlands ("PFW") (Conversion Business) ‘and (b) the business of providing the serices of computer generated film visual special effects by the Company to PFW ("VFX Business"), to Prime Focus World Creatve Services Pui Lid’, an indirect controlled subsidiary, by way of slump sal. Consequently, the figures forthe current quarter exclude the ‘backend business’ and hence are not comparable wit the figures for the corresponding quarter ended March 31, 2014. 68. Pureuant to the approval of Board of Directors in their meeting held on Apr 07, 2015, 23,076,923 and 90,384,815 equity shares \were alloted to Monsoon Studio Private Limited and Reliance MediaWorks Limited, respectively, on a preferential basis at RS. '52 per share, Of these 67,307,692 equil shares were issued to Reliance ModiaWorks Limited for a consideration other than ‘cash towards the transfer of is fim and media services business to the Company. The said issue of equity shares on a preferential basis was approved by sharehokiers at the Exira-ordinary General Meeting held on August 01, 2014 and January 28, 2015. 7. The Shareholders of the Company had vide special resolution passed through postal ballot on September 10, 2014 had proscribed the mit of Re. 1000 Crores for borrowing to be made by the Board of Directors trom time to time. Accordingly, the Board of Directors at their meting held on February 20, 2015 approved an offer forthe issuance of upto 4,000 unlisted, unrated, redeemable debentures not convertible ito Equity Shares of the Company of face value of Rs. 100,000/- each (“Debentures”) ‘aggregating upto Rs. 2,700 lac with a Green Shoe Option of upto Rs. 1,300 lac, on a private placement basis, The Board of Directors atits meeting held on March 04.2015, approved the allotment of 2,891 Debentures aggregating Rs. 2,091 lac. Further, the Board of Diractors at their meeting held on April 7, 2015 approved an offer for the issuance of upio 2,000 Debentures. aggragating upto Re, 2,000 lac pursuant o which on May 5, 2015, the Board approved the allotment of 1,580 Debentures under ‘Trenche - 1, aggregating Re. 1,580 lac and on May 08, 2015 further approved the allotment of 420 debantures under Tranche = 2, aggregating Re, 420 lac. In aggregate, the company allotted 4,801 debentures amounting to Rs 4,891 lac. 4, The Board of Directors vide circular resolution dated March 31, 2015, approved sale ofits entre holding of 21,492,003 ordinary shares held in Prime Focus London Ple,a sulssiiary company incorporated in the U.K. fora consideration of Rs. $71 lac and. recognized a loss of RS. 3,105 lac and RE. 1,070 lac in consolidated results and standalone results respectively. 9. Pursuant to the approval ofthe Board of Directors in their Meating held on January 28, 2015, the Company has entered into a licensing and 30 conversion parinershio with Canada's Gener8 Madia Corp. ("Goner8"), a global leader in 3D conversion technology. which will secure an exclusive worldwide license to use the Gener8's proprietary 30 conversion technology GE9D™ throughout the entertainment industry 10.The previous financial year of the Company was for a period of 15 months from April 01, 2013 to June 30, 2014. Accordingly, figures forthe twelve monthe period ended March 31, 2014 have been provided 2s corresponding igures against the figures for the nine months period ended March 31, 2016 and are, therefore, not strictly comparable.11 Previous period figures have been regreuped and re-arranged wherever necessary lo correspond lo the figures of the current period, For and on behalf of the Board of DirectorsDeloitte cease Tower 3, 27th 32nd oor Haskins & Sells cen Senapat Bopt Marg Elphinstone Mumbai ~00 012 india Tel +91 22) 68 4000 INDEPENDENT AUDITORS’ REVIEW REPORT eee eget ‘TO THE BOARD OF DIRECTORS OF PRIME FOCUS LIMITED 1. We have reviewed the accompanying Statement of Standalone Unaudited Financial Results of PRIME FOCUS LIMITED (‘the Company”) for the quarter and nine months ended March 31, 2015 (“the Statement”), being submitted by the Company pursuant to Clause 41 of the Listing Agreements with the Stock Exchanges, excent for the disclosures, in Part II - Select Information referred to in paragraph 4 below. This Statement is the responsibility of the Company's Management and has been approved by the Board of Directors. Our responsibility is to issue a report on the Statement based on our review. 2. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410°Review of Interim Financial Information Performed by the Independent Auditor of the Entity’, issued by the Institute of Chartered Accountants of India, This Standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of Company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an, audit and accordingly, we do not express an audit opinion. 3. Based on our review conducted as stated above, nothing has come to our attention that ‘causes us to believe that the accompanying Statement, prepared in accordance with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Clause 41 of the Listing Agreements with the Stock Exchanges, including the ‘manner in which itis to be disclosed, or that it contains any material misstatement. 4. Further, we also report that we have traced the number of shares as well as the percentage of shareholding in respect of the aggregate amount of public shareholding and the number Of shares as well as the percentage of shares pledged/encumbered and non-encumbered in respect of the aggregate amount of promoters and promoter group shareholding in terms. of Clause 35 of the Listing Agreements with the stock exchanges and the particulars relating to investor complaints disclosed in Part II - Select Information for the quarter and nine months ended March 31, 2015 of the Statement, from the details furnished by the ‘Management. For DELOITTE HASKINS & SELLS Chartered Accountants (Firm’s Registration No.117364W) (Membership No. 102912) Mumbai, May 15, 2015